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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File
Number
001-37665
Exact Name of Registrant as Specified in its Charter,
Principal Executive Office Address, Zip Code and Telephone Number
HERTZ GLOBAL HOLDINGS, INC
8501 Williams Road,
301-7000
(239)
Estero,
Florida
33928
State of Incorporation
Delaware
I.R.S. Employer
Identification No.
61-1770902
001-07541
THE HERTZ CORPORATION
8501 Williams Road,
301-7000
(239)
Estero,
Florida
33928
Delaware
13-1938568
Securities registered pursuant to Section 12(b) of the Act:
Hertz Global Holdings, Inc.
Hertz Global Holdings, Inc.
Common Stock
Warrants to purchase
Common Stock
Title of each class
Par value $0.01 per share
Each exercisable for one share of Hertz
Global Holdings, Inc. common stock at an
exercise price of $13.80 per share, subject
to adjustment
Trading Symbol(s)
HTZ
HTZWW
Name of each exchange on which
registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Hertz Corporation
Hertz Global Holdings, Inc.
The Hertz Corporation
None
None
None
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Hertz Global Holdings, Inc. Yes x No o
The Hertz Corporation 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.
Hertz Global Holdings, Inc. Yes o No x
The Hertz Corporation Yes x No o
1
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Hertz Global Holdings, Inc. Yes x No o
The Hertz Corporation Yes o No x
1
(Note: As a voluntary filer, The Hertz Corporation is not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act. The Hertz Corporation has filed all reports
pursuant to Section 13 or 15(d) of the Exchange Act during the preceding 12 months as if it was subject to such filing requirements.)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Hertz Global Holdings, Inc. Yes x No o
The Hertz Corporation Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Hertz Global Holdings, Inc.
The Hertz Corporation
Large accelerated filer
Smaller reporting company
x
☐
Accelerated filer
Emerging growth company
If an emerging growth company, indicate by checkmark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Large accelerated filer
Smaller reporting company
o
☐
Accelerated filer
Emerging growth company
If an emerging growth company, indicate by checkmark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
o
☐
o
o
☐
o
Non-accelerated filer
o
Non-accelerated filer
x
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Hertz Global Holdings, Inc. x
The Hertz Corporation x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.
Hertz Global Holdings, Inc.
The Hertz Corporation
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Hertz Global Holdings, Inc.
The Hertz Corporation
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Hertz Global Holdings, Inc. Yes No x
The Hertz Corporation Yes No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of Hertz Global Holdings, Inc. as of June 30, 2023, the last business day of the most
recently completed second fiscal quarter, based on the closing price of the stock on the Nasdaq Global Select Market on such date was $2.4 billion. There is no market for The Hertz
Corporation's common stock.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court. Yes x No
Indicate the number of shares outstanding of each of the registrants' classes of common stock, as of the latest practicable date.
Hertz Global Holdings, Inc.
The Hertz Corporation
(1)
Class
Common Stock, par value $0.01 per share
Common Stock, par value $0.01 per share
Shares Outstanding as of February 7, 2024
305,296,256
100
(100% owned by
Rental Car Intermediate Holdings, LLC)
(1)
Hertz Global Holdings, Inc.
Information required by Items 10, 11, 12 and 13 of Part III of this Form 10-K is incorporated by reference to Hertz Global
Holdings, Inc.'s definitive proxy statement for its 2024 Annual Meeting of Stockholders. Hertz Global Holdings, Inc. intends to
file such proxy statement with the Securities and Exchange Commission no later than 120 days after its fiscal year ended
December 31, 2023.
The Hertz Corporation
None
DOCUMENTS INCORPORATED BY REFERENCE
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
GLOSSARY OF TERMS
EXPLANATORY NOTE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY OF RISK FACTORS
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 1C.
ITEM 2.
ITEM 3.
ITEM 4.
EXECUTIVE OFFICERS OF THE REGISTRANTS
PART II
ITEM 5.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
CYBERSECURITY
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
[RESERVED]
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
EXHIBIT INDEX
SIGNATURES
Page
i
iv
v
1
20
39
39
41
41
41
42
44
46
46
71
73
149
149
150
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
GLOSSARY OF TERMS
Unless the context otherwise requires in this Annual Report on Form 10-K for the year ended December 31, 2023, we use the following defined terms:
(i)
(ii)
(iii)
(iv)
"2023 Annual Report" or "Combined Form 10-K" means this Annual Report on Form 10-K for the year ended December 31, 2023, which
combines the annual reports on Form 10-K for each of Hertz Global Holdings, Inc. and The Hertz Corporation into a single filing;
"2021 Rights Offering" means the Company's rights offering providing for the issuance of common stock in reorganized Hertz Global by Hertz
Global's former equity holders, holders of the Company's Senior Notes and lenders under the Alternative Letter of Credit Facility and certain
equity commitment parties pursuant to their obligations under an equity purchase and commitment agreement;
"All other operations" means our former All Other Operations reportable segment which was no longer deemed a reportable segment in the
second quarter of 2021 resulting from the sale of our Donlen subsidiary on March 30, 2021;
"Americas RAC" means our rental car reportable segment established in the second quarter of 2021 consisting of the countries and regions
of the U.S., Canada, Latin America and the Caribbean;
(v)
"Apollo" means Apollo Capital Management L.P. and its affiliates;
(vi)
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101-1532;
(vii)
"Bankruptcy Court" means the U.S. Bankruptcy Court for the District of Delaware;
(viii)
"Board" means board of directors;
(ix)
"Chapter 11" means chapter 11 of the Bankruptcy Code;
(x)
"Chapter 11 Cases" means the Chapter 11 cases jointly administered in the Bankruptcy Court under the caption In re The Hertz
Corporation, et al., Case No. 20-11218 (MFW);
(xi)
"the Code" means the Internal Revenue Code of 1986, as amended;
(xii)
"the Company", "we", "our" and "us" mean Hertz Global and Hertz interchangeably;
(xiii)
"company-operated" rental locations are those through which we, or an agent of ours, rent vehicles that we own or lease;
(xiv)
"concessions" mean licensing or permitting agreements or arrangements granting us the right to conduct our vehicle rental business at
airports;
(xv)
"COVID-19" means the coronavirus disease declared a global pandemic by the World Health Organization in March 2020;
(xvi)
"the Debtors" means Hertz Global, Hertz and their direct and indirect subsidiaries in the U.S. and Canada that filed voluntary petitions for
relief under Chapter 11 in the Bankruptcy Court on May 22, 2020;
(xvii)
"Donlen Sale" means the sale of substantially all assets and certain liabilities of the Company's Donlen subsidiary;
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(xviii)
"Dollar Thrifty" means Dollar Thrifty Automotive Group, Inc., a consolidated subsidiary of the Company;
(xix)
"Effective Date" means June 30, 2021, the date on which the Plan of Reorganization became effective and the Company emerged from
Chapter 11;
(xx)
"Exchange Act" means the Securities Exchange Act of 1934;
(xxi)
"ESG" means environmental, social and governance;
(xxii)
"FASB" means the Financial Accounting Standards Board;
(xxiii)
"First Lien Credit Agreement" means the credit agreement reorganized Hertz entered into on the Effective Date as further described in
Note 6, "Debt," in Part II, Item 8 of this 2023 Annual Report;
(xxiv)
"First Lien Credit Facilities" means the First Lien RCF and Term Loans, collectively, provided for under the First Lien Credit Agreement as
further described in Note 6, "Debt," in Part II, Item 8 of this 2023 Annual Report;
(xxv)
"First Lien RCF" means the senior secured revolving credit facility in an initial aggregate committed amount of $1.3 billion as further
described in Note 6, "Debt," in Part II, Item 8 of this 2023 Annual Report;
(xxvi)
"Hertz Gold Plus Rewards" means our customer loyalty program and our global expedited rental program;
(xxvii)
"Hertz" means The Hertz Corporation, its consolidated subsidiaries and VIEs, our primary operating company and a direct wholly-owned
subsidiary of Rental Car Intermediate Holdings, LLC, which is wholly owned by Hertz Holdings;
(xxviii)
"Hertz Global" means Hertz Global Holdings, Inc., our top-level holding company, its consolidated subsidiaries and VIEs, including The Hertz
Corporation;
(xxix)
"Hertz Ultimate Choice" is an offering at select airport locations in the U.S. that allows customers to choose their vehicle from a range of
makes, models and colors available within the zone indicated on their reservation;
(xxx)
"Hertz Holdings" refers to Hertz Global Holdings, Inc. excluding its subsidiaries and VIEs;
(xxxi)
"HVF III" refers to Hertz Vehicle Financing III LLC, a wholly-owned, special-purpose and bankruptcy-remote subsidiary of Hertz;
(xxxii)
"International RAC" means our international rental car reportable segment, which, effective in the second quarter of 2021, no longer includes
Canada, Latin America and the Caribbean ;
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(xxxiii)
“non-program vehicles” means vehicles not purchased under repurchase or guaranteed depreciation programs and thus for which we are
exposed to residual risk;
(xxxiv)
"Plan of Reorganization" means the solicitation version of the First Modified Third Amended Joint Chapter 11 Plan of Reorganization of the
Debtors (as amended, supplemented or otherwise modified in accordance with its terms);
(xxxv)
"Plan Sponsors" means collectively Apollo, Knighthead Capital Management, LLC and its affiliates and Certares Opportunities LLC and its
affiliates;
(xxxvi)
"program vehicles" means vehicles purchased under repurchase or guaranteed depreciation programs with vehicle manufacturers;
(xxxvii) "Public Warrants" means 30-year public warrants as further described in Note 17, "Public Warrants - Hertz Global," in Part II, Item 8 of this
2023 Annual Report;
(xxxviii) "replacement renters" means renters who need vehicles while their vehicle is being repaired or is temporarily unavailable for other reasons;
(xxxix)
"SEC" means the U.S. Securities and Exchange Commission;
(xl)
(xli)
"Series A Preferred Stock" means Hertz Global preferred stock that was issued in connection with the Plan of Reorganization, and
subsequently repurchased and retired by Hertz Global in December 2021;
"Term Loans" means the Term B Loan and Term C Loan, collectively, as further described in Note 6, "Debt," in Part II, Item 8 of this 2023
Annual Report;
(xlii)
"Ride Share Partners" means certain ride share companies with whom we have entered into commercial arrangements to provide rental
vehicles to their drivers;
(xliii)
"U.S." means the United States of America;
(xliv)
"U.S. GAAP" means accounting principles generally accepted in the U.S.;
(xlv)
"VIE" means variable interest entity; and
(xlvi)
"vehicles” means cars, vans, crossovers and light trucks.
We have proprietary rights to a number of trademarks used in this 2023 Annual Report that are important to our business, including, without limitation,
Hertz, Dollar, Thrifty, Hertz Gold Plus Rewards and Hertz Ultimate Choice. Solely for convenience, we have omitted the ® and ™ trademark designations
for trademarks named in this 2023 Annual Report, but references should not be construed as any indicator that their respective owners will not assert, to
the fullest extent under applicable law, their rights thereto.
iii
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
COMBINED FORM 10-K
EXPLANATORY NOTE
This 2023 Annual Report combines the annual reports on Form 10-K for the year ended December 31, 2023 of Hertz Global and Hertz.
Hertz Global owns all shares of the common stock of Hertz through its wholly-owned subsidiary, Rental Car Intermediate Holdings, LLC.
Management operates Hertz Global and Hertz as one enterprise. The management of Hertz Global consists of the same members as the management of
Hertz. These individuals are officers of Hertz Global and Hertz and employees of Hertz. The members of Hertz's Board are all executive officers of Hertz
Global.
We believe combining the annual reports on Form 10-K of Hertz Global and Hertz into this single report results in the following benefits:
•
•
•
enhancing investors' understanding of Hertz Global and Hertz by enabling investors to view the business as a whole in the same manner as
management views and operates the business;
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosures
apply to both Hertz Global and Hertz; and
creating time and cost efficiencies through the preparation of one combined annual report instead of two separate annual reports.
Hertz, generally through its subsidiaries, holds all of the revenue earning vehicles, property, plant and equipment and all other assets, including the
ownership interests in consolidated and unconsolidated VIEs, of the business. Hertz conducts the operations of the business and is structured as a
corporation with no publicly traded equity. Except to the extent that net proceeds from security issuances by Hertz Global and cash exercises of Hertz
Global Public Warrants, are contributed to Hertz, Hertz generates its required capital through its operations or financing activities, including the
incurrence of indebtedness.
Hertz Global does not conduct business itself, other than issuing public equity or debt obligations or receiving proceeds from cash exercises of Public
Warrants from time to time, and incurring expenses required to operate as a public company.
Differences between the financial statements of Hertz Global and Hertz are generally limited to the activity described above and the remaining assets,
liabilities, revenues and expenses of Hertz Global and Hertz are the same on their respective financial statements.
Although Hertz is generally the entity that enters into contracts, holds assets and incurs debt, Hertz Global consolidates Hertz for financial statement
purposes, and therefore, disclosures that relate to activities of Hertz also generally apply to Hertz Global. In the sections that combine disclosures of
Hertz Global and Hertz, this report refers to actions as being actions of the Company, or Hertz Global. When appropriate, Hertz Global and Hertz are
named specifically for their individual disclosures and any significant differences between the operations and results of Hertz Global and Hertz are
separately disclosed and explained.
This report also includes separate Exhibit 31 and 32 certifications for each of Hertz Global and Hertz in order to establish that the Chief Executive Officer
and the Chief Financial Officer of each entity have made the requisite certifications and that Hertz Global and Hertz are compliant with Rule 13a-15 or
Rule 15d-15 of the Exchange Act and 18 U.S.C. §1350.
This Combined Form 10-K is separately filed by Hertz Global Holdings, Inc. and The Hertz Corporation. Each registrant hereto is filing on its own behalf
all of the information contained in this 2023 Annual Report that relates to such registrant. Each registrant hereto is not filing any information that does not
relate to such registrant, and therefore makes no representation as to any such information.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY OF RISK FACTORS
Certain statements contained or incorporated by reference in this 2023 Annual Report include "forward-looking statements." Forward-looking statements
are identified by words such as "believe," "expect," "project," "potential," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should,"
"could," "forecasts," "guidance" or similar expressions, and include information concerning our liquidity, our results of operations, our business strategies,
the business environment and other information. These forward-looking 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
these judgments are reasonable, but you should understand that these forward-looking statements are not guarantees of future performance or results
and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive
and negative.
Important factors that could affect our actual results and cause them to differ materially from those expressed in forward-looking statements include,
among other things, those that may be disclosed from time to time in subsequent reports filed with or furnished to the SEC, those described under Item
1A,"Risk Factors," set forth in this 2023 Annual Report, and the following, which also summarizes the principal risks of our business:
• mix of program and non-program vehicles in our fleet, which can lead to increased exposure to residual value risk upon disposition;
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the potential for residual values associated with non-program vehicles in our fleet to decline, including suddenly or unexpectedly, or fail
to follow historical seasonal patterns;
our ability to purchase adequate supplies of competitively priced vehicles at a reasonable cost in order to efficiently service rental
demand, including upon any disruptions in the global supply chain;
our ability to effectively dispose of vehicles, at the times and through the channels, that maximize our returns;
the age of our fleet, and its impact on vehicle carrying costs, customer service scores, as well as on our ability to sell vehicles at
acceptable prices and times;
whether a manufacturer of our program vehicle fulfills its repurchase obligations;
the frequency or extent of manufacturer safety recalls;
levels of travel demand, particularly business and leisure travel in the U.S. and in global markets;
seasonality and other occurrences that disrupt rental activity during our peak periods, including in critical geographies;
our ability to accurately estimate future levels of rental activity and adjust the number, location and mix of vehicles used in our rental
operations accordingly;
our ability to implement our business strategy or strategic transactions, including our ability to implement plans to support a large-scale
electric vehicle fleet and to play a central role in the modern mobility ecosystem;
our ability to adequately respond to changes in technology impacting the mobility industry;
significant changes in the competitive environment and the effect of competition in our markets on rental volume and pricing;
our reliance on third-party distribution channels and related prices, commission structures and transaction volumes;
our ability to offer services for a favorable customer experience, and to retain and develop customer loyalty and market share;
our ability to maintain our network of leases and vehicle rental concessions at airports and other key locations in the U.S. and
internationally;
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS AND SUMMARY OF RISK FACTORS (Continued)
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to maintain favorable brand recognition and a coordinated branding and portfolio strategy;
our ability to attract and retain effective frontline employees, senior management and other key employees;
our ability to effectively manage our union relations and labor agreement negotiations;
our ability to manage and respond to cybersecurity threats and cyber attacks on our information technology systems, or those of our
third-party providers;
our ability, and that of our key third-party partners, to prevent the misuse or theft of information we possess, including as a result of cyber
attacks and other security threats;
our ability to maintain, upgrade and consolidate our information technology systems;
our ability to comply with current and future laws and regulations in the U.S. and internationally regarding data protection, data security
and privacy risks;
risks associated with operating in many different countries, including the risk of a violation or alleged violation of applicable anti-
corruption or anti-bribery laws and our ability to repatriate cash from non-U.S. affiliates without adverse tax consequences;
risks relating to tax laws, including those that affect our ability to recapture accelerated tax depreciation and expensing, as well as any
adverse determinations or rulings by tax authorities;
our ability to utilize our net operating loss carryforwards;
our exposure to uninsured liabilities relating to personal injury, death and property damage, or otherwise, including material litigation;
the potential for adverse changes in laws, regulations, policies or other activities of governments, agencies and similar organizations,
including those related to environmental matters, optional insurance products or policies, franchising and licensing matters, the ability to
pass-through rental car related expenses, or taxes, among others, that affect our operations, our costs or applicable tax rates;
our ability to recover our goodwill and indefinite-lived intangible assets when performing impairment analysis;
the potential for changes in management's best estimates and assessments;
our ability to maintain an effective compliance program;
the availability of earnings and funds from our subsidiaries;
our ability to comply, and the cost and burden of complying, with ESG regulations or expectations of stakeholders, and otherwise
achieve our corporate responsibility goals;
the availability of additional or continued sources of financing at acceptable rates for our revenue earning vehicles and to refinance our
existing indebtedness;
the extent to which our consolidated assets secure our outstanding indebtedness;
volatility in our share price, our ownership structure and certain provisions of our charter documents could negatively affect the market
price of our common stock;
our ability to implement an effective business continuity plan to protect the business in exigent circumstances;
our ability to effectively maintain effective internal controls over financial reporting; and
our ability to execute strategic transactions.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the foregoing cautionary statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS AND SUMMARY OF RISK FACTORS (Continued)
All such statements speak only as of the date of this 2023 Annual Report and, except as required by law, we undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 1. BUSINESS
OUR COMPANY
PART I
Hertz Holdings was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC, which wholly
owns Hertz, Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been
engaged in the vehicle rental and leasing business since 1918.
We are engaged principally in the business of renting vehicles primarily through our Hertz, Dollar and Thrifty brands. As of December 31, 2023, we
operated our vehicle rental business globally from approximately 11,400 company-operated and franchisee locations across approximately 160 countries
and jurisdictions, including the U.S., Europe, Africa, Asia, Australia, Canada, the Caribbean, Latin America, the Middle East and New Zealand. We are
one of the largest worldwide vehicle rental companies and our Hertz brand name is among the most recognized globally. We have an extensive network
of airport and off airport rental locations in the U.S. and major European markets.
Our Strategy
Our strategy is focused on excellence in execution of our rental operations, presenting distinct product offerings through each of our brands, building on
our leadership in ride share and selling vehicles from the fleet directly to consumers. Our core assets, capabilities and partnerships underpin this strategy
and are positioning us at the center of the modern mobility ecosystem. We intend to continue building on our brand strength, global network and global
fleet management expertise, combining those efforts with new investments in technology, electrification, shared mobility and a digital-first customer
experience. We believe our key fleet management capabilities will allow us to diversify and profitably grow in new areas of the mobility sector.
OUR BUSINESS SEGMENTS
The Company has identified two reportable segments, which are consistent with its operating segments, as follows:
•
•
Americas RAC - Rental of vehicles, as well as sales of vehicles and value-added services, in the U.S., Canada, Latin America and the
Caribbean. We maintain a substantial network of company-operated rental locations in this segment and we have franchisees and partners that
operate rental locations under our brands; and
International RAC - Rental of vehicles, as well as sales of vehicles and value-added services, in locations other than the U.S., Canada, Latin
America and the Caribbean. We maintain a substantial network of company-operated rental locations, a majority of which are in Europe, and we
have franchisees and partners that operate rental locations under our brands. As of December 31, 2023, 72% of our franchised locations were in
markets covered by our International RAC segment.
In addition to the two reportable segments, we have corporate operations. We assess performance and allocate resources based upon the financial
information for our operating segments.
For further financial information on our segments, see (i) Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations—Results of Operations and Selected Operating Data by Segment" and (ii) Note 18, "Segment Information," in Part II, Item 8 of this 2023
Annual Report.
1
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 1. BUSINESS (Continued)
Americas RAC and International RAC Segments
Our Brands
Our Americas RAC and International RAC vehicle rental businesses are primarily operated through our three largest brands — Hertz, Dollar, and Thrifty.
We offer multiple brands to provide customers a full range of rental services at different price points, levels of service, offerings and products. These
brands generally maintain separate rental locations (e.g., separate airport counters), and use distinct reservation, marketing and other customer contact
activities. We achieve synergies across our brands by, among other things, utilizing a single fleet and fleet management team and, where applicable,
combined vehicle maintenance, vehicle cleaning and back office functions.
Our top tier brand, Hertz, is one of the most recognized brands in the world. It offers premium customer service, as evidenced by the numerous published
best-in-class vehicle rental awards that the brand has been awarded over time, both in the U.S. and internationally. The Hertz brand's tagline of "Hertz.
Let's Go!” expresses our commitment to quality, seamless travel and customer service. The Hertz brand provides customers with several innovative
offerings, such as Hertz Gold Plus Rewards, Hertz Ultimate Choice and access to vehicles offered through our electric vehicle ("EV") fleet and specialty
collections. The Hertz brand seeks to maintain its position as a premier provider of vehicle rental services through an intense focus on service, loyalty,
quality and product innovation.
Our smart value brand, Dollar, is marketed as a smart choice for financially focused travelers looking for a dependable car at a price they can afford. The
Dollar brand’s core focus is serving family, leisure and small business travelers through the airport vehicle rental channel. Dollar’s tagline of “We never
forget whose dollar it is” expresses the brand’s mission of providing a reliable rental experience at a price that works. Dollar operates primarily through
company-operated locations in the U.S. and Canada.
Our deep value brand, Thrifty, competes as a cost-conscious offering for travelers seeking to find a good deal. The Thrifty brand’s core focus is serving
leisure travelers through the airport vehicle rental channel. Thrifty’s tagline of “The Absolute Best Car for Your Money” expresses the brand’s focus on
being the rental brand that puts the customer in control of where to splurge and where to save. Thrifty operates primarily through company-operated
locations in the U.S. and Canada.
Operations
Locations
We operate our brands at both airport and off airport locations that utilize common vehicle fleets, are supervised by common country, regional and local
area management, use many common systems and rely on common vehicle maintenance and administrative centers. Additionally, our airport and off
airport locations utilize common marketing activities and have many of the same customers. We regard both types of locations as aspects of a single,
unitary, vehicle rental business. Off airport revenues comprised 34% and 32% of our worldwide vehicle rental revenues in 2023 and 2022, respectively.
Our Americas RAC vehicle rental operations have company-operated locations primarily in the U.S. and Canada. Our International RAC vehicle rental
operations have company-operated locations in Australia, Belgium, the Czech Republic, France, Germany, Italy, Luxembourg, the Netherlands, New
Zealand, Slovakia, Spain and the United Kingdom.
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Airport
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THE HERTZ CORPORATION AND SUBSIDIARIES
As of December 31, 2023, we had approximately 1,900 airport rental locations in our Americas RAC segment and approximately 1,500 airport rental
locations in our International RAC segment. We believe that our extensive global network of locations contributes to our success by providing consistency
of our service, cost control, Vehicle Utilization, competitive pricing and our ability to offer one-way rentals.
For our airport company-operated rental locations, we are dependent on, and have obtained, concessions or similar leasing agreements or arrangements,
that grant us the right to conduct a vehicle rental business at the respective airport. 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 vehicle rental business. 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 are required to 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 us from seeking, and in most instances actually explicitly permit us to seek, reimbursement from
customers for concession fees we pay; however, in certain jurisdictions the law limits or forbids our ability to do so. Where we are permitted to seek such
reimbursement, it is our general practice to do so. Certain of our concession agreements may require the consent of the airport's operator in connection
with material changes in our ownership. A growing number of larger airports are building, or assessing the feasibility of, consolidated airport vehicle rental
facilities to alleviate congestion at the airport. These consolidated rental facilities provide a more common customer experience and may eliminate certain
competitive advantages among the brands as competitors operate out of one centralized facility for both customer rental and return operations, share
consolidated busing operations and maintain image standards mandated by the airports. The costs associated with the development of these
consolidated facilities are typically funded through the collection of customer facility charges, which are required to be collected by rental car companies
from their customers.
Off Airport
As of December 31, 2023, we had approximately 3,300 off airport locations in our Americas RAC segment and approximately 4,700 off airport rental
locations in our International RAC segment. Our off airport rental customers include people who prefer to rent vehicles closer to their home or place of
work for business or leisure purposes, as well as those needing to travel to or from airports. 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 vehicles were
damaged, those expecting to lease vehicles that are not yet available from their leasing companies and replacement renters. In addition, our off airport
customers include drivers for our Ride Share Partners, which is further described in “Ride Share Rentals” below.
When compared to our airport rental locations, an off airport rental location typically uses a smaller rental facility with fewer employees, conducts pick-up
and delivery services and serves replacement renters using specialized systems and processes. On average, off airport locations generate fewer
transactions per period than airport locations.
Our off airport locations offer the following benefits:
•
•
•
Providing 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;
Providing us a more balanced revenue mix by reducing our reliance on air travel and therefore reducing our exposure to external events that may
disrupt airline travel trends;
Contributing to higher Vehicle Utilization as a result of the longer average rental periods associated with off airport business, compared to those
of airport rentals;
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•
•
Creating efficiencies in vehicle and labor demand planning, as replacement rental volume is less seasonal than that of other business and leisure
rentals; and
Creating cross-selling opportunities for us to promote off airport rentals among frequent airport Hertz Gold Plus Rewards program renters and,
conversely, to promote airport rentals to off airport renters.
Customers and Business Mix
We conduct various sales and marketing programs to attract and retain customers. Our sales force calls on companies, government agencies and other
organizations whose employees and associates need to rent vehicles for business or official purposes. Our sales force also calls on organizations such
as insurance and leasing companies, automobile repair companies and vehicle dealers whose customers need replacement rentals. In addition, our sales
force works with membership associations, tour operators, travel companies, ride share companies and other groups whose members, participants and
customers rent vehicles for either business or leisure purposes.
We also market directly to individual renters. We advertise our vehicle rental offerings through traditional media channels, partner publications (e.g.,
affinity clubs, airline and hotel partners) and direct mail. We also rely on digital marketing and, for the Hertz brand, we are increasingly seeking to expand
access to and use of our Hertz mobile app.
In addition to advertising, we conduct other forms of marketing and promotion, including travel industry business partnerships and press and public
relations activities.
We categorize our vehicle rental business based on the general purpose (business or leisure) and type of location (airport or off airport) from which
customers rent from us. The following charts set forth the percentages of rental revenues and rental transactions in our Americas RAC and International
RAC segments based on these categories.
VEHICLE RENTALS BY CUSTOMER
Year Ended December 31, 2023
Americas RAC
Business
Leisure
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International RAC
Business
Leisure
Customers who rent from us for “business” purposes include those who require vehicles in connection with commercial activities, including drivers for our
Ride Share Partners, the activities of governments and other organizations or for temporary vehicle replacement purposes (i.e., replacement rentals).
Most business customers rent vehicles from us on terms that we have negotiated with their employers or other entities with which they are associated,
and those terms can differ from the terms on which we rent vehicles to the general public.
Customers who rent from us for “leisure” purposes include individual travelers booking vacation rentals and people renting to meet other personal needs
(other than replacement rentals). Leisure rentals are generally longer in duration and generate more revenue per transaction than business rentals.
Leisure rentals also include rentals by customers of U.S. and international tour operators, which are usually a part of tour packages that can include air
travel and hotel accommodations.
VEHICLE RENTALS BY LOCATION
Year Ended December 31, 2023
Americas RAC
Airport
Off airport
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International RAC
Airport
Off airport
Demand for airport rentals is generally correlated with airline travel patterns, and transaction volumes generally follow global airline passenger traffic
("enplanement") and Gross Domestic Product ("GDP") trends. Customers often make reservations for airport rentals when they book their flight plans,
which make our relationships with travel agents, associations and other participants in the broader travel industry (e.g., airlines and hotels) a key
competitive strategy in generating consistent and recurring revenue streams.
Off airport rentals include insurance replacements, and we have agreements with the referring insurers establishing the relevant rental terms, including
the arrangements made for billing and payment.
Customer Service Offerings
We offer customers a wide range of services to differentiate ourselves from the competition and increase and diversify our revenue.
Hertz Gold Plus Rewards Program
At our major airport rental locations and certain smaller airport and off airport locations, customers participating in our Hertz Gold Plus Rewards program
are able to rent vehicles in an expedited manner. Participants in our Hertz Gold Plus Rewards program often bypass the rental counter entirely and
proceed directly to their vehicle upon arrival at our facility. They are also eligible to earn Hertz Gold Plus Rewards points that may be redeemed for free
rental days or converted to awards of other companies' loyalty programs.
Hertz's Gold Plus Rewards program offers three elite membership tiers that provide more frequent renters the opportunity to earn additional reward points
and vehicle upgrades. When Hertz Gold Plus Rewards members make a reservation for a midsize car or above, they have access to exclusive vehicles
based on their membership tier via our Hertz Ultimate Choice program which allows customers to choose their vehicle from a range of makes, models
and colors available within the zone indicated on their reservation. Alternatively, they may upgrade at the pick-up location for a fee by choosing a vehicle
from a premium upgrade zone. As of December 31, 2023, the Hertz Ultimate Choice program was offered at approximately 60 U.S. and Canada airport
locations.
For the year ended December 31, 2023, rentals by Hertz Gold Plus Rewards members accounted for approximately 33% of our worldwide rental
transactions. We believe the Hertz Gold Plus Rewards program provides us with a significant competitive advantage, particularly among frequent
travelers, and we have targeted such travelers for participation in the program.
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Other Customer Service Offerings
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We offer electronic rental agreements and returns for our Hertz, Dollar and Thrifty U.S. customers. Simplifying the rental transaction saves customers
time and provides greater convenience through access to digitally available rental contracts. We also offer Mobile Gold Alerts, a service available to
participating Hertz Gold Plus Rewards customers, through which a text message and/or email with the vehicle information and location is sent
approximately 30 minutes prior to arrival, providing a renter the option to choose another vehicle. We offer Hertz e-Return, which allows customers to
drop off their vehicle and go without the need to visit the rental counter. Customers can also use cashless toll lanes with our PlatePass offering where the
license plate acts as a transponder.
Ride Share Rentals
We have partnered with certain ride share companies to offer vehicle rentals to their drivers in select cities in North America and Europe. This program
enables us to rent vehicles on a longer-term basis than traditional business rentals and is a component of our strategy to be an active participant in the
future of mobility. Using vehicles for ride share rentals also results in an increased supply of higher mileage, and thus more economical, used vehicles for
our vehicle disposition programs discussed below.
Drivers for our Ride Share Partners reserve vehicles online through Ride Share Partner websites and applications and pick up vehicles from select
locations. Ride share drivers can extend the vehicle rental on a recurring basis.
Rates, Fees and Value-Added Services
We rent a wide variety of makes and models of vehicles. We rent vehicles on an hourly (in select international markets), 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 by
brand and at different locations depending on local market conditions and other competitive and cost factors, such as vehicle supply and overall demand.
While vehicles are usually returned to the locations from which they are rented, we also allow one-way rentals from and to certain locations.
We also generate revenues from reimbursements by customers of airport concession fees, unless the law limits or forbids us from doing so, and of
vehicle licensing costs, fueling and electric charging, and charges for value-added services such as supplemental equipment (e.g., child seats and ski
racks), loss or collision damage waiver, theft protection, liability and personal accident/effects insurance coverage, premium emergency roadside service
and satellite radio.
Reservations
We price and accept reservations for our vehicles through each of our brands. Reservations are generally for a class of vehicles, such as compact,
midsize or sport utility vehicle. Our introduction of EVs to the fleet in certain cities has enabled us to also provide the opportunity for customers in those
locations to reserve an EV versus an internal-combustion engine vehicle. Additionally, certain reservations within our EV fleet can be made for specific
makes and models.
We distribute pricing and content and accept reservations through multiple channels. Direct reservations are accepted at Hertz.com, Dollar.com and
Thrifty.com, each of which has global and local versions in multiple languages. Hertz.com offers a range of products, prices and additional services, as
well as Hertz Gold Plus Rewards benefits, serving both company-operated and franchise locations. In addition to our websites, direct reservations are
enabled via our Hertz and Dollar smartphone apps, which include additional connected products and services.
Customers may also seek reservations via travel agents or third-party travel websites. In many of those cases, the travel agent or website utilizes an
Application Programming Interface connection to Hertz or a third-party operated
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computerized reservation system, also known as a Global Distribution System, to contact us and make the reservation.
In our major markets, including the U.S. and all other countries with company-operated locations, customers may also reserve vehicles for rental from us
and our franchisees through local, national or toll-free telephone calls to our reservations center, directly through our rental locations or, in the case of
insurance replacement rentals, through proprietary automated systems serving the insurance industry.
Franchisees
In certain U.S. and international markets, we have found it efficient to issue licenses under franchise arrangements to independent operators who are
engaged in the vehicle rental business. Franchisees rent vehicles that they own or lease and may provide related services to customers, primarily under
our Hertz, Dollar or Thrifty brands. In many markets, franchisees operate franchises for multiple brands.
Franchisees generally pay an initial license fee, royalties based on a percentage of their revenues as well as other fees, and in return are provided the
use of the applicable brand name, certain operational support and training, reservations through our reservation channels, including access to
reservations from corporate contracts and other services. Additionally, in countries with both corporate and franchised operations, franchisees may utilize
our vehicles, and we may utilize their vehicles, to support one-way business within the country. Franchisee arrangements enable us to offer expanded
national and international service and a broader one-way rental program. In addition to vehicle rental, certain international franchisees engage in vehicle
leasing and the rental of chauffeur-driven vehicles, camper vans and motorcycles.
The ability to transfer a franchisee license is limited and requires our consent. Franchise licenses are generally terminable by us only for cause or after a
fixed term. All of these agreements also include a company right of first refusal should a franchisee receive a bona fide offer to sell the license or its
business. Franchisees in the U.S. typically may terminate without cause only on prior notice, generally 180 days. In certain international jurisdictions,
franchisees typically do not have early termination rights absent cause. We continue to issue new licenses and, from time to time, re-acquire franchised
businesses or sell company-operated locations to franchisees.
Franchise operations, including fleet acquisition, are financed independently by the franchisees and we do not have an investment interest in the
franchisees. Fees from franchisees, including initial franchise fees, generally support a portion of our brand awareness program costs, reservations
system, sales and marketing efforts and certain other services and comprised approximately 2% of our worldwide vehicle rental revenues for the year
ended December 31, 2023.
Seasonality
Our vehicle rental operations are a seasonal business with decreased levels of business in the winter months and heightened activity during the spring
and summer months ("our peak season") for the majority of countries where we generate our revenues. To accommodate increased demand, we
typically increase our available fleet and staff in the second and third quarters of the year to add a significant number of part-time and seasonal workers.
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 and thus also increase in the second and third quarters. Certain operating expenses, including real estate taxes, rent,
insurance, utilities, facility maintenance and other facility-related expenses, the costs of operating our information technology systems and minimum
staffing costs, remain fixed and therefore do not vary based on seasonal demand.
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The following chart presents the proportionate contribution of each quarter to full year revenue for each of the years ended December 31, 2023, 2022 and
2021. As discussed above, our peak season historically has been the second and third quarters of the year.
Fleet
During the year ended December 31, 2023, we operated a peak rental fleet in our Americas RAC and International RAC segments of approximately
467,000 vehicles and 124,600 vehicles, respectively. Purchases of vehicles are financed by active and ongoing global borrowing programs and through
cash from operations. The vehicles purchased are either program vehicles or non-program vehicles. We periodically review the efficiencies of an optimal
mix between program and non-program vehicles in our fleet and adjust the ratio of program and non-program vehicles as needed based on availability,
vehicle economics and contract negotiations.
During the year ended December 31, 2023, our approximate average holding period for rental vehicles sold was 20 months in our Americas RAC
segment, down 20% compared to 2022 due in part to our decision to sell newer vehicles instead of older vehicles due to residual values. In our
International RAC segment, our approximate average holding period for rental vehicles sold was 16 months, down 11% compared to 2022 due in part to
increased program vehicle dispositions.
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Our fleet composition is as follows:
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
Fleet Composition by Vehicle Manufacturer*
As of December 31, 2023
Americas RAC International RAC*
* Vehicle manufacturers Daimler AG (Mercedes Benz and Smart), Renault, Mitsubishi, Mazda, Volvo and Rover Group together comprise another 15% of the International RAC fleet
and are included as "Other" in the overall and International RAC charts above.
We maintain vehicle maintenance centers which provide maintenance for our fleet, many of which include sophisticated vehicle diagnostic and repair
equipment, and are accepted by automobile manufacturers, as eligible, to perform warranty work. Collision damage and major repairs are generally
performed by independent contractors.
Vehicle Repurchase Programs
Program vehicles are purchased under repurchase or guaranteed depreciation programs with vehicle manufacturers wherein the manufacturers agree to
repurchase vehicles at a specified price or guarantee the
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depreciation rate on the vehicles during established repurchase periods, subject to, among other things, certain vehicle condition, mileage and holding
period requirements. Repurchase prices under repurchase programs are based on the original cost less a set daily depreciation amount. These
repurchase and guaranteed depreciation programs limit our residual risk with respect to vehicles purchased under the programs and allow us to reduce
the variability of depreciation expense for each vehicle, however, typically the acquisition cost is higher. Program vehicles generally provide us with
flexibility to increase or reduce the size of our fleet based on market demand. When we increase the percentage of program vehicles, the average age of
our fleet decreases since the average holding period for program vehicles is shorter than for non-program vehicles.
Program vehicles as a percentage of all vehicles purchased within our Americas RAC and International RAC segments during the last three fiscal years
were as follows:
Other Vehicle Disposition Channels
During the year ended December 31, 2023, the vehicles sold in our U.S. and international vehicle rental operations that were not repurchased by
manufacturers were sold through a variety of channels, including dealer direct wholesale channels, direct sales to third parties, retail channels and
auction. We use multiple channels to provide greater flexibility and the opportunity for improved returns.
Our company-operated retail sales channel, Hertz Car Sales, consists of a network of company-operated vehicle sales locations throughout the U.S.
dedicated to the sale of vehicles from our rental fleet. Vehicles disposed of through our retail outlets provide for ancillary vehicle sales revenue, such as
warranty, financing and aftermarket products.
Competition
Competition among vehicle rental industry participants is intense and is primarily based on vehicle availability and quality, price, service, reliability, rental
locations, product innovation and competition from online travel agents and vehicle rental brokers. We believe that the strength of the Hertz, Dollar and
Thrifty brands, our extensive worldwide network of vehicle rental operations and our commitment to innovation, including our EV initiatives, provide us
with a strong competitive advantage. Our principal vehicle rental industry competitors are Avis Budget Group, Inc., which currently operates the Avis,
Budget, ZipCar and Payless brands; Enterprise Holdings, which operates the Enterprise
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Rent-A-Car Company, National Car Rental and Alamo Rent A Car brands; and SIXT. We also compete with local and regional vehicle rental companies,
ride share companies and peer-to-peer car sharing marketplaces.
Geographic Markets
U.S.
The U.S. represented approximately $38.4 billion in estimated annual industry revenues for 2023. The average number of vehicles in the U.S. vehicle
rental industry in 2023 was approximately two million vehicles. U.S. industry Revenue Per Unit Per Month in 2023 was approximately $1,412.
Europe
Europe represented approximately $19.3 billion in estimated annual industry revenues for 2023. Europe has generally demonstrated a lower historical
reliance on air travel because the European off airport vehicle rental market has been significantly more developed than in the U.S. Within Europe, the
largest markets in which we do business are France, Germany, Italy, Spain and the United Kingdom. Throughout Europe, we do business through
company-operated rental locations and through our franchisees or partners.
Asia Pacific
Asia Pacific represented approximately $21.7 billion in estimated annual industry revenues for 2023. Within this region, the largest markets in which we
do business are Australia, China, Japan and New Zealand. In each of these countries we do business through company-operated rental locations and
through our franchisees or partners.
Middle East and Africa
The Middle East and Africa represented approximately $3.5 billion in estimated annual industry revenues for 2023. Within these regions, the largest
markets in which we do business are South Africa and the United Arab Emirates. In each of these countries we do business through our franchisees.
Latin America
Latin America represented approximately $5.1 billion in estimated annual industry revenues for 2023. Within Latin America, the largest markets in which
we do business are Argentina, Mexico and Panama. In each of these countries, we do business through our franchisees or partners.
EMPLOYEES AND HUMAN CAPITAL MANAGEMENT
As of December 31, 2023, we employed approximately 27,000 persons, consisting of approximately 21,000 persons in the U.S. and approximately
6,000 persons internationally.
Certain employees outside the U.S. are covered by a wide variety of union contracts and governmental regulations affecting, among other things,
compensation, job retention rights and pensions. Labor contracts covering the terms of employment of 26% of our workforce in the U.S. (including those
in the U.S. territories) are presently in effect with local unions, affiliated primarily with the International Brotherhood of Teamsters and other plans. Labor
contracts covering 45% of these employees will expire during 2024. 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.
In addition to the employees referred to above, we engage outside services, as is customary in the industry, principally for the non-revenue movement of
rental vehicles between rental locations.
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Human Capital Management
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Our people are our greatest asset. We believe that to continue to evolve as a business, and achieve our strategic goals, we must attract and retain the
right talent. We therefore strive to have a constant focus on, and remain attentive to, matters concerning our employees.
Our human capital management strategy begins with our Board and senior management. Our Board and Board committees periodically review our
employee programs and initiatives, and oversee our approach to attracting, retaining and developing talent. Our Board reviews key senior management
compensation and benefit programs. Senior management uses various tools to strive to ensure its human capital management strategies are delivering
intended results, such as seeking feedback from our employees.
Our focus on talent retention requires that we invest in our employees' professional development as well as their physical, emotional and financial well-
being. We regularly assess our benefits and program offerings to provide a compelling and comprehensive portfolio, which currently includes the following
in the U.S. (specific offerings vary for employees represented by labor unions):
•
•
•
•
•
•
•
•
•
•
•
•
•
•
competitive salaries and wages;
retirement savings with a 401(k) Plan and an employer match, up to a certain percentage;
comprehensive health insurance, including medical, dental and vision plans for employees and their dependents;
employer provided life insurance;
no-cost employee assistance program, providing confidential counseling to help employees and their families dealing with hardships;
paid parental leave;
adoption benefits;
free health screenings and programs for tobacco cessation, weight management and wellness coaching;
employee referral incentive program;
employee and family rental car and Hertz Car Sales discounts;
employee training, professional development, education and tuition aid programs;
employee relief fund that provides immediate, short-term financial assistance to employees through employee contributions and company match
to assist employees dealing with natural disasters;
training and development opportunities; and
employee resource groups.
Outside of the U.S., we are committed to offering similar comprehensive programs that leverage the best of global benefits tailored by country to reflect
local practices and culture. We evaluate our total benefits and programs annually and use feedback from employees to make thoughtful changes to
ensure our programs continue to meet the needs of employees.
We are also committed to an inclusive workplace around the globe that champions equality, values different backgrounds and celebrates individuality. We
believe the varied perspectives, experiences, skills and talents of our employees represent a significant part of our culture, as well as our success and
reputation as a company.
As a global business, we have a firm commitment to equal opportunity, non-discrimination and anti-harassment. In addition, we strive to adhere to all
relevant laws and mandatory reporting requirements. We are proud to have a diverse workforce around the world, and are committed to a journey that
gives growth and opportunities throughout our organization. We embrace and encourage our employees' differences in age, race, religion, disability,
ethnicity, gender, sexual orientation and other characteristics that make our employees unique.
At every level, we are committed to developing policies, practices and ways of working that support diversity and inclusion and aim to create a workplace
where everyone feels respected and heard.
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CORPORATE RESPONSIBILITY
We recognize our influence and are committed to do the right thing, the right way, every time for our employees and customers, as well as our
communities and our planet. Delivering on this responsibility is a never-ending journey and one that we are proud to be on. We are committed to
managing our businesses ethically and responsibly as we believe doing so enables us to realize the continuous improvement, sustainable innovation and
enhanced business performance that are critical to our success.
The Environment
We are committed to understanding and addressing the impact of our operations and broader value chain on the environment and our communities
through sustainable business practices, strategic decision-making, community partnerships and smart investments in future technologies, and to be a
leader in the modern mobility landscape.
Climate Performance
We recognize the importance of reducing our greenhouse gas emissions as both a climate and business imperative. We are committed to our goal of
being at the center of the modern mobility ecosystem and believe our investments in EVs and charging infrastructure will contribute towards our goal of
enhancing the sustainability of our operations.
Fuel Efficient Fleet
As a critical connector between drivers, vehicles and technology, we have entered into relationships around EVs and technology. We offer a diverse fleet
of EVs through agreements with a variety of EV manufactures, such as Tesla, Polestar and General Motors. We are also investing in EV infrastructure
across our global operations by installing charging stations throughout our network to power our fleet and support customer adoption of EVs and
supporting EV infrastructure expansion in several of the communities in which we operate through initiatives such as Hertz Electrifies and collaborations
such as bp pulse. We have partnerships with certain ride share companies to provide EVs to drivers using their networks.
Water
We work to integrate environmental sustainability across our operations, including in our car washes. Car washes are the primary source of our water
use, and we are focused on minimizing our demand on municipal water systems. We are committed to reviewing our procedures to prioritize water
conservation from system efficiency upgrades in water stressed regions where we operate.
Waste Reduction and Recycling
Resource conservation and waste reduction is a component of our commitment to environmental sustainability across our global footprint. Recycling
efforts include, but are not limited to, recycling used oils and solvents, tires, batteries, information technology equipment and general mixed materials.
Facilities and Construction
We seek to maximize energy and water efficiency at our facilities and rely on renewable energy at a number of locations. We incorporate sustainable
design and construction practices based on Leadership in Energy and Environmental Design ("LEED") standards. LEED is administered by the U.S.
Green Building Council and is the most widely used and respected green building rating system. Our world headquarters in Estero, Florida is LEED
Gold certified, and we have locations in St. Louis, Charlotte, Denver, Dulles and Newark airports that are also LEED certified. In addition to LEED,
ISO 14001 sets environmental management standards and certifies facilities to those standards, while ISO 45001 addresses employee safety and
workplace risks. Our Hertz European Service Center in Dublin, Ireland has achieved and maintains ISO 14001 and ISO 45001 certifications. Both LEED
and ISO
®
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standards enhance the health and comfort of building occupants, improve overall building performance and deliver cost savings.
In addition to incorporating leading standards into our buildings, we also strive to include on-site renewables consisting of solar photovoltaic systems at
certain locations, which decreases our carbon footprint while lowering utility costs.
Our People and Communities
Our employees help drive our progress, innovation and success. We strive to empower our employees so they can build trust with our customers and the
communities we serve around the world. As discussed above, attracting and retaining top talent is more than a measure of our business success; it is a
measure of who we are and what we value. We also are committed to making a positive difference in the communities where we work, live and serve
through our charitable giving and volunteer programs.
Our Business
Governance
We are committed to ensuring appropriate oversight and accountability of our corporate responsibility initiatives and our Board and senior management
are directly engaged in this effort. Our Board's Governance Committee oversees this work and receives regular reports from management on our
corporate responsibility efforts. In 2023, we launched a sustainability disclosure committee, comprised of senior leaders from a cross-functional
spectrum, which is responsible for overseeing our sustainability-focused disclosure processes, resources and results.
Ethics
We seek to operate in compliance with all applicable laws and maintaining the highest standards of ethical conduct. Integrity is essential to every aspect
of our business, both in policy and practice. Our Standards of Business Conduct outline specific practices to identify acceptable and unacceptable
behavior for employees, officers and directors and helps promote our culture of acting ethically and doing the right thing in our operations around the
world. Our Standards of Business Conduct also outline our policies and guidelines to help our employees navigate a variety of situations in relationships
with each other and our stakeholders.
Supplier Diversity
We recognize that supporting diversity goes beyond our internal policies and practices, and we seek to build sustainable relationships with suppliers who
integrate diversity into their own hiring processes and supply chain. Through our Supplier Diversity Program, we are committed to the equal and fair
treatment of all suppliers. We aim to provide minority-owned, woman-owned and other socially or economically disadvantaged small businesses who
perform at high levels the opportunity to compete to deliver products and services that support our brands.
As a long-standing member of the National Minority Supplier Development Council and the Women’s Business Enterprise National Council, we actively
seek to do business with suppliers who are certified by such councils that recognize women and minorities.
Through these efforts, we seek to emphasize a supplier representation that reflects the customers and communities we serve. We believe that leveraging
the global diversity of our workforce and supplier relations will enable us to address the local needs of the communities in which we live and work around
the world.
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ITEM 1. BUSINESS (Continued)
INSURANCE AND RISK MANAGEMENT
In addition to managing risk associated with our business, rental car operations introduce several industry-specific generally insurable risks:
•
•
•
legal liability arising from the operation of our vehicles (i.e., vehicle liability);
legal liability to members of the public and employees from other causes (i.e., general liability/workers' compensation); and
risk of property damage and/or business interruption and/or increased cost of operating as a consequence of property damage.
In many cases we self-insure for these risks or insure 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. For certain of our international
operations, we maintain some liability insurance coverage with unaffiliated carriers.
In addition, we offer customers 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
contractual arrangements.
Third-Party Liability
In our U.S. operations, we are required by applicable financial responsibility laws to maintain insurance against legal liability for bodily injury, death or
property damage to third parties arising from the operation of our vehicles, sometimes called “vehicle liability,” in stipulated amounts. In most jurisdictions,
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 jurisdictions, we obtain an insurance policy from an
unaffiliated insurance carrier and indemnify the carrier for any amounts paid under the policy. The regulatory method for protecting against such vehicle
liability should be considered in the context of the Graves Amendment, as we generally bear limited economic responsibility for U.S. vehicle liability
attributable to the negligence of our drivers, except to the extent that we successfully transfer such liability to others through insurance or contractual
arrangements.
For our vehicle rental operations in Europe, we have established a wholly-owned insurance subsidiary, Probus Insurance Company Europe DAC
(“Probus”), a direct writer of insurance domiciled in Ireland. In certain European countries with company-operated locations, we have purchased from
Probus the vehicle liability insurance required by law. In other European countries, this coverage is purchased from unaffiliated carriers. Accordingly, as
with our U.S. operations, we bear economic responsibility for vehicle liability in our European vehicle rental operations, except to the extent that we
transfer such liability to others through insurance or contractual arrangements. For our international operations outside of Europe, we maintain some form
of vehicle liability insurance coverage with unaffiliated carriers. The nature of such coverage and our economic responsibility for covered losses varies
considerably. Nonetheless, we believe the amounts and nature of the coverage we obtain is adequate in light of the respective potential hazards.
In our U.S. and international operations, periodically in the course of our business, we become legally responsible to members of the public for bodily
injury, death or property damage arising from causes other than the operation of our vehicles, 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. In addition, to mitigate these exposures, we maintain excess liability insurance coverage with unaffiliated insurance carriers.
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In our U.S. vehicle rental operations, we offer an optional liability insurance product, Liability Insurance Supplement (“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
primarily provided under excess liability insurance policies issued by an unaffiliated insurance carrier, the risks under which are reinsured with a wholly-
owned subsidiary, HIRE Bermuda Limited. Our offering of LIS coverage in our U.S. vehicle rental operations is conducted pursuant to limited licenses or
exemptions under state laws governing the licensing of insurance producers.
Provisions on our books for self-insured public liability and property damage vehicle liability losses are made by charges to expense based upon
evaluations of estimated ultimate liabilities on reported and unreported claims.
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 globally, we maintain property insurance with unaffiliated insurance carriers in such
amounts as we deem adequate in light of the respective hazards, where such insurance is available on commercially reasonable terms.
Our rental contracts typically provide that the renter is responsible for damage to or loss (including loss through theft) of rented vehicles. We generally
offer an optional rental product, known in various countries as “loss damage waiver,” “collision damage waiver” or “theft protection,” under which we
waive or limit our right to make a claim for such damage or loss.
Collision damage costs and the costs of stolen or unaccounted-for vehicles, 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 workers' compensation and employer's liability, commercial crime and fidelity, performance bonds, directors' and officers' liability
insurance, terrorism insurance and cybersecurity insurance, all from unaffiliated insurance companies in amounts we deem to be adequate in light of the
respective hazards, where such coverage is obtainable on commercially reasonable terms.
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
We are subject to numerous types of governmental controls, including those relating to prices and advertising, privacy and data protection, currency
controls, labor matters, credit and charge card operations, insurance, environmental protection, used vehicle sales and licensing.
Dealings with Customers
In the U.S., vehicle rental transactions are generally subject to Article 2A of the Uniform Commercial Code, which governs leases of tangible personal
property. Vehicle rental is also specifically regulated in more than half of the states of the U.S. and many other international jurisdictions. The subjects of
these regulations include the methods by which we advertise, the methods used to 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, Nevada and New York)
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 “Insurance and Risk Management—Damage to Our Property” above for further discussion regarding the loss
or damage waivers and optional insurance coverages that we offer renters. In
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addition, various consumer protection laws and regulations may generally apply to our business operations. Internationally, regulatory regimes vary
greatly by jurisdiction and include increasing scrutiny from consumer law regulators in Europe and a stronger focus on corporate compliance, but the
regimes do not generally prevent us from dealing with customers in a manner similar to that employed in the U.S.
Both in the U.S. and internationally, we are subject to increasing regulation relating to customer privacy and data protection. In general, we are required
to disclose our data collection and processing practices as well as our use and sharing of data that we collect from or about renters. In doing so, we are
obligated to take reasonable steps to protect customer data while it is in our possession and comply with individual privacy right requests. Our failure to
do so could subject us to substantial legal liability, require us to bear significant remediation costs or seriously damage our reputation.
Changes in Government Regulations
Changes in government regulation of our businesses 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 passage of new laws and regulations or changes in the interpretation of existing
laws, regulations and treaties by a court, regulatory body or governmental official. Those changes may have prospective and/or retroactive effect,
particularly 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 could have a more significant effect on us than on our competitors, depending on the circumstances.
Several U.S. states historically required “bundled pricing” by rental vehicle companies but those same states subsequently enacted statutory exceptions
to allow for the separate pass-through of certain fees (e.g., airport concession fees, customer facility charges and vehicle licensing fees) with proper
disclosure. In addition, the Canadian Competition Bureau has interpreted Canadian consumer law to prohibit “drip pricing” such that base rate advertising
is not allowed and the first price that consumers view on the websites of rental vehicle companies must reflect the bundled price for the proposed rental.
Recent or potential changes in laws or regulations that may affect us relate to insurance intermediaries, customer privacy, like-kind exchange programs,
data security and rate regulation and our retail vehicle sales operations.
In addition, our operations, as well as those of our competitors, could also be affected by any limitation in the fuel or energy 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 U.S. or internationally. Such a
regime could, however, be quickly imposed if there was a serious disruption in supply for any reason, including an act of war, terrorist incident or other
problem affecting petroleum or energy supply, petroleum refining, or energy distribution or pricing.
Environmental
We are subject to extensive federal, state, local and foreign environmental and safety laws, regulations, directives, rules and ordinances concerning,
among other things, the operation and maintenance of vehicles; the ownership and operation of tanks for the storage of petroleum products, including
gasoline, diesel fuel and oil; and the generation, storage, transportation and disposal of waste materials, including oil, vehicle wash sludge and waste
water.
When applicable, we estimate and accrue for certain environmental costs, such as to study potential environmental conditions at sites deemed to require
investigation or clean-up activities and for costs to implement remediation actions, including ongoing maintenance, as required. Based on information
currently available, we believe that the ultimate resolution of existing environmental remediation actions and our compliance in general with
environmental laws and regulations will not have a material effect on our operating results or financial condition. However, it is difficult to predict with
certainty the potential impact of future compliance efforts and environmental remedial actions and thus future costs associated with such matters may
exceed the amount of the estimated accrued amount.
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AVAILABLE INFORMATION
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
You may access, free of charge, Hertz Global and Hertz's reports filed with or furnished to the SEC (including the Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and any amendments to those reports) directly through the SEC's website (www.sec.gov) or
indirectly through our 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 2023 Annual Report 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 significant risks and uncertainties, and should be carefully considered along with all of the information in this 2023
Annual Report. We believe that the following information identifies the material risks and uncertainties most likely to affect Hertz Global and Hertz;
however, these are not the only risks and uncertainties that we encounter in our operations. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial may also materially and adversely affect our business, results of operations, financial condition, liquidity and cash
flows in future periods. In such a case, you may lose all or part of your investment in Hertz Global's common stock or The Hertz Corporation's debt
securities. You should carefully consider each of the following risks and uncertainties. You should not interpret the disclosure of any risk factor to imply
that the risk has not already materialized. Any of the following risks and uncertainties could materially and adversely affect our business, financial
condition, operating results or cash flow in future periods.
RISKS RELATED TO OUR FLEET
The mix of program and non-program vehicles in our fleet, as well as declining values of our non-program vehicles, can subject us to an
increased residual value risk.
We use program and non-program vehicles in our fleet. With program vehicles, vehicle manufacturers agree to repurchase the vehicles at a specified
price or guarantee the depreciation rate on the vehicles during a specified time period. Using program vehicles in our fleet can often alleviate our residual
value risk because of the terms of our agreements with the vehicle manufacturer for repurchases and guaranteed depreciation on those vehicles.
Additionally, program vehicles provide flexibility because we may be able to sell certain program vehicles shortly after having acquired them at a higher
value than what we could for a similar non-program vehicle at that time, which is useful in managing demand for vehicles. These benefits diminish when
there are fewer program vehicles in our fleet, which has generally been the case in recent years.
The significant majority of vehicles in our fleet are non-program vehicles. Overall, the percentage of non-program fleet that we hold exposes us to residual
value risk. Decreases in residual values of our non-program vehicles, or the failure of residual values to follow historical patterns, could result in a
substantial loss on the sale of such vehicles, or accelerated depreciation while we own the vehicles. Each of these outcomes can materially adversely
affect our results of operations, financial condition, liquidity and cash flows.
Forward estimates on vehicle residual values have recently declined, subjecting us to greater risk of losses on vehicle sales, increased
depreciation or challenges in meeting collateral requirements in our fleet financing facilities.
Recent data for used vehicles has shown a sudden downward trend in residual values. This data has also suggested that prices in the used vehicle
market could decrease further in 2024. A further reduction in residual values for non-program vehicles in our fleet, or the failure of residual values to
improve, could cause us to hold vehicles longer, sustain a substantial loss on the sale for such vehicles or require us to depreciate those vehicles at a
more accelerated rate than currently anticipated while we own them.
If the market value of the vehicles in our fleet is reduced or our ability to sell vehicles in the used vehicle marketplace were to become severely limited,
we may have difficulty meeting collateral requirements under our asset-backed and asset-based financing arrangements, requiring us to either reduce
the outstanding principal amount of debt or provide more collateral (in the form of cash, vehicles and/or certain other contractual rights) to the creditors
under any such affected arrangement.
If we sustain substantial losses on sale of vehicles, depreciation is accelerated, or our access to or the terms of our asset-backed and asset-based debt
financing are adversely affected, it could have a material adverse effect on our results of operations, financial condition, liquidity and cash flows.
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ITEM 1A. RISK FACTORS (Continued)
We may be unable to purchase adequate supplies of competitively priced vehicles or the cost of the vehicles we purchase may increase
significantly without a compensating increase in vehicle rental rates or residual values.
Our vehicle purchase strategies have historically been and may in the future be affected by commercial, economic, market and other conditions,
including a reduction of supply from auto manufacturers and any rebates or other incentives offered by them for our purchases. Purchases of vehicles
from manufacturers are generally made pursuant to master agreement or framework agreements and are generally subject to potential delay or
cancellation by manufacturers. Although we work with manufacturers on a continuous basis to gain a mutual understanding of their supply of, and our
demand for, vehicles, the process by which we normally purchase vehicles does not always guarantee the availability of the desired vehicles on a timely
basis, or provide us with remedies for any unavailability. Used vehicle supply and pricing can be impacted by the same factors relevant to the available
supply and pricing of new vehicles, or the new vehicle market itself. Consequently, there is no guarantee that we can purchase a sufficient number of
vehicles, whether new or used, at competitive prices and on competitive terms and conditions, or that we would be able to compensate for increased
acquisition costs through vehicle rental rates or residual values. In addition, if we are unable to purchase new vehicles at competitive prices to refresh our
fleet, increased maintenance costs in relation to our existing fleet may adversely affect our results of operations, financial condition, liquidity and cash
flows.
We may not be able to effectively dispose of non-program vehicles, at the times or through the channels, that we desire.
The significant majority of vehicles in our fleet are non-program vehicles. We sell our non-program vehicles through a variety of channels, including
auction, dealer direct wholesale, direct sales to third parties and retail in an effort to maximize sale prices and have access to an array of sales channels
to dispose of vehicles in a timely manner. However, there are many factors that can affect the market for used vehicles. Vehicle purchases are typically
discretionary for consumers and the market for used vehicles is subject to many economic factors, such as demand, consumer interests, inventory levels,
pricing of new car models, interest rates, fuel costs, tariffs and other general economic conditions. Any combination of these factors can make it more
difficult for us to successfully dispose of vehicles and optimize our fleet mix. Similarly, combinations of these factors may make our retail sales channels
less capable of providing stable or desirable vehicle prices compared to the wholesale disposition channels. If we are unable to sell vehicles at our
preferred times and through our preferred channels, it may adversely affect our results of operations, financial condition, liquidity and cash flows.
Our vehicle carrying costs, customer service scores and ability to dispose of vehicles at acceptable prices and times may be negatively
impacted if we lengthen the age of our fleet.
In recent years, the average age of our fleet has become longer and the percentage of pre-owned vehicles in our fleet has grown, both as a result of a
variety of factors, including COVID-19 related supply chain challenges, greater customer acceptance of higher mileage vehicles, our strategic revenue
initiatives (such as ride share and reinvigoration of our value brands), and choices that we make in light of residual value dynamics at any given time.
However, aged vehicles present additional risks to our operations, including the risk of higher maintenance costs while in the fleet and lower customer
satisfaction scores. In addition, it may be more difficult for us to sell a highly aged vehicle at reasonable prices, or through our preferred retail channels, or
at the time that we prefer. Our inability to rotate aged vehicles for newer vehicles may have an adverse effect on our results of operations, financial
condition, liquidity and cash flows.
Our business, results of operations and financial condition are dependent on the efficient operation of a complex global supply chain.
Disruption in that supply chain may adversely affect our ability to service demand, or do so efficiently.
Our supply chain, particularly with respect to access to new vehicles, is complex and reliant on raw goods and finished materials that are obtained from or
manufactured by many different market participants, both within and
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ITEM 1A. RISK FACTORS (Continued)
outside the U.S. In addition to lingering impacts from the COVID-19 pandemic, the global automotive supply chain has been negatively impacted by the
military conflict between Russia and Ukraine. Governments in the U.S., United Kingdom, and European Union have each imposed export controls on
certain products and financial and economic sanctions on certain industry sectors and parties in Russia. Shortages in materials and increased costs for
transportation, energy, and raw materials, particularly with respect to raw materials extracted from, or components produced in, Russia and/or Ukraine,
which are important to the vehicle manufacturing industry, including the production of EV batteries, can impact vehicle production volumes, delivery
schedules and costs. In addition, the global supply chain can be impacted by logistics provider capacity issues, inflationary pressures, increased freight
costs, depleted inventory levels, labor shortages and demand peaks. As a result of the foregoing and other factors, various automotive manufacturers
have been forced to delay or stall new vehicle production in recent years, which caused limitations in supply and delays in us receiving new vehicles.
These conditions may continue, or other global and regional supply chain disruptions may in the future cause similar issues. Consequently, there is no
guarantee that we will be able to purchase a sufficient number of new vehicles at competitive prices and on competitive terms and conditions to fulfill
demand or to do so efficiently.
The failure of a manufacturer of our program vehicles to fulfill its obligations under a repurchase or guaranteed depreciation program could
expose us to losses on those program vehicles.
If any manufacturer of our program vehicles does not fulfill its obligations under its repurchase or guaranteed depreciation agreement with us, whether
due to default, reorganization, bankruptcy or otherwise, then we would have to dispose of those program vehicles without receiving the benefits of the
associated repurchase programs. In addition, we could be left with a substantial unpaid claim against the manufacturer with respect to program vehicles
that were sold back to the manufacturer but not paid for, or that were sold for less than their agreed repurchase price or guaranteed value.
The failure by a manufacturer to pay such amounts could cause a credit enhancement deficiency under our asset-backed and asset-based financing
arrangements, requiring us to either reduce the outstanding principal amount of debt or provide more collateral (in the form of cash, vehicles and/or
certain other contractual rights) to the creditors under any such affected arrangement.
If one or more manufacturers were to adversely modify or eliminate repurchase or guaranteed depreciation programs in the future, our access to and the
terms of our asset-backed and asset-based debt financing could be adversely affected, which could in turn have a material adverse effect on our results
of operations, financial condition, liquidity and cash flows.
Manufacturer safety recalls could require costly and time-consuming repairs to our fleet.
The Raechel and Jacqueline Houck Safe Rental Car Act of 2015 prohibits us from renting or selling vehicles with open federal safety recalls and requires
us to repair or address these recalls. If a large number of vehicles are the subject of a recall at one time, or if needed replacement parts or skilled labor
are not in adequate supply, we may not be able to service all of our available demand for a significant period of time. The potential impact of a recall may
be particularly severe if it impacts a model that comprises a significant proportion of our fleet, or parts that are common across numerous model types.
These types of disruptions could jeopardize our ability to fulfill existing contractual commitments or satisfy demand for our vehicles and could also result
in the loss of business to competitors whose fleets are not similarly impacted. Depending on the severity of any recall, it could materially adversely affect,
among other things, our revenues, create customer service problems, present liability claims, reduce the residual value of the recalled vehicles and harm
our general reputation.
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ITEM 1A. RISK FACTORS (Continued)
RISKS RELATED TO OUR BUSINESS
Our vehicle rental business is particularly sensitive to reductions in the levels of business and leisure travel.
The vehicle rental industry is particularly affected by changes in the demand for business and leisure travel, especially with respect to levels of airline
passenger traffic. Reductions in levels of air travel, whether caused by general economic conditions including inflation, higher airfare costs or other
events such as work stoppages, military conflicts, terrorist incidents, civil unrest, cybersecurity incidents, natural disasters, epidemic or pandemic
diseases, government shutdowns, recessions or other economic or labor market downturns, or the response of governments to any of these events,
could have a material adverse effect on the demand for vehicle rentals overall and for our rental vehicles in particular.
For example, business and leisure travel were significantly adversely affected in all global markets by the COVID-19 pandemic and the unprecedented
measures taken by governments and businesses in response resulted in a material adverse effect on our results of operations, financial condition,
liquidity and cash flows. Some categories of travel, such as business travel, have not yet returned to pre-pandemic levels. Resurgence of the COVID-19
virus or variants thereof, or other global or regional health crises, could have similar impacts.
Similarly, the COVID-19 pandemic resulted in a significant increase in the use of conferencing and collaboration technology for business, as well as
greater shifts to remote work and essential-only travel. A continuation of these trends could result in a prolonged decrease in demand for business-
related travel, which could materially and adversely affect demand for our rental vehicles for business travel over the long-term.
In addition to being impacted by broad-based travel trends, our results of operations and financial condition are impacted by more local trends. We derive
significant revenues from key leisure destinations, including California, Florida, Hawaii, New York and Texas in the U.S. and major cities in Europe.
Travel to leisure destinations is dependent upon the ability and willingness of consumers to travel on vacation, which in turn is impacted by a variety of
factors, including weather and climate-related events, geopolitical dynamics in a location and the effect of economic cycles on consumers’ discretionary
travel. Uncertainty in overall consumer sentiment in the current economic environment, coupled with military conflicts, such as between Russia and
Ukraine, may adversely affect leisure travel to certain key markets, and thus have a negative impact on our business.
Our business is highly seasonal and any occurrence that disrupts rental activity during our peak periods could materially adversely affect our
results of operations, financial condition, liquidity and cash flows.
The second and third quarters of the year have historically been the strongest quarters for our vehicle rental business due to increased levels of leisure
travel during the summer months in the geographies where we generate most of our revenue. We seek to manage seasonal increases in demand by
increasing our available fleet and staff during peak periods, but we may not always be successful in doing so. Any circumstance, occurrence or situation
that disrupts rental activity during our peak periods, or our inability to effectively meet heightened demand in those periods, could have a materially
adverse effect on our results of operations, financial condition, liquidity and cash flows.
We may be unable to accurately estimate future levels of rental activity and adjust the number, location and mix of vehicles used in our rental
operations accordingly.
Vehicle costs typically represent our largest expense and vehicle purchases are often made weeks or months in advance of the expected use of the
vehicle. Accordingly, our business is dependent upon the ability of our management to accurately estimate future levels of rental activity and consumer
preferences with respect to the mix of vehicles used in our rental operations and the location of those vehicles. If we are unable to purchase a sufficient
number of vehicles, or the right types of vehicles, to meet consumer demand, we may lose revenue or market share to our competitors. If we purchase
too many vehicles, our Vehicle Utilization could be adversely affected and we may not be able to dispose of excess vehicles in a timely and cost-effective
manner. If our fleet management
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ITEM 1A. RISK FACTORS (Continued)
systems are unable to accurately estimate future levels of rental activity and determine the appropriate mix of vehicles to purchase and maintain in our
rental operations, the results may be obsolescence and excessive aging of fleet, the inability to sell fleet at adequate prices, sub-optimal fleet size and
utilization, increased fleet costs, lower customer satisfaction, lost or missing fleet assets, reduced margins and cash flows and other unfavorable
consequences, which may materially adversely affect our results of operations, financial condition, liquidity and cash flows.
Our EV strategy may not be as successful as we anticipate.
We have an EV strategy focused on electrification and advancing mobility. There are a number of risks associated with our EV strategy, including but not
limited to the following:
• Volatility in the pricing of new EVs by manufacturers, which can impact the residual values of EVs in our fleet;
• The timeline for the build out of the charging infrastructure that is needed to fully support an increase in EVs generally for the public, our ability
to facilitate access to that infrastructure for our customers, and our ability to develop our own charging infrastructure;
• Demand for EVs, which may be impacted by customer sentiment regarding EVs overall, including with respect to the reliability and safety of EVs
and access to charging infrastructure;
• The frequency of damage and collision to EVs, which may be impacted by lack of familiarity by drivers;
•
• Costs associated with maintaining or repairing EVs and related infrastructure, which may remain elevated until the market for labor and parts for
Our ability to successfully deploy EVs to ride share drivers;
EV and EV infrastructure repair and maintenance matures;
• Our ability to secure adequate EV supply within the time frame we, and our customers, expect;
• Our ability to attract, retain and train talent that is capable of managing an EV fleet;
• Risks related to the battery cells on which EVs depend, including the safety of such products and the associated need to maintain and
significantly grow access to battery cells and raw materials;
• Risks related to the data connectivity and the technology upon which the success of these initiatives will rely, such as risks of unauthorized
access to modify or use such technology; and
• Possible competition from other vehicle rental providers or mobility industry participants that may implement similar strategies and the
possibility that our EV initiatives are not as successful with our consumer base as anticipated.
Moreover, although we are sourcing EVs from a growing number of manufacturers, in the near term, we remain exposed to a number of risks related to
the potential concentration of EV makes and models in our fleet, including the risk that a malfunction, recall or lack of availability of replacement parts or
skilled labor for a particular EV make and model could have an outsized impact on our ability to offer EVs, or that demand from our customers for the
particular EVs we acquire may be lower than we anticipate.
We generally believe that demand for EVs by ride share drivers is a growth opportunity, and that, as a result, ride share rentals are a key element of our
electrification strategy and also subject to the factors described above. Furthermore, the success of our ride share rentals are dependent on continuation
of our partnerships with key ride share companies, and any disruption or termination of those partnerships could materially adversely affect ride share
rentals and our overall EV strategy.
In addition, the success of our strategic initiatives related to EVs depends, in part, on the economics ultimately associated with EVs, including
depreciation rates and residual values of EVs and the cost of financing EVs, which will impact the attractiveness of our EVs to us and our customers.
These economics are evolving due to the developing nature of the EV market. Outcomes associated with these economic factors could materially impact
the success of such initiatives.
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ITEM 1A. RISK FACTORS (Continued)
In December 2023, we made the decision to significantly reduce the size of our global EV fleet and initiated EV vehicle dispositions, which are expected
to take place over the course of 2024. Our decision to reduce our EV fleet resulted in the recognition, during the fourth quarter of 2023, of $245 million of
incremental net depreciation expense related to the sale. While we expect that this action will better balance supply against expected demand of EVs,
position us to eliminate a disproportionate number of lower margin rentals and reduce collision and damage expense associated with EVs, as well as
ultimately improve our financial results, we cannot guarantee that we will be able to execute EV dispositions so that the expected benefits of this action
will materialize.
If we do not adequately address potential risks related to EVs, our results of operations, financial condition, liquidity and cash flows may be adversely
impacted and our ability to pursue our EV initiatives could be compromised.
We may fail to adequately respond to changes in technology that are impacting the mobility industry.
The mobility industry has recently been characterized by rapid changes in technology innovation and deployment to address evolving customer
demands, improve operational efficiency and disrupt competitive dynamics. Examples include technology solutions designed to: address increasing
customer expectations, improve vehicle maintenance and utilization and enable traditional and non-traditional competitors to introduce transportation
offerings, consumption models and vehicle platforms, including EVs and autonomous vehicles and other potentially disruptive technologies. Our ability to
continually improve our technology platforms, processes and products in this environment is essential to maintain a competitive position in customer
satisfaction, market share and cost structure.
Due to natural complexity in technology innovation, potentially high costs of certain initiatives, and the competition for talent in the technology space, we
may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced
product offerings. These challenges related to emerging technology may result in loss of competitive differentiation, margin erosion, declining market
share, inability to achieve our strategic initiatives, inefficient or outdated service delivery platforms, inability to attract or retain key talent and other
unfavorable consequences that may materially adversely affect our results of operations, financial condition, liquidity and cash flows.
We face intense competition that may lead to downward pricing or an inability to increase prices.
We believe that price is one of the primary competitive factors in the vehicle rental market and various factors beyond our control may prevent us from
pricing our offerings at a level that we believe is appropriate for the quality and service we offer, or that is necessary to fund reinvestments in innovative
offerings for customers. Technology has enabled cost-conscious customers, including business travelers, to compare rates available from rental
companies more easily, and for competitors to monitor our pricing decisions in real time. Our competitors, some of whom may have greater resources
and better access to capital than us, may seek to reduce prices in order to, among other things, attempt to gain a competitive advantage, capture share in
a particular geography or class of rental, or compensate for declines in rental activity.
Additionally, pricing in the vehicle rental industry is impacted by the supply of vehicles available for rent. Any significant fluctuations in the supply of rental
vehicles available in the market due to unexpected changes in demand, supply chain disruptions, residual value declines or actions taken by our
competitors could require us to make changes to our pricing. Our ability to compete effectively depends, in part, on our ability to maintain a competitive
and agile cost structure. If we cannot maintain our costs at a competitive level and with the ability to adapt to changing circumstances, then our business
could be materially adversely affected.
We also compete with non-traditional companies for vehicle rental market share, including auto manufacturers, ride-hailing and car sharing companies
and other competitors in the mobility industry. To the extent we do not react appropriately to our competition or optimize our revenue and pricing
strategies to react to the actions of these competitors, we may experience sub-optimal pricing, sub-optimal asset utilization, poor customer satisfaction,
lost revenue and other unfavorable consequences which may materially adversely affect our revenues and results of operations, financial condition,
liquidity and cash flows.
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ITEM 1A. RISK FACTORS (Continued)
We rely on third-party distribution channels for a significant amount of our revenues and adverse changes in our access to, prominence
within, cost to participate in, or volume delivered pursuant to these distribution channels could have a material adverse effect on our
business.
Third-party distribution channels account for a significant amount of our vehicle rental reservations. These third-party distribution channels include
traditional and online travel agencies, third-party internet sites, airlines and hotel companies, marketing partners such as credit card companies and
membership organizations and global distribution systems that allow travel agents, travel service providers and customers to connect directly to our
reservations systems. Loss of access to or prominence within any of these channels, changes in pricing or commission structures or other terms within
these channels, or a reduction in transaction volume through these channels could have a material adverse effect on our financial condition or results of
operations, liquidity and cash flows, particularly if our customers are unable to access our reservation systems through alternate channels.
If our customers develop loyalty to internet travel intermediaries rather than our brands, our business and revenues could be adversely
affected.
Certain internet travel intermediaries, such as online travel agencies and third-party internet sites, use generic indicators of the type of vehicle (such as
“standard” or “compact”) at the expense of brand identification. In addition, some intermediaries have launched their own loyalty programs to develop
loyalties to their reservation system rather than to our brands. If the volume of sales made through internet travel intermediaries increases significantly
and consumers develop stronger loyalties to these intermediaries than to our brands, or if our market share suffers due to lower levels of customer
loyalty, our business and our results of operations, financial condition, liquidity and cash flows could be adversely affected.
Our commercial off airport leases and airport concession agreements expose us to numerous risks that could cause our financial results to
suffer.
We maintain a substantial network of vehicle rental locations at off airport and airport locations in the U.S. and internationally. If we are unable to continue
operating these facilities at their current locations due to the termination of leases or the termination of vehicle rental concessions at airports, which
comprise a majority of our revenues, our operating results could be adversely affected. These leases and concession agreements typically include
minimum payment obligations that are required even if our volume significantly declines, which could increase our costs as a percentage of revenues. In
addition, if the costs of these leases and/or concession agreements increase and we are unable to increase our pricing structure to offset the increased
costs, our results of operations, financial condition, liquidity and cash flows could be adversely affected.
Maintaining favorable brand recognition is essential to our success, and failure to do so could materially adversely affect our business.
Our business is heavily dependent upon the favorable brand recognition that our “Hertz”, “Dollar” and “Thrifty” brand names have in the markets in which
they participate. Factors affecting brand recognition are often outside our control, and our efforts to maintain or enhance favorable brand recognition,
such as marketing and advertising campaigns, may not have their desired effects. Negative claims or publicity regarding, among other things, our
Company or our operations, offerings, practices, or customer service may damage our brands or reputation, even if such claims are untrue. In addition,
although our licensing partners are subject to contractual requirements to protect our brands, it may be difficult to monitor or enforce such requirements,
particularly in foreign jurisdictions, and various laws may limit our ability to enforce the terms of these agreements or to terminate the agreements. Any
decline in perceived favorable recognition of our brands or damage to our reputation could materially adversely affect our results of operations, financial
condition, liquidity and cash flows.
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ITEM 1A. RISK FACTORS (Continued)
RISK RELATED TO OUR EMPLOYEES
The ability to attract and retain front-line employees and senior management is critical to the success of our business.
The success of our business depends on our ability to hire and retain front-line employees, senior management and other key personnel in sufficient
numbers and with the necessary skills to meet demand. We develop and maintain a talent management strategy that defines current and future talent
requirements (e.g., experience, skills, location requirements, timing, etc.) based on our strategic direction, actively conduct talent reviews and succession
planning to be prepared if executives, managers or other key personnel resign, retire or their service is otherwise interrupted, and we strive to maintain
competitive compensation and benefits, employee development and retention programs and build an inclusive culture. Competition for qualified
employees is intense, particularly with respect to technology roles that are critical to our strategic and IT initiatives. Changing employee expectations
about remote work and workplace flexibility complicate our employee recruiting, retention and talent management strategies. In addition, recent
inflationary trends overall have driven market pressure for increased wages, and declines in our share price have impacted the retention value of existing
equity awards. If we do not succeed in building and maintaining our talent pipeline through attracting and retaining qualified personnel, particularly at the
management level, our ability to execute our business plan may be adversely affected, which could harm our operating results or financial condition. In
addition, we may find it difficult to hire and retain a sufficient number of qualified front-line employees to meet demand at certain locations. Overall, the
failure of our talent management strategies could result in inadequate staffing levels, declines in customer satisfaction, an inability to execute our
business plan, eroding employee morale and productivity, an increase in operating expenses or an inability to achieve internal control, regulatory or other
compliance-related requirements.
We may face issues with our union-represented employees.
Active labor contracts covering the terms of employment for the Company's union-represented employees in the U.S. are presently in effect, many of
which cover employees at our larger airport locations, primarily with the International Brotherhood of Teamsters and the International Association of
Machinists. These contracts are renegotiated periodically, and we anticipate renegotiating labor contracts with approximately 45% of these employees in
2024. Failure to negotiate a new labor agreement when required could result in a work stoppage. Although we believe that our labor relations have
generally been good, it is possible that we could become subject to additional work rules imposed by agreements with labor unions, or that contract
extensions, work stoppages or other labor disturbances could occur in the future. In addition, our non-union-represented workforce has been subject to
unionization efforts in the past, and we could be subject to future unionization, which could lead to increases in our operating costs and/or constraints on
our operating flexibility.
RISKS RELATED TO INFORMATION TECHNOLOGY, CYBERSECURITY AND PRIVACY
Cybersecurity threats continue to increase in frequency and sophistication, and a successful cybersecurity attack could interrupt or disrupt
our information technology systems, or those of our third-party service providers, which could, among other things, disrupt our business,
force us to incur costs or cause reputational harm.
We encounter continuous risk of exposure to cyber attacks and other security threats to our information networks and systems, as well as those of our
third-party service providers, and the information stored on those networks and systems. Cyber attacks are increasing in their frequency, sophistication
and intensity, have become increasingly difficult to detect, and may be exacerbated at any time by escalation of geopolitical tensions. Cyber attacks vary
in their form and can include the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which are intended to
affect business continuity and threaten the availability, confidentiality and integrity of our information. Cyber attacks can also include fraud, phishing or
other social engineering attempts or other methods to cause confidential information, payments or other data to be transmitted to an unintended recipient.
Cyber threat actors also attempt to exploit vulnerabilities through software that is commonly used by companies in cloud-based services, programs and
bundled software. Like many other companies, we detect attempts by threat
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ITEM 1A. RISK FACTORS (Continued)
actors to gain access to our systems and networks on a frequent basis, and the frequency of such attempts could increase in the future. At this time, we
do not have any indication that any cybersecurity incidents have had a material effect on our business, operations or financial condition. We have
invested in the protection of data and information technology, and actively work to enhance our business continuity and disaster recovery capabilities;
however, there can be no assurance that our efforts will be successful.
We monitor our obligations under and compliance with global laws requiring information security safeguards and notification in the event of a security
breach. We respond to security threats by utilizing procedures that provide for controls on detecting and addressing cybersecurity threats and
communicating information to senior personnel and security representatives that we retain. We have also taken steps to assess cybersecurity at third
parties, including service providers, licensees and franchisees, that handle, possess, process and store our material information. We require these third
parties to maintain certain security controls. However, because of the rapidly changing nature and sophistication of security threats, which can be difficult
to detect, there can be no guarantee that our controls, policies and procedures have or will detect or prevent all of these threats, and we cannot predict
the full impact of any past or future incident.
A cyber attack of our information or systems, or any failure by us or our third-party service providers to effectively address, enforce and maintain our
information technology infrastructure and cybersecurity requirements may result in substantial harm to our business and financial condition, including
major disruptions to business operations, loss of intellectual property, release of confidential information, malicious corruption of data or systems, costs
related to remediation or the payment of ransom, and litigation including individual claims or consumer class actions, administrative, and civil or criminal
investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs and possible prolonged negative publicity.
Our customers’ information, including their loyalty account login information, can be a target for cyber criminals. Given customers may share common
credentials across multiple sites, a compromise of one site can provide cyber criminals the means to compromise customer accounts of other merchants
and any customer information contained therein.
Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we
may incur in connection with a cybersecurity incident or that such coverage will continue to be available on commercially reasonable terms or at all.
Our business is heavily reliant upon information technology systems, some of which are managed, hosted, provided or used by third parties,
including cloud-based service providers, and any significant failures or disruptions to these systems could adversely impact our business.
Our ability to, among other things, accept reservations, process rental and sales transactions, manage our pricing, manage our revenue earning vehicles,
manage our financing arrangements, account for our activities and otherwise conduct our business depends on the performance and availability of our
networks and systems, as well as those of third-party cloud-based providers and other service providers. We have experienced, and from time to time in
the future may experience, a failure or interruption that results in the unavailability of certain information systems. Additionally, our major information
technology systems, reservations and accounting functions are centralized in a few locations worldwide. Any disruption, termination or substandard
provision of services, including by third-party cloud providers or other service providers, whether as the result of localized conditions (e.g., fire or
explosion), failure of our systems to function as designed, as the result of a cybersecurity incident or as the result of events or circumstances of broader
geographic impact (e.g., 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 technology functions; interfering with our ability to manage our vehicles; delaying or
disrupting rental and sales processes; adversely affecting our ability to comply with our financing arrangements; and otherwise impacting our ability to
manage our business. These events could, individually or in the aggregate, lead to lower revenues, increased costs or other adverse effects on our
results of operations, financial condition, liquidity and cash flows, and reputational harm, any of which may be material.
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ITEM 1A. RISK FACTORS (Continued)
If we fail to maintain, upgrade and consolidate our information technology systems, our business could be adversely affected.
In the ordinary course of our business, we evaluate, upgrade and consolidate our information technology systems, including by making changes to legacy
systems, replacing legacy systems with successor systems with new functionality, outsourcing certain systems, and acquiring new systems with new
functionality. We deploy significant capital expenditures in connection with these activities. If we fail to maintain effective technology enablement and
processes, we may be unable to support business growth expectations, and such failure could result in excessive overhead costs, high rates of
transaction failures and rework, detrimental impact to customers, cybersecurity threats or incidents, excessive write-offs, service quality issues, declining
employee morale, loss of key talent and other unfavorable consequences. If we fail to effectively implement system upgrades, system changes or our
outsourcing plans, we may negatively impact our ability to manage our business, disrupt our internal control structure, incur additional administration and
operating expenses, place undue demands on management time, and experience other negative impacts associated with delays or difficulties in
transitioning to new systems. Although we have made progress to reduce the number of aged systems, such risks are elevated when legacy systems and
infrastructure updates are delayed or otherwise not made on a timely basis, which can result in a heightened security risk. In addition, the implementation
of our technology initiatives and systems, including updates to legacy systems, may cause disruptions in our business operations by severely degrading
performance or a complete loss of service and have an adverse effect on our business and operations if not anticipated and appropriately mitigated.
The misuse or theft of information we possess, including as a result of cybersecurity attacks, could harm our brand, reputation or competitive
position and give rise to liabilities which may materially adversely affect our results of operations, financial condition, liquidity and cash
flows.
In the normal course of business, we regularly collect, process and store information about millions of individuals and businesses, including both payment
card information and other sensitive and confidential personal information. In addition, our customers regularly transmit personal information and other
sensitive and confidential information to us via the internet and through other electronic means. Despite the security measures and compliance programs
we currently maintain and monitor, our facilities, vehicles and systems and those of our third-party service providers may contain defects in design or
manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our
facilities or systems, or those of third parties with whom we do business, through fraud, misrepresentation, or other forms of deception or attack. We and
our service providers may not anticipate or prevent all types of attempts to obtain unauthorized access, and techniques used to obtain unauthorized
access to systems change frequently. For example, in recent years, many companies have been subject to high-profile security breaches that involved
sophisticated and targeted attacks on the company’s infrastructure and the compromise of non-public sensitive and confidential information. These
attacks were often not recognized or detected until after the disclosure of sensitive information notwithstanding the preventive and anticipative measures
the companies had maintained. Although we evaluate our security throughout our business and make appropriate changes to our operating processes,
improve our defenses and implement security measures designed to safeguard our systems and data, our efforts may not meet the ever evolving level of
sophistication of the attacks or our measures may not be sufficient to maintain the confidentiality, security, or availability of the data we collect, store, and
use to operate our business. Additionally, any failure to manage information privacy in compliance with applicable laws, whether as a result of our own
error or the error or malfeasance of others, could result in significant regulatory fines and sanctions, litigation, prolonged negative publicity, data
breaches, declining customer confidence, loss of key customers, employee liability, and other unfavorable consequences.
We may face particular data protection, data security and privacy risks in connection with the European Union's Global Data Protection
Regulation, the California Consumer Privacy Act and other privacy laws and regulations.
Our business requires the secure processing and storage of personal information relating to our customers, employees, business partners and others.
Strict data privacy laws regulating the collection, transmission, storage and use of employee data and consumers’ personal information are continuously
evolving in the European Union,
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ITEM 1A. RISK FACTORS (Continued)
U.S. and other jurisdictions in which we operate. In particular, the European Union’s General Data Protection Regulation (the “GDPR”) imposes
compliance obligations for the collection, use, retention, security, processing, transfer and deletion of personally identifiable information of individuals. In
addition, countries such as the United Kingdom have implemented the GDPR through their own legislation, for example, the UK Data Protection Act of
2018. Privacy laws in the U.S. include the California Consumer Privacy Act (the “CCPA”), as amended, as well as other similar state privacy laws, which
expand the definition of personal information and may grant, among other things, individual rights to access and delete personal information, and the right
to opt out of the sale of personal information. These laws and regulations can also impose significant forfeitures and penalties for noncompliance and
afford private rights of action to individuals under certain circumstances.
We actively monitor compliance with data protection and privacy-related laws and other regulations, including pending legislation, in the jurisdictions we
operate; however, these laws are developing rapidly and may create inconsistent or conflicting requirements. Changes in the legal and regulatory
environments in the areas of customer and employee privacy, data security, and cross-border data flows could have a material adverse effect on our
business, primarily through the regulation of our marketing and transaction processing activities, the limitation on the types of information that we may
collect, process and retain, the resulting costs of complying with such legal and regulatory requirements and potential monetary forfeitures and penalties
for noncompliance, which could be significant. Such regulations also may increase our compliance and administrative burden significantly and require us
to invest resources and management attention in order to update our information technology systems to meet new requirements. Any failure to manage
data privacy in compliance with applicable laws and regulations could result in significant regulatory fines and sanctions, litigation, prolonged negative
publicity, data breaches, declining customer confidence, loss of key customers, employee liability, and other unfavorable consequences.
RISKS RELATED TO LEGAL, REGULATORY AND TAX MATTERS
Our foreign operations expose us to risks that may materially adversely affect our results of operations, financial condition, liquidity and cash
flows.
We generate a portion of our revenue outside the U.S., and operating in many different countries exposes us to varying risks, which include: (i) multiple,
and sometimes conflicting, foreign regulatory requirements and laws that are subject to change and are often much different than the domestic laws in
the U.S., including laws relating to taxes, automobile-related liability, insurance rates, insurance products, consumer privacy, data security, employment
matters, cost and fee recovery, and the protection of our trademarks and other intellectual property; (ii) the effect of foreign currency translation risk, as
well as limitations on our ability to repatriate income; (iii) varying tax regimes, including consequences from changes in applicable tax laws and our ability
to repatriate cash from non-U.S. affiliates without adverse tax consequences; (iv) local ownership or investment requirements, as well as difficulties in
obtaining financing in foreign countries for local operations; (v) changes in the proportion of revenue between countries with varying tax rates or
imposition of global minimum tax rates; and (vi) political and economic instability, natural calamities, civil unrest, war, terrorism and other hostilities.
The effects of these risks may, individually or in the aggregate, materially adversely affect our results of operations, financial condition, liquidity and cash
flows.
The disposition of revenue earning vehicles may result in taxable income, which might not be fully offset by the taxable expense associated
with newly purchased revenue earning vehicles.
We are permitted under the Tax Cuts and Jobs Act (the “TCJA”) to expense, in the year of acquisition, 100% of the acquisition costs for vehicles
purchased during the years 2017 through 2022. The TCJA reduces the expensing percentage ratably by 20% each year between 2023 and 2027. This
reduction could result in tax depreciation and expensing of newly purchased vehicles that are significantly less than the tax cost associated with the
disposition of vehicles. In addition, vehicles purchased using certain financing arrangements are not eligible for this accelerated depreciation election. If
we choose to purchase vehicles using such financing arrangements, or if our existing financing arrangements are deemed not to qualify under the Code,
our ability to claim accelerated expensing would be limited.
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ITEM 1A. RISK FACTORS (Continued)
Further, a material and extended reduction in vehicle purchases by our U.S. vehicle rental business, for any reason, would similarly limit the amount of
tax expense available to offset the tax cost associated with the disposition of vehicles.
Any of the foregoing developments could result in the requirement for us to make future material cash tax payments on the disposition of revenue earning
vehicles, which could materially adversely affect our results of operations, financial condition, liquidity and cash flows.
Our ability to utilize our net operating loss carryforwards (“NOLs”) may be limited as a result of ownership change under Section 382 of the
Code.
In general, Section 382 of the Code provides an annual limitation with respect to the ability of a corporation to utilize its NOLs and other tax attributes, as
well as certain built-in-losses ("BILs"), against future taxable income in the event of a change in ownership. Limitations imposed on our ability to use
NOLs, other tax attributes and BILs to offset future taxable income may cause U.S. federal income taxes to be paid earlier than otherwise would be paid if
such limitations were not in effect and could cause such NOLs and other tax attributes to expire unused. Similar rules and limitations may apply for state
and foreign income tax purposes. If we experience an ownership change, it is possible that a significant portion of our tax attributes could be limited for
use to offset future taxable income.
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 vehicles rented or sold by us, and for
employment-related injury claims by our employees. We are currently a defendant in numerous actions and have received numerous claims for which
actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles rented from us. There can be
no assurance that we will not be exposed to uninsured liability at levels in excess of our historical levels, that liabilities in respect of existing or future
claims will not exceed the level of our insurance or reserves, 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 - Insurance and Risk
Management” and Note 14, "Contingencies and Off-Balance Sheet Commitments," in Part II, Item 8 of this 2023 Annual Report.
In addition to litigation associated with our ongoing operations, we are a defendant in certain litigation related to our Chapter 11 Cases, including the case
adversary proceeding captioned Wells Fargo Bank, National Association v. The Hertz Corporation, et. al. See Note 14, "Contingencies and Off-Balance
Sheet Commitments," in Part II, Item 8 of this 2023 Annual Report. We cannot predict the ultimate outcome or timing of this litigation, however, in light of
the amount potentially at issue in the case, an adverse ruling by the U.S. Court of Appeals for the Third Circuit, followed by entry of an order of judgment,
could have a material adverse impact on the Company’s financial condition, results of operations or cash flows, particularly in the period in which an
adverse judgment is entered.
Environmental laws and regulations and the costs of complying with them, or any liability or obligation imposed under them, could materially
adversely affect our results of operations, financial condition, liquidity and cash flows.
We are subject to federal, state, local and foreign environmental laws and regulations in connection with our operations, including with respect to the
ownership and operation of tanks for the storage of petroleum products, such as gasoline, diesel fuel and motor and used oils. We cannot guarantee that
the tanks will remain free from leaks or that the use of these tanks will not result in significant spills or leakage. If a leak or a spill occurs, it is possible that
the costs to investigate and remediate resulting impacts, as well as any associated fines, could be significant. Historically, we have indemnified property
owners for the costs associated with remediating certain hazardous substance storage, recycling or disposal sites and, in some instances, for natural
resource damages. Compliance with existing or future environmental laws and regulations may require material expenditures by us or otherwise have a
material adverse effect on our consolidated financial condition, results of operations, liquidity or
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cash flows. See Item 1, ‘‘Business—Government Regulation and Environmental Matters’’ in this 2023 Annual Report.
The U.S. Congress and other legislative and regulatory authorities in the U.S. and internationally have considered, and will likely continue to consider,
and passed numerous measures related to climate change and greenhouse gas emissions, such as the European Commission's Corporate Sustainability
Reporting Directive ("CSRD"), the SEC's proposed climate disclosure requirements, the Climate Corporate Data and Accountability Act (“CCDAA”) and
the Climate-Related Financial Risk Act (together with the CCDAA, the “California Climate Laws”). Should rules establishing limitations on greenhouse
gas emissions or rules imposing fees on entities deemed to be responsible for greenhouse gas emissions become effective, demand for our services
could be affected, our vehicle and compliance, and/or other, costs could increase, and our business could be adversely affected.
Changes in the legal and regulatory environment that affect our operations could disrupt our business, increase our expenses or otherwise
have a material adverse effect on our results of operations, financial condition, liquidity and cash flows.
We are subject to a wide variety of U.S. and international laws and regulations and changes in the level of government regulation of our business that
have the potential to materially alter our business practices and materially adversely affect our results of operations, financial condition, liquidity and cash
flows. Those changes may occur through new laws and regulations or changes in the interpretation of existing laws and regulations.
For example, any new, or change in existing, U.S. law and regulation with respect to optional insurance products or policies could increase our costs of
compliance or make it uneconomical to offer such products. For further discussion regarding how changes in the regulation of insurance intermediaries
may affect us, see Item 1, ‘‘Business—Insurance and Risk Management’’ in this 2023 Annual Report. If customers decline to purchase supplemental
liability insurance products from us as a result of any changes in these laws or otherwise, our results of operations, financial condition, liquidity and cash
flows could be materially adversely affected.
Also, we derive revenue through rental activities of our brands under franchise and license arrangements. These arrangements are subject to various
international, federal and state laws and regulations that impose limitations on our interactions with our counterparties. In addition, the used-vehicle sale
industry, including our network of company-operated retail vehicle sales locations, is subject to a wide range of federal, state and local laws and
regulations, such as those relating to motor vehicle sales, retail installment sales and related finance and insurance matters, advertising, licensing,
consumer protection and consumer privacy. Changes in the laws and regulations that impact our franchising and licensing agreements or our used-
vehicle sales operation could adversely affect our results.
In most jurisdictions 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. We believe that our expense pass-throughs, where imposed, are properly disclosed and are lawful.
However, in the event of incorrect calculations or disclosures with respect to expense pass-throughs, or a successful challenge to the methodology we
have used for determining our expense pass-through treatment, we could be subject to fines or other liabilities. In addition, we may in the future be
subject to potential legislative, regulatory or administrative changes or actions which could limit, restrict or prohibit our ability to separately state, charge
and recover vehicle licensing costs and airport concession fees.
Certain proposed or enacted laws and regulations with respect to the banking and finance industries, including the Dodd-Frank Wall Street Reform and
Consumer Protection Act (including risk retention requirements) and amendments to the SEC's rules relating to asset-backed securities, could restrict our
access to certain financing arrangements and increase our financing costs, which could have a material adverse effect on our results of operations,
financial condition, liquidity and cash flows.
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ITEM 1A. RISK FACTORS (Continued)
We are subject to many different forms of taxation in various jurisdictions throughout the world, which could lead to disagreements with tax
authorities regarding the application of tax laws.
We are subject to many forms of taxation in the jurisdictions throughout the world in which we operate, including, but not limited to, income tax,
withholding tax, indirect tax, and payroll-related taxes. Tax law and administration are extremely complex and often require us to make subjective
determinations. For example, in accordance with Section 482 of the Code and the OECD guidelines, we have established transfer pricing policies to
govern our intercompany operations. Implementing transfer pricing policies can be extremely complex. Tax authorities could disagree with our policies,
which disagreements could result in lengthy legal disputes and, ultimately, the payment of substantial funds to government authorities, which could have
a material adverse effect on our results of operations, financial condition, liquidity and cash flows.
An impairment of our goodwill and other indefinite-lived intangible assets could have a material impact to our results of operations.
On an annual basis as of October 1, and at interim periods when circumstances require as a result of a triggering event, we test the recoverability of our
goodwill and indefinite-lived intangible assets by performing an impairment analysis. The reviews of fair value involve judgment and estimates, including
projected revenues, projected cash flows, long-term growth rates, royalty rates and discount rates. A significant decline in any of the items used to
determine fair value, as well as other triggering events, could result in a material impairment charge. For details of our annual impairment testing, see
Note 5, "Goodwill and Intangible Assets, Net," in Part II, Item 8 of this 2023 Annual Report.
Changes in management’s estimates and assumptions could have a material impact to our results of operations, financial condition, liquidity
and cash flows.
In preparing our periodic reports under the Securities Exchange Act of 1934, including our financial statements, our management is required under
applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on
management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as
circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include
depreciation for revenue earning vehicles; accruals for estimated liabilities, including public liability, property damage and litigation reserves; the
recoverability of our goodwill and indefinite-lived intangible assets; and income taxes. Changes in estimates or assumptions or the information underlying
the assumptions, such as changes in our business or fleet plans or the market for used vehicles, or general market conditions, could affect reported
amounts of assets, liabilities or expenses.
Our global business requires a compliance program to promote organizational adherence to applicable laws and regulations, and if the
compliance program does not operate as designed, it can increase numerous risks to the Company.
We have a compliance program that promotes a culture of ethical behavior and adherence to applicable laws and regulations. The program is designed
to: (i) identify applicable anti-bribery requirements (e.g., laws limiting commercial bribery and corruption); (ii) identify applicable antitrust requirements
(e.g., laws to prevent price fixing, contract rigging, market or customer allocations, etc.); (iii) interpret the application of such requirements; (iv) educate
target audiences; and (v) provide independent, ongoing compliance monitoring.
Operating in many different countries increases the risk of a violation, or alleged violation, of the United States Foreign Corrupt Practices Act, the United
Kingdom Bribery Act, other applicable anti-corruption laws and regulations, the economic sanctions programs administered by the U.S. Treasury
Department’s Office of Foreign Assets Control and the anti-boycott regulations administered by the U.S. Department of Commerce's Office of Anti-
Boycott Compliance. The failure of our compliance program to operate as designed can result in a failure to comply with applicable laws, which could
result in significant penalties or otherwise harm the Company’s reputation and business. There can be no guarantee that all of our employees,
contractors and agents will comply with the
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ITEM 1A. RISK FACTORS (Continued)
Company’s policies that mandate compliance with these laws. Violations of these laws could result in legal and regulatory sanctions, increased litigation
and fines, prolonged negative publicity, diminished investor confidence, declining employee morale and other unfavorable consequences, which could
have a material adverse effect on our business, results of operations, financial condition, liquidity and cash flows.
Hertz Holdings is a holding company with no operations of its own and depends on its subsidiaries for cash.
The operations of Hertz Holdings are conducted nearly entirely through its subsidiaries and its ability to generate cash to meet its debt service obligations
or to pay dividends on its common stock is dependent on the earnings and the receipt of funds from its subsidiaries via return of paid-in capital, 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 or the service of its debt. In addition, certain states' laws and the terms of certain of our debt agreements significantly restrict, or prohibit, the
ability of Hertz and its subsidiaries to pay dividends, make loans or otherwise transfer assets to Hertz Holdings, including state laws that require
dividends to be paid only from surplus. If Hertz Holdings does not receive cash from its subsidiaries, then Hertz Holdings' financial condition could be
materially adversely affected.
Failure to meet ESG expectations or standards or achieve our corporate responsibility goals could adversely affect our business, results of
operations and financial condition.
There has been an increased focus from stakeholders and activists on the environmental, social and governance performance of companies, including
environmental stewardship (e.g., climate, sustainability and water use); diversity, equity, and inclusion initiatives; sourcing and supply chain activities;
human capital and rights records; and overall corporate governance profile. This has resulted in expanding and increasingly complex expectations
related to reporting, diligence, and disclosure on ESG topics, as well as pressure to modify product offerings and business practices to drive change on
these issues. These developments and other rapidly changing laws, regulations, policies and related interpretations, as well as increased enforcement
actions by various governmental and regulatory agencies, may alter the environment in which we do business.
As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, including compliance with the European
Commission’s CSRD, the SEC’s proposed disclosure requirements and the California Climate Laws regarding, among other matters, greenhouse gas
emissions, we may have to undertake additional costs to control, assess and report on ESG metrics. Identifying, monitoring, quantifying, aggregating and
disclosing the associated data and information relating to such issues can require significant investments of time and resources, both initially and as the
requirements evolve over time, and may increase the ongoing costs of compliance, which could adversely impact our business, results of operations and
financial condition. In addition, such data and information may be unreliable particularly when obtained from third parties.
Given our commitment to being a responsible corporate citizen, we actively monitor and manage ESG trends through various initiatives, which we may
refine or expand further in the future, and we could be criticized for the scope or nature of our corporate responsibility goals, or for any revisions to our
goals. Our failure or perceived failure to achieve our goals, maintain practices that align with stakeholder expectations for “best practices,” or comply with
new ESG expectations and regulatory requirements could harm our reputation, adversely impact our ability to attract and retain customers and talent, and
expose us to increased scrutiny from a range of stakeholders. Our reputation also may be harmed by the perceptions that our stakeholders have about
our action or inaction on ESG-related issues. Damage to our reputation may reduce demand for our products and services and thus have an adverse
effect on our future financial results.
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ITEM 1A. RISK FACTORS (Continued)
RISKS RELATED TO OUR INDEBTEDNESS
Our indebtedness exposes us to various risks, which could impair our financial condition.
As of December 31, 2023, we had total indebtedness of approximately $15.7 billion, including $12.2 billion of vehicle related debt and $3.4 billion of non-
vehicle related debt. A portion of our indebtedness bears interest at variable rates, which exposes us to risks inherent in interest rate fluctuations and
higher interest expenses in the event of continued increases in interest rates. See Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”
in this 2023 Annual Report for additional information related to interest rate risk.
Our ability to satisfy and manage our debt obligations depends on our ability to generate cash flow and on overall financial market conditions. Factors
driving the overall condition of the financial markets are beyond our control. Furthermore, if we are unable to generate sufficient cash flow from
operations to service our debt obligations and meet our other cash needs, we may experience limited access or be unable to access financial markets for
additional capital and may be forced to reduce or delay capital expenditures, sell or curtail assets or operations, or seek to restructure or refinance our
indebtedness. If we must reduce or delay investment or sell or curtail our assets or operations, it may negatively affect our ability to generate revenue.
Additionally, there can be no assurance that we would be able to borrow additional amounts or refinance our current indebtedness to fund working
capital, capital expenditures, debt service requirements, execution of our business strategy or acquisitions and other purposes on favorable terms.
Our reliance on asset-backed and asset-based financing arrangements to purchase vehicles subjects us to a number of risks, many of which
are beyond our control.
We rely significantly on asset-backed and asset-based financing to purchase vehicles. If we are unable to refinance or replace our existing asset-backed
and asset-based financing or continue to finance new vehicle acquisitions through asset-backed or asset-based financing on favorable terms, on a timely
basis, or at all, then our costs of financing could increase significantly and have a material adverse effect on our liquidity, interest costs, financial
condition, cash flows and results of operations, including, more broadly, the financial performance of the company.
Our asset-backed and asset-based financing capacity could be decreased, our financing costs and interest rates could be increased, or our future access
to the financial markets could be limited, as a result of risks and contingencies, many of which are beyond our control, including: (i) the acceptance by
and/or demand from credit markets of the structures and structural risks associated with our asset-backed and asset-based financing arrangements; (ii)
the credit ratings provided by credit rating agencies for our asset-backed indebtedness; (iii) third parties requiring changes in the terms and structure of
our asset-backed or asset-based financing arrangements, including increased credit enhancement or required cash collateral and/or other liquid
reserves; (iv) the insolvency or deterioration of the financial condition of one or more of our principal vehicle manufacturers; (v) changes in laws or
regulations that negatively affect any of our asset-backed or asset-based financing arrangements; or (vi) the overall credit condition of The Hertz
Corporation.
Our asset-backed and certain asset-based vehicle financing facilities include credit enhancement provisions that require us to provide cash or additional
vehicle collateral in the event the estimated market values for the vehicles used as collateral decrease below net book values. As a result, reductions in
the estimated market value of vehicles used as collateral could adversely affect our liquidity, cash flow, and, ultimately, the profitability of our company, or
otherwise require us to use cash intended for other purposes as collateral, and potentially lead to decreased borrowing base availability. Similarly, if the
demand for used vehicles were to decline, resulting in sales of vehicles below the net book value required by our asset-backed and certain asset-based
financings, we may have difficulty meeting the minimum required collateral levels resulting in a contractual obligation to add additional collateral in the
form of cash or additional vehicles to the under collateralized asset-backed and/or certain asset-based financing. In the event that we cannot post
additional collateral, the principal under our asset-backed and certain asset-based financing arrangements may be required to be repaid sooner than
anticipated with vehicle disposition proceeds and lease payments we make to our special-purpose financing subsidiaries. If that event were to occur (or
any other
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ITEM 1A. RISK FACTORS (Continued)
liquidation events), the holders of our asset-backed and certain asset-based debt may have the ability to exercise their right to, directly or indirectly,
foreclose on and sell vehicles to generate proceeds sufficient to repay such debt.
Failure by us to have proper financing and debt management processes in place may result in cash shortfalls and liquidity problems, the need to seek
emergency financing at high interest rates, violations of debt covenants, and an inability to execute strategic initiatives. These outcomes could negatively
affect our liquidity and ability to maintain sufficient levels of revenue earning vehicles to meet customer demands, and could trigger cross-defaults under
certain of our other financing arrangements.
Substantially all of our consolidated assets secure certain of our outstanding indebtedness, which could materially adversely affect our debt
and equity holders and our business.
Substantially all of our consolidated assets are subject to security interests or are otherwise encumbered for the benefit of our creditors. The bulk of our
consolidated assets consists of our revenue earning vehicles and certain related vehicle assets and are subject to security interests or are otherwise
encumbered for the benefit of our asset-backed and asset-based financing arrangements. Substantially all of our remaining consolidated assets are
encumbered by and pledged to our senior creditors as collateral for certain of our senior debt obligations. As a result of substantially all of our assets
being encumbered for the benefit of certain creditors, our various secured creditors have liquidation priorities ahead of other stakeholders of our
business.
Because substantially all of our assets are encumbered under financing arrangements, our ability to incur additional secured indebtedness or to sell or
dispose of assets to raise capital may be impaired or contractually limited under our existing financings, which could have a material adverse effect on
our financial flexibility and force us to attempt to incur additional unsecured indebtedness, which may not be available to us or may not be available to us
at favorable rates and terms.
We may not be able to deduct certain business interest expenses, which could have a material adverse effect on our results of operations and
liquidity.
The TCJA, which was temporarily modified by the Coronavirus Aid, Relief, and Economic Security Act, imposed significant limitations on the deductibility
of business interest expense under Section 163(j). These limitations could result in additional material cash tax payments that could have a material
adverse effect on our results of operations and liquidity. Furthermore, in the event our debt instruments were to be recharacterized as equity for tax
purposes, the Company would not be entitled to deduct the payments as interest and could be assessed withholding taxes on payments to certain
lenders, which could have a material adverse effect on our results of operations and liquidity.
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share
repurchases could also increase the volatility of our stock and could diminish our liquidity.
Our Board has authorized a share repurchase program that does not have an expiration date. The program does not obligate us to repurchase any
specific dollar amount or to acquire any specific number of shares of our common stock. We cannot guarantee that the program will be fully
consummated or that it will enhance long-term stockholder value. Furthermore, share repurchases could affect the market price of our common stock or
increase its volatility and decrease our cash balances and/or our liquidity. Beginning in 2023, the Inflation Reduction Act of 2022 imposed a non-
deductible 1% excise tax on the fair market value of share repurchases that exceed $1 million in a taxable year, which will increase the cost of our share
repurchase program.
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ITEM 1A. RISK FACTORS (Continued)
The share price of our common stock may be volatile.
Numerous factors, including many that are outside of our control, may have a significant impact on the market price of our common stock. These risks
include those described or referred to in this “Risk Factors” section and in the other documents incorporated herein by reference as well as, among other
things:
•
•
•
•
•
•
•
•
•
•
•
•
our operating and financial performance and prospects;
our successful execution of our business strategy, including with respect to successful deployment of our EV strategy;
sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a large
number of shares of common stock intend to sell;
our ability to repay our debt;
our access to financial and capital markets to refinance our debt or replace the existing credit facilities;
investor perceptions of us and the industry and markets in which we operate;
our dividend policy;
future sales of equity or equity-related securities;
announcements and actions filed by third parties of significant claims or proceedings against us;
issuances of new or updated research reports by security or industry analysts, or those analysts not publishing or ceasing to publish reports
about us, our industry or our market;
changes in, or results that vary from, earnings estimates or buy/sell recommendations by analysts; and
general financial, domestic, economic and other market conditions.
In addition, stock markets experience significant price and volume fluctuations from time to time that are not related to the operating performance of
particular companies. These market fluctuations may have material adverse effect on the share price of our common stock.
Anti-takeover provisions in our charter documents and under Delaware law, as well as ownership of a significant percentage of our common
stock by the Plan Sponsors, could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our
current management and may negatively affect the market price of our common stock.
Provisions in the Hertz Holdings Certificate of Incorporation and Bylaws may have the effect of delaying or preventing a change of control or changes in
our management, including, generally, provisions that:
•
•
•
•
•
•
•
•
do not provide cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
provide for a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a
majority of the Board;
allow for removal of directors only for cause;
allow only the Board to fill a vacancy created by the expansion of the Board or the resignation, death, retirement, disqualification or removal of
a director;
require advance notice for stockholder proposals to be brought before a meeting of stockholders, including proposed nominations of persons
for election to the Board;
only allow stockholder action to be taken at an annual or special meeting;
limit the ability of stockholders to call a special meeting; and
authorize blank check preferred stock.
These provisions may make it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our
management. In addition, we have elected not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the "DGCL"),
which generally prohibits a Delaware
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ITEM 1A. RISK FACTORS (Continued)
corporation from engaging in any of a broad range of business combinations with a stockholder owning 15% or more of our outstanding voting stock,
unless the stockholder has held the stock for a period of at least three years.
The significant ownership interests held by our Plan Sponsors, which we believe as of December 31, 2023, exceeded 50% of our outstanding common
stock (without taking into account the dilutive impact of outstanding Public Warrants) means that the Plan Sponsors have the ability to control matters
requiring stockholder approval, such as director elections, amendments to the Hertz Holdings Certificate of Incorporation and significant corporate
transactions. With respect to such matters, the Plan Sponsors’ interests may not align with those of other stockholders or they may take actions that
other stockholders do not view as beneficial. This could delay or prevent a change of control transaction or discourage a potential acquirer from pursuing
such a transaction, which transaction might have otherwise been of benefit to the other stockholders. The Plan Sponsors’ ownership may also adversely
affect the trading price for our common stock if potential investors perceive disadvantages in investing in a company with controlling stockholders.
The choice of forum provision in our Certificate of Incorporation could limit our stockholders’ ability to obtain a favorable judicial forum for
disputes with us or our directors, officers or agents.
Our Certificate of Incorporation provides that, unless we consent in writing to an alternative forum, to the fullest extent permitted by law, the Court of
Chancery of the State of Delaware (the “Court of Chancery”) is the sole and exclusive forum for any stockholder to bring any state law claim for: (1) any
derivative action or proceeding brought on our behalf; (2) any action asserting a claim of a breach of fiduciary duty owed by any director, officer,
employee, or agent of the Company to us or to our stockholders; (3) any action asserting a claim against us arising pursuant to the DGCL, our Certificate
of Incorporation or Bylaws; (4) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery; and (5) any action asserting
a claim against us that is governed by the internal affairs doctrine. In addition, the choice of forum provision provides that, unless the Company consents
in writing to the selection of an alternative forum, claims brought under the Securities Act must be brought exclusively in the federal district courts of the
United States. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us
or our directors, officers or agents, which may discourage such lawsuits against us and our directors, officers and agents. Alternatively, if a court were to
find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional
costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
GENERAL RISK FACTORS
A business continuity plan is necessary for our global business, and the failure of such plan may materially adversely affect our results of
operations, financial condition, liquidity and cash flows.
We have a business continuity management plan designed to: (i) identify key assets, operations and underlying threats; (ii) define and assess relevant
threats (e.g., natural disasters, pandemics, civil unrest, terrorism, etc.) on business operations; (iii) develop and maintain disaster recovery strategies and
business resumption plans to minimize the impact of both known and unknown threats; and (iv) test the adequacy of our action plans. If our business
continuity management plan fails to operate as intended, we may experience significant business disruptions, release of confidential information,
malicious corruption of data, regulatory intervention and sanctions, prolonged negative publicity, litigation and liabilities, product and service quality
failures, irreparable harm to customer relationships and other unfavorable consequences which may materially adversely affect our results of operations,
financial condition, liquidity and cash flows.
Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.
The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report from management to
our shareholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over
financial reporting has inherent
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ITEM 1A. RISK FACTORS (Continued)
limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions, and fraud.
Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. If we cannot
maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide reasonable
assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation,
incur incremental compliance costs, fail to meet our public reporting requirements on a timely basis, be unable to properly report on our business and our
results of operations, or be required to restate our financial statements, and our results of operations, our share price and our ability to obtain new
business could be materially adversely affected.
We may pursue strategic transactions, including acquisitions and divestitures, which could be difficult to implement, disrupt our business or
change our business profile significantly.
Any future strategic acquisition or disposition of assets or a business could involve numerous risks, including: (i) potential disruption of our ongoing
business and distraction of management; (ii) difficulty integrating the acquired business or segregating assets and operations to be disposed of; (iii)
exposure to unknown, contingent or other liabilities, including litigation arising in connection with the acquisition or disposition or against any business we
may acquire; (iv) changing our business profile in ways that could have unintended negative consequences; and (v) the failure to achieve anticipated
synergies. If we enter into significant strategic transactions, the related accounting charges may affect our financial condition and results of operations,
particularly in the case of an acquisition. The financing of any significant acquisition may result in changes in our capital structure, including the
incurrence of additional indebtedness. A material disposition could require the amendment or refinancing of our outstanding indebtedness or a portion
thereof.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
Hertz maintains an enterprise-wide risk management ("ERM") process to identify, assess and monitor risks that are or may become material to our
business. Our ERM process includes participation by senior management, other leaders, and employees across the business in surveys and discussions
about the risk environment. An ERM committee meets regularly to discuss the Company’s top risks. Through our ERM process, we have identified
cybersecurity as among the material risks in our business. To address this risk, we take a broad approach.
As an overarching matter, our Global Information Security and Compliance ("GISC") program drives initiatives to protect the confidentiality, integrity, and
availability of our information systems and data. Our GISC program includes procedures that are specifically designed to detect and address
cybersecurity threats. Our GISC program helps to ensure that we are:
coordinating between the information security and physical security teams to identify and respond to threats;
implementing appropriate tools to help in the protection of our data and information technology;
• monitoring and tracking events on our network to appropriately respond;
•
•
• monitoring government and industry sources for news of potential threats;
• maintaining policies and procedures to address data security and privacy topics, such as password management; and
•
providing cybersecurity awareness training for employees.
Our GISC program also addresses business continuity planning, given the potential impact on business continuity of a cyber event. A cornerstone of our
business continuity effort is our cyber incident response plan. The cyber incident
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ITEM 1C. CYBERSECURITY (Continued)
response plan provides a dynamic and flexible framework for responding to cybersecurity incidents. In addition to the cyber incident response plan,
individual functions and Hertz locations maintain business continuity plans that identify critical business services, establish recovery objectives and create
methods for implementing the plan in the event of business interruption due to a cyber or other event. Among the business continuity plans in place at
the Company is a plan applicable to our data centers.
Given the dynamic nature of the cyber threat environment, we engage third-party assessors, consultants and others from time to time to assist us with
assessing, enhancing, implementing, and monitoring our cybersecurity risk-management programs. We review the results of the assessments of these
third parties and determine whether to adjust our cybersecurity policies and processes based thereon.
We also have a privacy and data security program, which covers the collection, transfer, storage and use of customer data. We take steps to prevent and
detect cybersecurity threats to protect our information and systems, and in turn, protect our customers’ privacy.
Additionally, we have taken steps to address cybersecurity threats at third parties, including service providers, licensees and franchisees, that handle,
possess, process and store our material information. We require these the third parties to maintain certain security controls and assess their compliance
with these requirements.
We also monitor attempts by third parties to gain access to our systems and networks. At this time, we do not have any indication that any such prior
attempts have had a material effect on our business, operations or financial condition. However, there can be no assurance that our cybersecurity efforts
will always be successful, and it is possible that cybersecurity threats could have a material effect on our business, operations or financial condition in the
future. See “Risks Related to Information Technology, Cybersecurity and Privacy” in Item 1A, "Risk Factors” of this 2023 Annual Report.
Governance
Our Board oversees material risks facing the Company. For some categories of risk, the Board has empowered a committee to provide more focused
oversight. In the case of cybersecurity and technology risk more broadly, the Board’s Audit Committee has that responsibility.
The Audit Committee is informed of risks from cybersecurity threats through regular reports from management and, from time to time, third parties. The
Audit Committee also receives regular reports on how management identifies, assesses, and manages cybersecurity and broader technology risks. The
Audit Committee reviews these reports and discusses them with management.
The Audit Committee provides a regular report to the full Board on key aspects of management’s presentations on cybersecurity and broader technology
risks. All members of the Board have access to written cybersecurity reports that are provided to the Audit Committee. Audit Committee conversations on
cybersecurity topics are open to any member of the Board.
While our Board and Audit Committee oversee risk, our senior leadership is responsible for identifying, assessing, and managing our exposure to risk,
including risks from cybersecurity threats. Direct accountability of our cybersecurity program is housed within our Information Technology organization,
which is led by our Chief Information Officer. Reporting to our Chief Information Officer is the individual who provides day-to-day oversight of our
cybersecurity program and champions its ongoing evolution, our Chief Information Security Officer (“CISO”). Our CISO is responsible for assessing and
managing material risks from cybersecurity threats, including monitoring the prevention, detection, mitigation and remediation of cybersecurity threats.
The CISO oversees direct reports and leverages a multi-disciplinary team that regularly communicates with respect to our prevention, detection, mitigation
and remediation of cybersecurity threats and incidents. The team consists of individuals that represent various organizations and departments across the
Company who have knowledge, skills and expertise to respond to a cybersecurity incident. Our CISO coordinates with the Company’s disclosure teams
relating to potentially material cybersecurity incidents, attends the Company’s disclosure committee meetings, and regularly discusses with the
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ITEM 1C. CYBERSECURITY (Continued)
Audit Committee the effectiveness of the Company’s technology security, capabilities for disaster recovery, data protection, cyber threat detection and
cyber incident response and management of technology-related compliance risks.
Tim Langley-Hawthorne is our CIO and has served in this role since October 2021. Mr. Langley-Hawthorne has 11 years of experience in senior
technology roles with cybersecurity responsibilities. Prior to joining the Company, Mr. Langley-Hawthorne served as the Chief Information Officer at
Hitachi Vantara, a hi-tech subsidiary of Hitachi Ltd. Prior to Hitachi, Mr. Langley-Hawthorne held various executive technology and operations positions at
Western Union, as well as various IT, consulting and commercial roles at Information Services Group, Electronic Data Systems, and IBM Australia. Mr.
Langley-Hawthorne holds an Executive MBA from Pepperdine University and a Bachelor of Commerce degree from the University of Melbourne,
Australia.
We are currently completing the search for a new CISO, following the voluntary departure of the incumbent CISO. An accomplished information
technology leader with 29 years of experience in the field and 20 months of experience with the Company is currently serving in the role on an interim
basis.
ITEM 2. PROPERTIES
We operate vehicle rental locations at or near airports and in central business districts and suburban areas of major cities in the U.S. The states of
California, Florida, Hawaii, New York and Texas account for approximately 30% of our Americas RAC segment rental locations. We also operate vehicle
rental operations internationally, where Australia, France, Germany, Italy and Spain account for approximately 30% of our International RAC segment
rental locations.
We own approximately 5% of the locations from which we operate our vehicle rental businesses and in some cases own real property that we lease to
franchisees or other third parties. The remaining locations from which we operate our vehicle rental businesses are leased or operated under
concessions from governmental authorities and private entities. Our leases and concession agreements typically require minimum lease payments or
minimum concession fees and often require us to pay or reimburse operating expenses, pay additional lease payments above guaranteed minimums,
which are based on a percentage of revenues or sales at the relevant premises, or to do both.
We own our worldwide headquarters facility in Estero, Florida. We also own one facility in Oklahoma City, Oklahoma at which reservations for our vehicle
rental operations are processed, global information technology systems are serviced and certain finance and accounting functions are performed.
Additionally, we have a 999-year lease for a reservation and financial center near Dublin, Ireland, at which we have centralized our European vehicle
rental reservation, customer relations, accounting and human resource functions and we also lease a European headquarters office in Uxbridge,
England.
ITEM 3. LEGAL PROCEEDINGS
For a description of certain pending legal proceedings, see Note 14, "Contingencies and Off-Balance Sheet Commitments," in Part II, Item 8 of this 2023
Annual Report.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The table below sets forth, as of February 7, 2024, the names, ages, number of years employed by the Company and positions of our executive officers.
Name
Stephen M. Scherr
Alexandra D. Brooks
Colleen R. Batcheler
Justin R. Keppy
Eric J. Leef
Kelly Galloway
Age
59
53
50
51
50
39
Number of Years
Employed
1
3
1
—
3
9
Position
Chief Executive Officer
Executive Vice President and Chief Financial Officer
Executive Vice President, General Counsel and Secretary
Executive Vice President and Chief Operating Officer
Executive Vice President and Chief Human Resources Officer
Senior Vice President and Chief Accounting Officer
Mr. Scherr has served as Chief Executive Officer and a member of the Company's Board since February 2022. Mr. Scherr was appointed Chairperson of
the Board in January 2023. Prior to joining the Company, Mr. Scherr spent nearly three decades at Goldman Sachs, leading a range of strategic and
operational functions. He most recently served as Chief Financial Officer of Goldman Sachs Group, Inc. ("Goldman Sachs"), a global investment banking,
securities and investment management firm, from 2018 through 2021, and CEO of Goldman Sachs Bank USA and Head of the Consumer & Commercial
Bank Division from 2016 to 2018. Prior to joining Goldman Sachs, Mr. Scherr practiced law.
Ms. Brooks has served as Executive Vice President and Chief Financial Officer since July 2023. She previously served as Senior Vice President, Chief
Accounting Officer of the Company from October 2020 to July 2023 and as Senior Vice President, Internal Audit from June 2020 to October 2020. Prior to
joining the Company, Ms. Brooks was the Vice President, Internal Audit at Aptiv PLC (“Aptiv”), a global technology company, beginning May 2015.
Before joining Aptiv, Ms. Brooks was the Chief Financial Officer for Champion Windows and Home Exteriors, a home improvement company, from 2013
to 2015. Prior to that, Ms. Brooks was in a variety of leadership roles at the General Electric Company, a multinational conglomerate, including Global
Controller for the Aviation segment, Executive Technical Advisor to the Corporate Audit Staff, and Global Controller for the Plastics division. Ms. Brooks
also worked at the General Motors Company in a variety of finance and accounting roles. She began her career with PricewaterhouseCoopers, a
professional services firm, and is a Certified Public Accountant.
Ms. Batcheler has served as Executive Vice President, General Counsel and Secretary of the Company since May 2022. Ms. Batcheler has more than
15 years of experience as a general counsel and senior leader of publicly-traded companies, and more than 20 years of experience practicing law. Prior
to joining the Company, Ms. Batcheler served as Executive Vice President, General Counsel and Corporate Secretary at Conagra Brands, Inc.
("Conagra"), one of North America's leading branded food companies, from September 2009 to April 2022. Prior to that, she served in other senior
management roles at Conagra since June 2006. Prior to joining Conagra, Ms. Batcheler served as Vice President and Corporate Secretary at Albertson's,
Inc., Associate Counsel with The Cleveland Clinic Foundation and as an Associate with the law firm of Jones Day. Ms. Batcheler also has been a
member of the board of directors of Hyster-Yale Materials Handling, Inc., and its Nominating and Corporate Governance Committee since May 2023.
Mr. Keppy has served as Executive Vice President and Chief Operating Officer of the Company since November 2023. He previously served as
President, North America Residential & Light Commercial HVAC, for Carrier Global Corporation ("Carrier"), a leader in sustainable healthy buildings,
HVAC, commercial and transport refrigeration solutions, since March 2020. Prior to that, Mr. Keppy was Carrier’s Vice President & General Manager,
Truck Trailer Americas, within its Refrigeration segment, since November 2019. Prior to joining Carrier, Mr. Keppy served as Vice President, North
America JIT for Lear Corporation, a leader in automotive technology, from June 2019 to November 2019, and as Vice President at Collins Aerospace, a
leader in technologically advanced and intelligent solutions for the global aerospace and defense industry, created through a merger of UTC Aerospace
and Rockwell Collins’ aerospace business, from December 2018 to June 2019. Before the merger, Mr. Keppy served in a variety of
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
INFORMATION ABOUT OUR EXECUTIVE OFFICERS (Continued)
leadership roles within UTC Aerospace Systems since August 2012, including serving as President, Sensors & Integrated Systems from July 2014 to
December 2018.
Mr. Leef has served as Executive Vice President and Chief Human Resources Officer of the Company since February 2021 and previously served as
Senior Vice President and Chief Human Resources Officer beginning September 2020. Prior to joining the Company, Mr. Leef served as Senior Vice
President, Chief Human Resources Officer at Atria Senior Living, a provider of independent, assisted living and memory care options, from October 2019
to July 2020. Prior to that, Mr. Leef served as Executive Director, HR Client Support for GE and GE Appliances, a Haier Company that manufacturers
appliances, from 2013 to September 2019 and held various other HR roles for GE Appliances since 2003.
Ms. Galloway has served as Senior Vice President and Chief Accounting Officer of the Company since July 2023. She previously served as Senior Vice
President and Controller from August 2020 to July 2023, as Vice President and Controller from August 2019 to August 2020, as Assistant Corporate
Controller from August 2018 to August 2019, and in other accounting-related roles from September 2014 to August 2018. Prior to joining the Company,
Ms. Galloway held roles at Kforce and PricewaterhouseCoopers, both professional services firms, and is a Certified Public Accountant.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
HERTZ GLOBAL
Hertz Holdings' common stock and Public Warrants trade on The Nasdaq Global Select Market ("Nasdaq") under the symbols "HTZ" and "HTZWW,"
respectively. As of February 7, 2024, there were 863 holders of record of Hertz Holdings' common stock.
Hertz Holdings paid no cash dividends on its common stock in 2023 or 2022, and it does not expect to pay dividends on its common stock for the
foreseeable future.
Since Hertz Holdings does not conduct business itself, any dividends on, and repurchases of, its common stock must be funded using dividends or
amounts borrowed from Hertz or independent borrowings. The credit agreements governing Hertz's First Lien Credit Facilities and the indenture
governing Hertz's Senior Notes Due 2026 and Senior Notes Due 2029 provide conditions that limit when Hertz can make dividends and certain other
restricted payments, including restrictions for distributions to Hertz Holdings used to pay dividends on Hertz Holdings' common stock.
Repurchases of Equity Securities
Share Repurchase Programs for Common Stock
In November 2021, Hertz Global's independent Audit Committee recommended, and its Board approved, a share repurchase program that authorized the
repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock (the "2021 Share Repurchase Program"), which was
announced on November 29, 2021. In 2022, the Company completed the 2021 Share Repurchase Program by repurchasing 80,677,021 shares of Hertz
Global's common stock during the first half of 2022 at an average share price of $19.74 for an aggregate purchase price of $1.6 billion. Under the
completed 2021 Share Repurchase Program, a total of 97,783,047 shares of Hertz Global common stock were repurchased for an aggregate purchase
price of $2.0 billion.
In June 2022, Hertz Global's independent Audit Committee recommended, and its Board approved, a new share repurchase program (the "2022 Share
Repurchase Program") that authorized additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common
stock.The 2022 Share Repurchase Program, announced on June 15, 2022, has no initial time limit, does not obligate Hertz Global to acquire any
particular amount of common stock and can be discontinued at any time. As of December 31, 2023, approximately $874 million remains available under
the 2022 Share Repurchase Program.
Between inception and December 31, 2023, a total of 66,684,169 shares of Hertz Global's common stock were repurchased in open-market transactions
under the 2022 Share Repurchase Program at an average share price of $16.88 for an aggregate purchase price of $1.1 billion. There were no share
repurchases after December 31, 2023 through the date of the filing of this 2023 Annual Report.
Any future repurchases will be made at the discretion of Hertz Global's management through a variety of methods, such as open-market transactions
(including pre-set trading plans pursuant to Rule 10b5-1 of the Exchange Act), privately negotiated transactions, accelerated share repurchases, and
other transactions in accordance with applicable securities laws. There can be no assurance as to the timing or number of any share repurchases.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES (Continued)
The following table provides a breakdown of our equity security repurchases during the fourth quarter of fiscal year 2023.
(a)
Total number of shares
purchased
(b)
Average price paid
per share
(c)
Total number of shares
purchased as part of the
publicly announced plan
or program
(d)
Maximum number (or
approximate dollar value) of
shares that may yet be
purchased under the publicly
announced plan or program
(In thousands, except share
data)
1,649,589 $
2,367,562 $
339,369 $
4,356,520 $
10.50
8.64
9.00
9.37
1,649,589 $
2,367,562 $
339,369 $
4,356,520 $
897,958
877,500
874,445
874,445
Common Stock
October 1 – October 31, 2023
November 1 – November 30, 2023
December 1 – December 31, 2023
Total
Performance Graph
The graph that follows compares the cumulative total stockholder return on Hertz Holdings common stock with the Russell 1000 Index and the
Morningstar Rental & Leasing Services Industry Group. The Russell 1000 Index is included because it is comprised of the 1,000 largest publicly traded
issuers. The Morningstar Rental & Leasing Services Industry Group is a published, market capitalization-weighted index representing stocks of
companies, including Hertz Holdings, that rent or lease various durable goods to the commercial and consumer market including vehicles and trucks,
medical and industrial equipment, appliances, tools and other miscellaneous goods. The results are based on an assumed $100 invested on
November 9, 2021 (the first day of trading pursuant to a registration statement on Form S-1), at the market close, through December 31, 2023. Share
price performance presented below is not necessarily indicative of future results.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG HERTZ GLOBAL HOLDINGS, INC.,
RUSSELL 1000 INDEX AND MORNINGSTAR RENTAL & LEASING SERVICES INDUSTRY GROUP
ASSUMES DIVIDEND REINVESTMENT
HERTZ
There is no established public trading market for the common stock of Hertz. Rental Car Intermediate Holdings, LLC, which is wholly-owned by Hertz
Holdings, owns all of the outstanding common stock of Hertz.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES (Continued)
Hertz paid dividends to Hertz Holdings of $321 million and $2.5 billion in 2023 and 2022, respectively, to help fund common stock repurchases, as further
disclosed in Note 16, "Equity and Earnings (Loss) Per Common Share – Hertz Global" in Part II, Item 8 of this 2023 Annual Report. The credit
agreements governing Hertz's First Lien Credit Facilities provide conditions that limit when Hertz can make dividends and certain other restricted
payments, including restrictions for distributions to Hertz Holdings used to pay dividends on Hertz Holdings' common stock.
ITEM 6. [RESERVED]
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Hertz Global Holdings, Inc. is a holding company and its principal, wholly-owned subsidiary is The Hertz Corporation. Hertz Global consolidates Hertz for
financial statement purposes, and Hertz comprises approximately the entire balance of Hertz Global’s assets, liabilities and operating cash flows. In
addition, Hertz’s operating revenues and operating expenses comprise nearly 100% of Hertz Global’s revenues and operating expenses. As such,
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") that follows herein is for Hertz and also applies to
Hertz Global in all material respects, unless otherwise noted. Differences between the operations and results of Hertz and Hertz Global are separately
disclosed and explained. We sometimes use the words “we,” “our,” “us,” and the “Company” in this MD&A for disclosures that relate to all of Hertz and
Hertz Global.
The statements in this MD&A 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 MD&A provides information that we believe to be relevant to an
understanding of our consolidated financial condition and results of operations. Our actual results may differ materially from those contained in or implied
by any forward-looking statements. You should read the following MD&A together with the sections entitled “Cautionary Note Regarding Forward-
Looking Statements and Summary of Risk Factors,” Item 1A, "Risk Factors,” and our consolidated financial statements and related notes included in Part
II, Item 8 of this 2023 Annual Report.
In this MD&A, we refer to the following non-GAAP measure and key metrics:
•
•
•
Adjusted Corporate EBITDA – important non-GAAP measure to management because it allows management to assess the operational
performance of our business, exclusive of certain items, and allows management to assess the performance of the entire business on the same
basis as the segment measure of profitability. Management believes that it is important to investors for the same reasons it is important to
management and because it allows investors to assess our operational performance on the same basis that management uses internally.
Adjusted EBITDA, the segment measure of profitability and accordingly a GAAP measure, is calculated exclusive of certain items which are
largely consistent with those used in the calculation of Adjusted Corporate EBITDA.
Vehicle Utilization – important key metric to management and investors as it is the measurement of the proportion of our vehicles that are being
used to generate revenues relative to rentable fleet capacity. Higher Vehicle Utilization means more vehicles are being utilized to generate
revenues.
Depreciation Per Unit Per Month – important key metric to management and investors as depreciation of revenue earning vehicles and lease
charges is one of our largest expenses for the vehicle rental business and is driven by the number of vehicles, expected residual values at the
expected time of disposal and expected hold period of the vehicles. Depreciation Per Unit Per Month is reflective of how we are managing the
costs of our vehicles and facilitates a comparison with other participants in the vehicle rental industry.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
•
•
•
Total Revenue Per Transaction Day ("Total RPD," also referred to as "pricing") – important key metric to management and investors as it
represents a measurement of the changes in underlying pricing in the vehicle rental business and encompasses the elements in vehicle rental
pricing that management has the ability to control.
Total Revenue Per Unit Per Month ("Total RPU") – important key metric to management and investors as it provides a measure of revenue
productivity relative to the number of vehicles in our rental fleet whether owned or leased ("Average Rentable Vehicles"). Average Rentable
Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through other disposition channels.
Transaction Days – important key metric to management and investors as it represents the number of revenue generating days ("volume"). It is
used as a component to measure Total RPD and Vehicle Utilization. Transaction Days represent the total number of 24-hour periods, with any
partial period counted as one Transaction Day, that vehicles were on rent (the period between when a rental contract is opened and closed) in a
given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour period.
Our non-GAAP measure and key metrics should not be considered in isolation and should not be considered superior to, or a substitute for, financial
measures calculated in accordance with U.S. GAAP. The above non-GAAP measure and key metrics are defined, and the non-GAAP measure is
reconciled to its most comparable U.S. GAAP measure, in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables"
section of this MD&A.
OVERVIEW OF OUR BUSINESS AND OPERATING ENVIRONMENT
Our Business
We are engaged principally in the business of renting vehicles primarily through our Hertz, Dollar and Thrifty brands. Our profitability is primarily a
function of the volume, mix and pricing of rental transactions and the utilization of vehicles, the related ownership cost of vehicles and other operating
costs. Significant changes in the purchase price or residual values of vehicles or interest rates can have a significant effect on our profitability depending
on our ability to adjust pricing for these changes. We continue to balance our mix of EVs, non-program vehicles and program vehicles based on market
conditions, including residual values. Our business requires significant expenditures for vehicles, and as such, we require substantial liquidity to finance
such expenditures.
Our strategy is focused on excellence in execution of our rental operations, presenting distinct product offerings through each of our brands, building on
our leadership in ride share and selling vehicles from the fleet directly to consumers.
Our revenues are primarily derived from rental and related charges and consist of worldwide vehicle rental revenues from all company-operated vehicle
rental operations and charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the
fueling and electric charging of vehicles and revenues associated with value-added services, including the sale of loss or collision damage waivers, theft
protection, liability and personal accident/effects insurance coverage, premium emergency roadside service and other products and fees. Also included
are collections from customers for vehicle damages, ancillary revenues associated with retail vehicle sales and certain royalty fees from our franchisees
(such fees are approximately 2% of total revenues each period).
Our expenses primarily consist of:
•
Direct vehicle and operating expense ("DOE"), primarily wages and related benefits; commissions and concession fees paid to airport authorities,
travel agents and others; facility, self-insurance and reservation costs; and other costs relating to the operation and rental of revenue earning
vehicles, such as damage, maintenance and fuel costs;
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
•
•
•
•
Depreciation expense and lease charges, net relating to revenue earning vehicles, including gains and losses and related costs associated with
the disposal of vehicles;
Depreciation and amortization expense relating to non-vehicle assets;
Selling, general and administrative expense ("SG&A"), which includes advertising costs and administrative personnel costs, along with costs for
information technology and business transformation programs; and
Interest expense, net.
To accommodate increased demand, we seek to increase our available fleet and staff. As demand declines, we seek to reduce fleet and staff
accordingly. As a result, we strive to maintain a flexible workforce, with a significant number of part-time and seasonal workers. 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. Certain operating expenses, including real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, and
minimum staffing costs, remain fixed and cannot be adjusted for demand.
Our Reportable Segments
We have identified two reportable segments, which are consistent with our operating segments and organized based on the products and services
provided and the geographic areas in which business is conducted, as follows:
•
•
Americas RAC - Rental of vehicles, as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and
International RAC - Rental of vehicles, as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the
Caribbean.
In the second quarter of 2021, as a result of the Donlen Sale, as further disclosed in Note 3, "Divestitures," in Part II, Item 8 of this 2023 Annual Report,
the All Other Operations reportable segment, which was primarily comprised of the Donlen business, was no longer deemed to be a reportable segment.
In addition to the above reportable segments, we have corporate operations. We assess performance and allocate resources based upon the financial
information for our operating segments.
Revenue Earning Vehicles
Revenue earning vehicles used in our rental and leasing operations are recorded at cost, net of related discounts and incentives from manufacturers.
Holding periods typically range from six to sixty-six months. Also included in revenue earning vehicles are vehicles placed on our retail lots for sale or
actively in the process of being sold through other disposition channels.
Program vehicles are purchased under repurchase or guaranteed depreciation programs with vehicle manufacturers wherein the manufacturers agree to
repurchase vehicles at a specified price or guarantee the depreciation rate on the vehicles during established repurchase periods, subject to, among
other things, certain vehicle condition, mileage and holding period requirements. Guaranteed depreciation programs guarantee the residual value of the
program vehicle upon sale, subject to, among other things, certain vehicle condition, mileage and holding period requirements. Program vehicles
generally provide us with flexibility to increase or reduce the size of our fleet based on market demand. Historically, when we have increased the
percentage of program vehicles, the average age of our fleet has decreased, since the average holding period for program vehicles has historically been
shorter than that for non-program vehicles.
When a revenue earning vehicle is acquired outside of a vehicle repurchase program, which is the case for the majority of our fleet at December 31,
2023, we estimate the period that we will hold the asset, primarily based on historical measures of the amount of rental activity (e.g., automobile
mileage). We also estimate the residual value of the applicable revenue earning vehicles at the expected time of disposal, considering factors such as
make, model and options, age, physical condition, mileage, sale location, time of the year, channel disposition (e.g.,
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
auction, retail, dealer direct), historical sales experience for similar vehicles, third-party expectations of resale value and market conditions. The vehicle is
depreciated using a rate based on these estimates. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of
present and estimated future market conditions, their effect on residual values at the expected time of disposal and any changes to the estimated holding
period of the vehicle. Differences between actual residual values (i.e., the ultimate sales price) and those estimated in our financial statements result in
an adjustment to depreciation upon disposition of the vehicle. Our depreciation of revenue earning vehicles and lease charges also includes costs
associated with the disposal of vehicles and rents paid for vehicles leased.
We dispose of our non-program vehicles via auction, dealer direct wholesale channels, direct sales to third parties and retail channels. Non-program
vehicles disposed of through our retail locations allow us the opportunity for ancillary revenue, such as warranty, financing and title fees. We periodically
review and adjust the mix between program and non-program vehicles in our fleet based on contract negotiations and the economic environment
pertaining to our industry in an effort to optimize the mix of vehicles. The use of program vehicles reduces the volatility associated with residual value
estimation.
Chapter 11 and Emergence
On May 22, 2020, as a result of the impact from the COVID-19 global pandemic, the Debtors filed voluntary petitions for relief under Chapter 11 of the
U.S. Bankruptcy Code in the Bankruptcy Court. On June 10, 2021, the Plan of Reorganization was confirmed by the Bankruptcy Court and on June 30,
2021, the Plan of Reorganization became effective and the Debtors emerged from Chapter 11.
2023 Operating Overview
In December 2023, we identified a group of EVs (the "EV Disposal Group") that we desired to sell in response to management's determination that the
supply of EVs exceeded customer demand, elevated EV damage and collision costs and a decline in EV residual values. As a result, the EV Disposal
Group, included in our Americas RAC segment, has been classified as held for sale as of December 31, 2023. The carrying values of the vehicles
included in the EV Disposal Group were written down to fair value less costs to sell and resulted in a write-down of $245 million for the year ended
December 31, 2023. See Note 4, "Revenue Earning Vehicles" in Part II, Item 8 of this 2023 Annual Report for further details.
The following charts provide the period-over-period change for several key factors influencing our results for each of the years ended December 31,
2023, 2022 and 2021.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
(1) Includes impact of foreign currency exchange at average rates ("fx").
(2) Results shown are in constant currency as of December 31, 2022.
(3) The percentages shown in this chart reflect Vehicle Utilization versus period-over-period change.
For more information on the above, see the discussion of our results on a consolidated basis and by segment that follows herein. In this MD&A, certain
amounts in the following tables are denoted in millions. Amounts, such as percentages, are calculated from the underlying numbers in thousands, and as
a result, may not agree to the amount when calculated from the tables in millions. Discussions regarding our results of operations, liquidity and capital
resources for the year ended December 31, 2023 compared to the year ended December 31, 2022 are included within this MD&A. Discussions of our
results of operations, liquidity and capital resources for the year ended December 31, 2022 compared to the year ended December 31, 2021 can be
found under Part II, Item 7 of our 2022 Form 10-K, which is available on the SEC's website (www.sec.gov) or indirectly through our website
(www.hertz.com).
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CONSOLIDATED RESULTS OF OPERATIONS - HERTZ
($ In millions)
Total revenues
Direct vehicle and operating expenses
Depreciation of revenue earning vehicles and lease charges, net
Non-vehicle depreciation and amortization
Selling, general and administrative expenses
Interest expense, net:
$
Vehicle
Non-vehicle
Interest expense, net
Other (income) expense, net
Reorganization items, net
Gain on sale of non vehicle assets
(Gain) from the sale of a business
Income (loss) before income taxes
Income tax (provision) benefit
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to Hertz
Adjusted Corporate EBITDA
(a)
$
$
Years Ended December 31,
2022
2021
2023
9,371 $
5,455
2,039
149
962
555
238
793
12
—
(162)
—
123
329
452
—
452 $
561 $
8,685 $
4,808
701
142
959
159
169
328
2
—
—
—
1,745
(390)
1,355
—
1,355 $
2,305 $
7,336
3,920
497
196
688
284
185
469
(21)
513
—
(400)
1,474
(318)
1,156
1
1,157
2,130
Percent Increase/(Decrease)
2023 vs. 2022
8%
13
NM
4
—
2022 vs. 2021
18%
23
41
(27)
39
NM
41
NM
NM
—
—
—
(93)
NM
(67)
—
(67)
(76)
(44)
(9)
(30)
NM
(100)
—
(100)
18
23
17
(100)
17
8
The footnote in the table above is shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.
NM - Not meaningful
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
Total revenues increased $686 million in 2023 compared to 2022 driven primarily by higher volume. Americas RAC increased $443 million and
International RAC increased $244 million, including a favorable $22 million fx impact in 2023.
DOE increased $646 million in 2023 compared to 2022, with increases of $502 million and $152 million in our Americas RAC and International RAC
segments, respectively. DOE in our Americas RAC segment increased due primarily to higher volume-driven costs as well as higher collision and
damage costs, particularly within the EV fleet, partially offset by cost saving initiatives in 2023. DOE in our International RAC segment, which included a
favorable $11 million fx impact in 2023, increased primarily due to increased volume. The completion of the sale of the EV Disposal Group is expected to
have a positive impact on DOE in our Americas RAC segment in 2024, particularly later in the year as sales are completed.
Depreciation of revenue earning vehicles and lease charges, net increased $1.3 billion in 2023 compared to 2022, of which $1.2 billion is attributed to our
Americas RAC segment. The increase in our Americas RAC segment was due to several factors, primarily (i) reduced per unit gains on vehicle
dispositions, (ii) an increase in Average Vehicles and (iii) a lower volume of vehicle dispositions. The increase in Americas RAC was partially offset by
longer vehicle holding periods. Additionally, depreciation of revenue earning vehicles and lease charges, net increased
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
compared to 2022 due to the $245 million write-down of the carrying values of the EV Disposal Group resulting from its classification as held for sale in
December 2023. Depreciation of revenue earning vehicles and lease charges, net in our International RAC segment increased $116 million in 2023
compared to 2022 due primarily to higher vehicle acquisition costs, an increase in Average Vehicles and reduced per unit gains on vehicle dispositions,
partially offset by a higher volume of vehicle dispositions in 2023. Depreciation of revenue earning vehicles and lease charges, net in our Americas RAC
segment is expected to be impacted in 2024 by several factors: (i) lower per unit depreciation that will be incurred on the EV Disposal Group, (ii) a larger
average fleet compared to that held in 2023, (iii) the intended sale of older vehicles during 2024 and (iv) an uncertain residual environment.
Non-vehicle depreciation and amortization increased $6 million in 2023 compared to 2022, primarily in our Americas RAC segment, and primarily due to
incremental depreciation on completed location refurbishment projects and accelerated amortization on certain software assets.
SG&A in 2023 was essentially flat compared to 2022 with a decrease of $194 million of cost associated with our corporate operations, offset by increases
of $150 million and $47 million in our Americas RAC and International RAC segments, respectively. The decrease in cost associated with our corporate
operations was due primarily to lower non-cash stock-based compensation costs, intercompany royalty assessment fees received from our International
RAC segment, reduced bankruptcy claims and lower incentive compensation. SG&A in our Americas RAC segment increased as a result of increased IT
and personnel costs and higher advertising spend. SG&A in our International RAC segment increased due primarily to intercompany royalty assessment
fees paid to our corporate operations, partially offset by decreased incentive compensation and a reduction in litigation reserves.
Vehicle interest expense, net increased $396 million in 2023 compared to 2022 due primarily to higher average interest rates, which in part reflects
reduced unrealized gains on interest caps in 2023, and higher debt levels resulting primarily by increased fleet levels. The impact of higher interest rates
and debt levels primarily impacted our Americas RAC segment as a result of higher benchmark rates on the HVF III 2021-A Notes and the issuance of
the HVF III Series 2023 Notes. Vehicle interest expense, net was also impacted by the unwind of certain of its interest rate caps in the first quarter of
2023 resulting in the realization of $88 million of previously unrealized gains, partially offset by a $98 million realized gain.
Non-vehicle interest expense, net increased $69 million in 2023 compared to 2022 due primarily to higher benchmark rates and higher debt levels
resulting from the issuance of a new term loan in 2023, partially offset by interest income due to higher market rates.
Other expense increased $10 million in 2023 compared to 2022 due primarily to an increase in net periodic pension costs resulting from higher interest
costs.
The effective tax rate in 2023 and 2022 was (268)% and 22%, respectively. We recorded a tax benefit of $329 million and a tax provision of $390 million
for 2023 and 2022, respectively. The change in tax provision in 2023 compared to 2022 was primarily driven by lower pre-tax income in 2023, benefits
from EV credits generated in 2023 and the release of valuation allowances in 2023 primarily related to the characterization of the loss on the restructuring
of European operations.
CONSOLIDATED RESULTS OF OPERATIONS - HERTZ GLOBAL
The above discussion for Hertz also applies to Hertz Global.
Hertz Global had income of $163 million and $704 million from the change in fair value of Public Warrants that was incremental to Hertz for the years
ended December 31, 2023 and 2022, respectively.
52
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
RESULTS OF OPERATIONS AND SELECTED OPERATING DATA BY SEGMENT
Americas RAC
As of December 31, 2023, our Americas RAC operations had a total of approximately 5,200 company-operated and franchisee locations, comprised of
1,900 airport and 3,300 off airport locations.
Results of operations and our discussion and analysis for our Americas RAC segment were as follows:
($ In millions, except as noted)
Total revenues
Depreciation of revenue earning vehicles and lease charges, net
Direct vehicle and operating expenses
Direct vehicle and operating expenses as a percentage of total
revenues
Non-vehicle depreciation and amortization
Selling, general and administrative expenses
Selling, general and administrative expenses as a percentage of total
revenues
(b)
Vehicle interest expense
Reorganization items, net
Adjusted EBITDA
Transaction Days (in thousands)
Average Vehicles (in whole units)
Average Rentable Vehicles (in whole units)
Vehicle Utilization
Total RPD (in dollars)
Total RPU Per Month (in whole dollars)
Depreciation Per Unit Per Month (in whole dollars)
Percentage of program vehicles as of period end
(d)
(e)
(c)
(c)
(c)
(f)
Years Ended December 31,
2022
2023
2021
7,722
1,775
4,582
59 %
125
501
6 %
456
—
585
125,215
446,219
422,485
81 %
61.65
1,523
332
1 %
$
$
$
$
$
$
$
$
$
$
$
7,280
553
4,080
56 %
114
351
5 %
140
—
2,292
111,759
411,047
385,234
79 %
65.03
1,572
112
1 %
$
$
$
$
$
$
$
$
$
$
$
6,215
343
3,302
53 %
166
282
5 %
213
80
2,173
100,085
355,647
345,306
79 %
61.99
1,497
81
0.4 %
$
$
$
$
$
$
$
$
$
$
$
Percent Increase/(Decrease)
2023 vs. 2022
6%
NM
12
2022 vs. 2021
17%
61
24
10
43
NM
—
(74)
12
9
10
(5)
(3)
NM
(31)
25
(34)
(100)
5
12
16
12
5
5
39
Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.
NM - Not meaningful
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
Total revenues for Americas RAC increased $443 million in 2023 compared to 2022 due primarily to higher volume, with an increase in Transaction
Days, partially offset by lower pricing. The increase in Transaction Days was driven primarily by volume increases in most leisure categories, in light of
sustained travel demand, along with volume increases among our ride share customers. Volume at our airport locations increased 12% compared to
2022. Airport revenues comprised 68% of total revenues for the segment in 2023 consistent with 2022. Total RPD declined from previously elevated
post-COVID levels. Revenues in Americas RAC were also impacted by an unfavorable $11 million fx impact in 2023.
Depreciation of revenue earning vehicles and lease charges, net for Americas RAC increased $1.2 billion in 2023 compared to 2022 due primarily to (i)
reduced per unit gains on vehicle dispositions, (ii) an increase in Average
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Vehicles and (iii) a lower volume of vehicle dispositions, partially offset by longer vehicle holding periods. Additionally, depreciation of revenue earning
vehicles and lease charges, net increased due to the $245 million write-down of the carrying value of EV Disposal Group resulting from its classification
as held for sale in December 2023. The increase in Average Vehicles was driven in part by decisions, primarily during the fourth quarter of 2023, to delay
planned fleet sales in light of an unfavorable used vehicle market. We expect depreciation of revenue earning vehicles and lease charges, net in our
Americas RAC segment to be impacted in 2024 by several factors: (i) lower per unit depreciation that will be incurred on the EV Disposal Group, (ii) a
larger average fleet compared to that held in 2023, (iii) the intended sale of older vehicles during 2024 and (iv) an uncertain residual environment.
DOE for Americas RAC increased $502 million in 2023 compared to 2022 due primarily to higher volume-related costs and higher collision and damage
costs, particularly for the EV fleet, partially offset by cost saving initiatives in 2023. Americas RAC DOE was also impacted by an unfavorable $7 million fx
impact in 2023. We expect the completion of the sale of the EV Disposal Group to have a positive impact on DOE in our Americas RAC segment in 2024,
particularly later in the year as sales are completed.
Non-vehicle depreciation and amortization for Americas RAC increased $11 million in 2023 compared to 2022 resulting primarily from incremental
depreciation on completed location refurbishment projects and accelerated amortization on certain software assets.
SG&A for Americas RAC increased $150 million in 2023 compared to 2022 due primarily to increased IT and personnel costs and higher advertising
spend.
Vehicle interest expense for Americas RAC increased $316 million in 2023 compared to 2022 due primarily to higher average interest rates, which in part
reflects reduced unrealized gains on interest caps in 2023, and higher debt levels resulting primarily by increased fleet levels. The impact of higher
interest rates and higher debt levels were a result of higher benchmark rates on the HVF III 2021-A Notes and higher average interest rates and higher
debt levels from the issuance of the HVF III Series 2023 Notes. Vehicle interest expense, net in our Americas RAC segment was also impacted by the
unwind of certain of its interest rate caps in the first quarter of 2023 resulting in the realization of $88 million of previously unrealized gains, partially offset
by a $98 million realized gain.
International RAC
As of December 31, 2023, our International RAC operations had approximately 6,200 company-operated and franchisee locations, comprised of
1,500 airport and 4,700 off airport locations in approximately 110 countries and jurisdictions, including Africa, Asia, Australia, Europe, the Middle East and
New Zealand.
54
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of operations and our discussion and analysis for our International RAC segment were as follows:
($ In millions, except as noted)
Total revenues
Depreciation of revenue earning vehicles and lease charges, net
Direct vehicle and operating expenses
Direct vehicle and operating expenses as a percentage of total
revenues
Non-vehicle depreciation and amortization
Selling, general and administrative expenses
Selling, general and administrative expenses as a percentage of total
revenues
(b)
Vehicle interest expense
Reorganization items, net
Adjusted EBITDA
Transaction Days (in thousands)
Average Vehicles (in whole units)
Average Rentable Vehicles (in whole units)
Vehicle Utilization
Total RPD (in dollars)
Total RPU Per Month (in whole dollars)
Depreciation Per Unit Per Month (in whole dollars)
Percentage of program vehicles as of period end
(d)
(e)
(c)
(c)
(c)
(f)
Years Ended December 31,
2022
2023
2021
$
$
$
$
$
$
$
$
$
$
$
1,649
264
880
53 %
11
227
14 %
99
—
302
28,974
106,240
104,173
76 %
56.19
1,302
203
18 %
$
$
$
$
$
$
$
$
$
$
$
1,405
148
728
52 %
13
180
13 %
19
—
350
25,101
94,999
93,564
73 %
56.14
1,255
130
29 %
$
$
$
$
$
$
$
$
$
$
$
985
154
606
61 %
16
136
14 %
59
12
90
20,488
77,643
76,190
74 %
43.24
969
149
32 %
Percent Increase/(Decrease)
2023 vs. 2022
17%
78
21
2022 vs. 2021
43%
(4)
20
(9)
26
NM
—
(14)
15
12
11
—
4
56
(19)
33
(69)
(100)
NM
23
22
23
30
30
(13)
Footnotes to the table above are shown in the "Footnotes to the Results of Operations and Selected Operating Data by Segment Tables" section of this MD&A.
NM - Not meaningful
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
Total revenues for International RAC increased $244 million in 2023 compared to 2022 due to higher volume. Transaction Days increased 15% driven
primarily by higher volume in most leisure and business categories due to increased travel demand. Total RPD in 2023 was consistent with 2022.
International RAC revenues were also impacted by a favorable $22 million fx impact in 2023.
Depreciation of revenue earning vehicles and lease charges, net for International RAC increased $116 million in 2023 compared to 2022 due primarily to
higher vehicle acquisition costs, an increase in Average Vehicles and reduced per unit gains on vehicle dispositions, partially offset by a higher volume of
vehicle dispositions in 2023. Depreciation of revenue earning vehicles and lease charges, net was also impacted by a favorable $10 million fx impact in
2023. Average Vehicles for International RAC increased in 2023 due in part to increased travel demand.
DOE for International RAC increased $152 million in 2023 compared to 2022 due primarily to higher volume, partially offset by a favorable $11 million fx
impact in 2023.
SG&A for International RAC increased $47 million in 2023 compared to 2022 due primarily to increased intercompany royalty assessment fees paid to
our corporate operations, partially offset by decreased incentive compensation and a reduction in litigation reserves.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Vehicle interest expense for International RAC increased $81 million in 2023 compared to 2022 due primarily to higher interest rates and higher debt
levels.
Footnotes to the Results of Operations and Selected Operating Data by Segment Tables
(a) Adjusted Corporate EBITDA is calculated as net income (loss) attributable to Hertz or Hertz Global, adjusted for income taxes; non-vehicle depreciation and
amortization; non-vehicle debt interest, net; vehicle debt-related charges; restructuring and restructuring related charges; unrealized (gains) losses from financial
instruments; gain on sale of non-vehicle capital assets; change in fair value of Public Warrants and certain other miscellaneous items. When evaluating our
operating performance, investors should not consider Adjusted Corporate EBITDA in isolation of, or as a substitute for, measures of our financial performance
determined in accordance with U.S. GAAP. The reconciliations to the most comparable consolidated U.S. GAAP measure are presented below:
(In millions)
Net income (loss) attributable to Hertz
Adjustments:
HERTZ
Years Ended December 31,
2022
2021
2023
$
452 $
1,355 $
(1)
Income tax provision (benefit)
Non-vehicle depreciation and amortization
Non-vehicle debt interest, net
(2)
Vehicle debt-related charges
Restructuring and restructuring related charges
Reorganization items, net
Pre-reorganization and non-debtor financing charges
(6)
Gain from the Donlen Sale
Unrealized (gains) losses on financial instruments
Gain on sale of non-vehicle capital assets
(9)
Litigation settlements
Other items
(10)
(3)
(8)
(4)
(7)
(5)
Adjusted Corporate EBITDA
(In millions)
Net income (loss) attributable to Hertz Global
Adjustments:
HERTZ GLOBAL
(1)
Income tax provision (benefit)
Non-vehicle depreciation and amortization
Non-vehicle debt interest, net
(2)
Vehicle debt-related charges
Restructuring and restructuring related charges
Reorganization items, net
Pre-reorganization and non-debtor financing charges
(6)
Gain from the Donlen Sale
Unrealized (gains) losses on financial instruments
Gain on sale of non-vehicle capital assets
(9)
Litigation settlements
Change in fair value of Public Warrants
Other items
(11)
(10)
(7)
(3)
(4)
(8)
(5)
Adjusted Corporate EBITDA
56
(329)
149
238
42
17
—
—
—
117
(162)
—
37
561 $
390
142
169
35
45
—
—
—
(111)
—
168
112
2,305 $
Years Ended December 31,
2022
2021
2023
616 $
2,059 $
(330)
149
238
42
17
—
—
—
117
(162)
—
(163)
37
561 $
390
142
169
35
45
—
—
—
(111)
—
168
(704)
112
2,305 $
$
$
$
1,157
318
196
185
72
76
513
42
(400)
(4)
—
—
(25)
2,130
366
318
196
185
72
76
677
42
(400)
(4)
—
—
627
(25)
2,130
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
(1)
In 2021, includes $8 million of loss on extinguishment of debt associated with the payoff and termination of the HIL Credit Agreement recorded in the second quarter.
(2) Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.
(3) Represents charges incurred under restructuring actions as defined in U.S. GAAP, excluding impairments and asset write-downs. Also includes restructuring related
charges such as incremental costs incurred directly supporting business transformation initiatives.
(4) Represents charges associated with the filing of and the emergence from the Chapter 11 Cases, as described in Note 19, "Reorganization Items, Net," in Part II, Item 8 of
this 2023 Annual Report.
(5) Represents charges incurred prior to the filing of the Chapter 11 Cases comprised of preparation charges for the reorganization, such as professional fees. Also included
certain non-debtor financing and professional fee charges.
(6) Represents the net gain from the sale of our Donlen business on March 30, 2021 recorded in Corporate as disclosed in Note 3, "Divestitures," in Part II, Item 8 of this 2023
Annual Report.
(7) Represents unrealized (gains) losses on derivative financial instruments. See Note 11, "Financial Instruments," in Part II, Item 8 of this 2023 Annual Report.
(8) Represents the gain on sale of certain non-vehicle capital assets sold in March 2023. See Note 3, "Divestitures," in Part II, Item 8 of this 2023 Annual Report.
(9) Represents payments made for the settlement of certain claims related to alleged false arrests. See Note 14, "Contingencies and Off-Balance Sheet Commitments," in Part
II, Item 8 of this 2023 Annual Report.
(10) Represents miscellaneous items. For 2023, primarily includes certain IT-related costs, charges for certain storm-related vehicle damages and certain professional fees and
charges related to the settlement of bankruptcy claims, partially offset by a loss recovery settlement. For 2022, primarily includes certain bankruptcy claims, certain
professional fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges. For 2021, primarily includes
$100 million associated with the suspension of depreciation during the first quarter for the Donlen business while classified as held for sale, partially offset by $17 million
for certain professional fees, $14 million of charges related to the settlement of bankruptcy claims, charges for a multiemployer pension plan withdrawal liability and letter of
credit fees.
(11) Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants, as disclosed in Note 12, "Fair Value Measurements," in
Part II, Item 8 of this 2023 Annual Report.
(b) Transaction Days represents the total number of 24-hour periods, with any partial period counted as one Transaction Day, that vehicles were on rent (the period
between when a rental contract is opened and closed) in a given period. Thus, it is possible for a vehicle to attain more than one Transaction Day in a 24-hour
period.
(c) Vehicle Utilization is calculated by dividing total Transaction Days by Available Car Days. Available Car Days represents Average Rentable Vehicles multiplied
by the number of days in a given period. Average Rentable Vehicles excludes vehicles for sale on our retail lots or actively in the process of being sold through
other disposition channels and is determined using a simple average of such vehicles at the beginning and end of a given period.
Americas RAC
International RAC
Transaction Days (in thousands)
Average Rentable Vehicles (in whole units)
Number of days in period (in whole units)
Available Car Days (in thousands)
Vehicle Utilization
Years Ended December 31,
2023
2023
125,215
422,485
365
154,272
2022
111,759
385,234
365
140,647
2021
100,085
345,306
365
126,159
2022
2021
28,974
104,173
365
38,061
25,101
93,564
365
34,179
20,488
76,190
365
27,837
81 %
79 %
79 %
76 %
73 %
74 %
57
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
(d) Total RPD is calculated as revenues with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange rates ("Total Revenues -
adjusted for foreign currency"), divided by the total number of Transaction Days. Our management believes eliminating the effect of fluctuations in foreign
currency exchange rates is useful in analyzing underlying trends. The calculation of Total RPD is shown below:
($ in millions, except as noted)
Revenues
Foreign currency adjustment
Total Revenues-adjusted for foreign currency
Transaction Days (in thousands)
(1)
Total RPD (in dollars)
Americas RAC
International RAC
Years Ended December 31,
2023
2022
2021
2023
2022
2021
$
$
$
7,722 $
(3)
7,719 $
7,280 $
(12)
7,268 $
6,215 $
(11)
6,204 $
1,649 $
(21)
1,628 $
1,405 $
4
1,409 $
125,215
111,759
100,085
28,974
25,101
61.65 $
65.03 $
61.99 $
56.19 $
56.14 $
985
(99)
886
20,488
43.24
(1) Based on December 31, 2022 foreign currency exchange rates for all periods presented.
(e) Total RPU Per Month is calculated as Total Revenues - adjusted for foreign currency divided by the Average Rentable Vehicles in each period and then divided
by the number of months in the period reported.
($ in millions, except as noted)
Total Revenues-adjusted for foreign currency
Average Rentable Vehicles (in whole units)
Total revenue per unit (in whole dollars)
Number of months in period (in whole units)
Total RPU Per Month (in whole dollars)
Americas RAC
International RAC
Years Ended December 31,
2023
2022
2021
2023
2022
2021
$
$
$
7,719 $
7,268 $
6,204 $
1,628 $
422,485
385,234
345,306
104,173
18,271 $
12
1,523 $
18,867 $
12
1,572 $
17,968 $
12
1,497 $
15,627 $
12
1,302 $
1,409 $
93,564
15,062 $
12
1,255 $
886
76,190
11,628
12
969
(f) Depreciation Per Unit Per Month represents the amount of average depreciation expense and lease charges, per vehicle per month and is calculated as
depreciation of revenue earning vehicles and lease charges, net, with all periods adjusted to eliminate the effect of fluctuations in foreign currency exchange
rates, divided by the Average Vehicles in each period, which is determined using a simple average of the number of vehicles at the beginning and end of a period,
and then dividing by the number of months in the period reported. Our management believes eliminating the effect of fluctuations in foreign currency exchange
rates is useful in analyzing underlying trends. The calculation of Depreciation Per Unit Per Month is shown below:
($ in millions, except as noted)
Depreciation of revenue earning vehicles and lease
charges, net
Foreign currency adjustment
Adjusted depreciation of revenue earning vehicles and lease
(1)
charges
Average Vehicles (in whole units)
Adjusted depreciation of revenue earning vehicles and lease
charges divided by Average Vehicles (in whole dollars)
Number of months in period (in whole units)
Depreciation Per Unit Per Month (in whole dollars)
Americas RAC
International RAC
Years Ended December 31,
2023
2022
2021
2023
2022
2021
$
$
$
$
1,775 $
1
553 $
1
343 $
1
264 $
(5)
148 $
—
1,776 $
554 $
344 $
259 $
148 $
446,219
411,047
355,647
106,240
94,999
3,981 $
12
332 $
1,347 $
12
112 $
967 $
12
81 $
2,434 $
12
203 $
1,556 $
12
130 $
154
(15)
139
77,643
1,784
12
149
(1) Based on December 31, 2022 foreign currency exchange rates for all periods presented.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
LIQUIDITY AND CAPITAL RESOURCES
Our U.S. and international operations are funded by cash provided by operating activities and by extensive financing arrangements in the U.S. and
internationally.
Cash and Cash Equivalents
As of December 31, 2023, we had $764 million of cash and cash equivalents and $442 million of restricted cash and cash equivalents. As of
December 31, 2023, $328 million of cash and cash equivalents and $129 million of restricted cash and cash equivalents were held by our subsidiaries
outside of the U.S. We continue to assert non-permanent reinvestment of foreign earnings that give rise to excess cash, provided such cash can be
remitted in a tax efficient manner.
We believe that cash and cash equivalents generated by our operations and cash received on the disposal of vehicles, including disposal of the EV
Disposal Group, together with amounts available under various liquidity facilities and refinancing options available to us in the capital markets, will be
sufficient to fund our operating activities and obligations for the next twelve months and for the foreseeable future thereafter.
Cash Flows - Hertz
As of December 31, 2023 and 2022, Hertz had cash and cash equivalents of $764 million and $943 million, respectively, and restricted cash and cash
equivalents of $442 million and $475 million, respectively. The following table summarizes the net change in cash and cash equivalents and restricted
cash and cash equivalents for the periods shown:
(In millions)
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes
Net change in cash and cash equivalents and restricted cash
and cash equivalents
Years Ended December 31,
2022
2023
2021
2023 vs. 2022
$ Change
2022 vs. 2021
$ Change
$
$
2,471 $
(4,024)
1,316
25
2,538 $
(4,233)
488
(25)
1,806 $
(3,544)
2,872
(34)
(67) $
209
828
50
(212) $
(1,232) $
1,100 $
1,020 $
732
(689)
(2,384)
9
(2,332)
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
In 2023, cash flows from operating activities decreased by $67 million year over year due primarily to a $169 million change in working capital accounts,
partially offset by a $102 million change in net income, as adjusted for non-cash and non-operating items. Cash flows from working capital accounts
decreased due primarily to a reduction in accrued liabilities due in part to incentive payments in 2023, the payment of bankruptcy claims in 2022 and a
reduction in customer loyalty program accruals resulting in part from a change in program terms during 2023. Additionally, cash flows from working
capital accounts decreased due to lower value added tax payables arising from intercompany fleet transfers in 2022.
Our primary investing activities relate to the acquisition and disposal of revenue earning vehicles. During 2023, there was a $209 million decrease in cash
used in investing activities compared to 2022 driven by $162 million of net proceeds received in 2023 due to the sale of certain non-vehicle capital assets
as disclosed in Note 3, "Divestitures," in Part II, Item 8 of this 2023 Annual Report. Cash used in investing activities also decreased in 2023 due to an
$82 million decrease in revenue earning vehicles expenditures, net, primarily associated with our Americas RAC segment, due in part from decreased
vehicle acquisitions in 2023. We expect that in 2024, cash
59
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
used in investing activities in our Americas RAC segment will increase compared to 2023 as we increase acquisitions of new vehicles and dispose of
vehicles with lower expected residual values.
Net financing cash inflows were $1.3 billion in 2023 compared to $488 million in 2022. The $828 million increase in cash inflows was due primarily to a
$2.2 billion reduction in dividends paid by Hertz to Hertz Holdings due to reduced share repurchases in 2023, and an increase of $492 million in net
proceeds from non-vehicle debt resulting primarily from the issuance of a new term loan in 2023. The increase in net financing cash inflows in 2023 was
partially offset by a decrease of $1.8 billion in net proceeds from vehicle debt as a result of less issuances in 2023 compared to 2022.
Cash Flows - Hertz Global
As of December 31, 2023 and 2022, Hertz Global had cash and cash equivalents of $764 million and $943 million, respectively, and restricted cash and
cash equivalents of $442 million and $475 million, respectively. The following table summarizes the net change in cash and cash equivalents and
restricted cash and cash equivalents for Hertz Global for the periods shown:
(In millions)
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes
Net change in cash and cash equivalents and restricted cash
and cash equivalents
Years Ended December 31,
2022
2023
2021
2023 vs. 2022
$ Change
2022 vs. 2021
$ Change
$
$
2,474 $
(4,024)
1,313
25
2,538 $
(4,233)
487
(25)
1,806 $
(3,544)
2,845
(34)
(64) $
209
826
50
(212) $
(1,233) $
1,073 $
1,021 $
732
(689)
(2,358)
9
(2,306)
Fluctuations in operating, investing and financing cash flows from period to period were due to the same factors as those disclosed for Hertz above, with
the exception of any cash inflows or outflows related to the issuance or repurchase of our common stock and the exercise of Public Warrants. See
Note 16, "Equity and Earnings (Loss) Per Common Share – Hertz Global," and Note 17, "Public Warrants - Hertz Global," in Part II, Item 8 of this 2023
Annual Report.
Share Repurchase Programs for Common Stock
In November 2021, Hertz Global's independent Audit Committee recommended, and its Board approved, the 2021 Share Repurchase Program, which
was announced on November 29, 2021. In 2022, the Company completed the 2021 Share Repurchase Program by repurchasing 80,677,021 shares of
Hertz Global's common stock during the first half of 2022 at an average share price of $19.74 for an aggregate purchase price of $1.6 billion. Under the
completed 2021 Share Repurchase Program, a total of 97,783,047 shares of Hertz Global common stock were repurchased for an aggregate purchase
price of $2.0 billion.
In June 2022, Hertz Global's independent Audit Committee recommended, and its Board approved, the 2022 Share Repurchase Program that authorized
additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. The 2022 Share Repurchase
Program, announced on June 15, 2022, has no initial time limit, does not obligate Hertz Global to acquire any particular amount of common stock and
can be discontinued at any time. As of December 31, 2023, approximately $874 million remains available under the 2022 Share Repurchase Program.
Between inception and December 31, 2022, a total of 47,303,009 shares of Hertz Global's common stock were repurchased in open-market transactions
under the 2022 Share Repurchase Program at an average share price of $17.64 for an aggregate purchase price of $835 million. During the year ended
December 31, 2023, a total of 19,381,160 shares of Hertz Global's common stock were repurchased in open-market transactions at an average
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
share price of $15.01 for an aggregate purchase price of $291 million. Since inception of the 2022 Share Repurchase program a total of 66,684,169
shares of Hertz Global's common stock have been repurchased in open-market transactions at an average share price of $16.88 for an aggregate
purchase price of $1.1 billion. There were no share repurchases after December 31, 2023 through the date of the filing of this 2023 Annual Report.
Common shares repurchased are included in treasury stock in the accompanying Hertz Global consolidated balance sheets as of December 31, 2023
and 2022 in Part II, Item 8 of this 2023 Annual Report.
Any future repurchases will be made at the discretion of management through a variety of methods, such as open-market transactions (including pre-set
trading plans pursuant to Rule 10b5-1 of the Exchange Act), privately negotiated transactions, accelerated share repurchases, and other transactions in
accordance with applicable securities laws. There can be no assurance as to the timing or number of shares of any repurchases.
Public Warrants
During the years ended December 31, 2023 and 2022, 48,965 and 245,959 Public Warrants were exercised, of which 31,034 and 60,661 were cashless
exercises and 17,931 and 185,298 were exercised for $13.80 per share, respectively. As of December 31, 2023, a cumulative 6,335,204 Public Warrants
have been exercised since their original issuance in June 2021. The outstanding warrants are exercisable through June 30, 2051. As of December 31,
2023, the exercise price remains $13.80.
Debt Financing
Refer to Note 6, "Debt," in Part II, Item 8 of this 2023 Annual Report for information on our outstanding debt obligations and our borrowing capacity and
availability under our revolving credit facilities as of December 31, 2023.
Cash paid for interest on vehicle debt during 2023 and 2022 was $469 million and $204 million, respectively. The $265 million increase in cash paid for
vehicle debt interest is due primarily to higher interest rates and higher debt levels resulting primarily from the issuances of the HVF III Series 2023
Notes. Cash paid for interest on non-vehicle debt during 2023 and 2022 was $252 million and $168 million, respectively. The $84 million increase in non-
vehicle debt interest is primarily due to higher interest rates and outstanding borrowings on the First Lien RCF during 2023.
A substantial portion of our liquidity requirements arise from servicing our indebtedness, funding our operations, including purchases of revenue earning
vehicles, and funding non-vehicle capital expenditures. We expect to maintain heightened levels of indebtedness into 2024 as we expect to dispose of
more aged vehicles and purchase newer vehicles. For a discussion of the risks associated with our high leverage, see Item 1A, "Risk Factors" in this
2023 Annual Report.
Our available corporate liquidity, which excludes unused commitments under our vehicle debt, was as follows:
(In millions)
Cash and cash equivalents
Availability under the First Lien RCF
Corporate liquidity
Non-vehicle Debt
As of December 31, 2023
As of December 31, 2022
$
$
764
1,266
2,030
$
$
943
1,514
2,457
Approximately $20 million of our outstanding non-vehicle debt is scheduled to mature during the twelve months following the issuance of this 2023 Annual
Report. We have reviewed our debt facilities for non-vehicle debt and determined that it is probable that we will be able, and have the intent, to refinance
these facilities at such times as we determine appropriate prior to maturity.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Significant financing activities during the year ended December 31, 2023 for our non-vehicle debt were as follows:
In March 2023, the aggregate committed amount under the First Lien RCF was increased from $1.9 billion to $2.0 billion.
In May 2023, the First Lien Credit Agreement was amended to change the benchmark interest rate on the Term Loans from the London Inter-Bank
Benchmark Offered Rate ("USD LIBOR") to the term Secured Overnight Financing Rate ("SOFR") in connection with the cessation of USD LIBOR.
In November 2023, Hertz entered into an incremental term loan ("Incremental Term B Loan") in an aggregate principal amount of $500 million.
Letters of Credit
As of December 31, 2023, there were outstanding standby letters of credit totaling $995 million comprised primarily of $734 million issued under the First
Lien RCF and $245 million issued under the Term C Loan. As of December 31, 2023, there is no remaining capacity to issue letters of credit under the
Term C Loan. Such letters of credit have been issued primarily to provide credit enhancement for our asset-backed securitization facilities and to support
our insurance programs, as well as to support our vehicle rental concessions and leaseholds. As of December 31, 2023, none of the issued letters of
credit have been drawn upon.
Vehicle Debt
Significant financing activities during the year ended December 31, 2023 for our vehicle debt were as follows:
Americas RAC
Approximately $2.3 billion of the outstanding vehicle debt in our Americas RAC segment is scheduled to mature during the twelve months following the
issuance of this 2023 Annual Report. We have reviewed our debt facilities and determined that it is probable that we will be able, and have the intent, to
refinance these facilities at such times as we determine appropriate prior to maturity.
HVF III U.S. ABS Program
The following HVF III Series 2023 Fixed Rate Rental Car Asset Backed Notes (collectively, the "HVF III Series 2023 Notes") were issued during the year
ended December 31, 2023:
•
•
•
HVF III Series 2023-1 Notes, issued in March 2023, in an aggregate principal amount of $500 million in four classes (Class A, Class B, Class C
and Class D). At the time of issuance, Hertz, an affiliate of HVF III, purchased the Class D Notes in an aggregate principal amount of $40 million,
which were subsequently sold to third parties in September 2023 as discussed below.
HVF III Series 2023-2 Notes, issued in March 2023, in an aggregate principal amount of $300 million.
HVF III Series 2023-3 Notes and Series 2023-4 Notes, issued in August 2023, in aggregate principal amounts of $500 million, respectively.
There is subordination within each of the preceding series based on class.
At the time of each respective issuance, proceeds from the issuance of the HVF III Series 2023 Notes were used primarily to repay amounts outstanding
on the Series 2021-A Notes, with any remaining funds used for the purchase or refinancing of certain eligible vehicles.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
During initial issuance of the HVF III Series 2022-2, Series 2022-5 and Series 2023-1 Class D Notes (the "Class D Notes"), Hertz, an affiliate of HVF III,
purchased the Class D Notes. In September 2023, Hertz sold the Class D Notes to third parties.
(In millions)
HVF III Series 2022-2 Class D Notes
HVF III Series 2022-5 Class D Notes
HVF III Series 2023-1 Class D Notes
Total
Aggregate Principal Amount
$
$
98
47
40
185
The HVF III Series 2021-A Notes were amended in June 2023 to increase the maximum principal amount that may be outstanding from $3.9 billion to
$4.1 billion and to extend the maturity dates of the Series 2021-A Class A Notes and Class B Notes to June 2025 and August 2025, respectively.
Repurchase Facilities
As of December 31, 2023, there were no repurchase transactions outstanding under the Repurchase Facilities.
Hertz Canadian Securitization
The Hertz Canadian Securitization was amended in June 2023 to provide for aggregate maximum borrowings of CAD$475 million and to extend the
maturity date to June 2025.
International RAC
Approximately $90 million of the outstanding vehicle debt in our International RAC segment is scheduled to mature during the twelve months following the
issuance of this 2023 Annual Report. We have reviewed our debt facilities and determined that it is probable that we will be able, and have the intent, to
refinance these facilities at such times as we determine appropriate prior to maturity.
European ABS
The European ABS was amended in September 2023 to (i) increase the aggregate maximum borrowings to €1.2 billion, (ii) extend the maturity date to
March 2026 and (iii) amend certain other provisions to provide for further operating flexibility.
New Zealand RCF
The New Zealand RCF was amended in August 2023 to provide for aggregate maximum borrowings of NZD$120 million and to extend the maturity date
to June 2025.
Australian Securitization
The Australian Securitization was amended in June 2023 to provide for aggregate maximum borrowings of AUD$340 million and to extend the maturity
date to June 2025.
U.K. Financing Facility
The U.K. Financing Facility was amended in June 2023 to provide for aggregate maximum borrowings of £135 million and to extend the maturity date to
November 2024.
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THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Covenants
The First Lien Credit Agreement requires us to comply with the following financial covenant: a ratio of First Lien debt to Consolidated EBITDA, as defined
in our First Lien Credit Agreement which may be materially different than Adjusted Corporate EBITDA presented in this 2023 Annual Report, (the "First
Lien Ratio") of less than or equal to 3.00 to 1.00 in the first and last quarters of the calendar year and 3.50 to 1.00 in the second and third quarters of the
calendar year. As of December 31, 2023, we were in compliance with the First Lien Ratio.
In addition to the financial covenant, the First Lien Credit Agreement contains customary affirmative covenants including, among other things, the delivery
of quarterly and annual financial statements and compliance certificates, and covenants related to conduct of business, maintenance of property and
insurance, compliance with environmental laws and the granting of security interests for the benefit of the secured parties under that agreement on after-
acquired real property, fixtures and future subsidiaries. The First Lien Credit Agreement also contains customary negative covenants, including, among
other things, the incurrence of liens, indebtedness, asset dispositions and restricted payments.
As of December 31, 2023, we were in compliance with all covenants in the First Lien Credit Agreement.
Vehicle Financing Risks
Our program vehicles are subject to repurchase by vehicle manufacturers under contractual repurchase or guaranteed depreciation programs. Under
these programs, vehicle manufacturers agree to repurchase vehicles at a specified price or guarantee the depreciation rate on the vehicles during a
specified time period, typically subject to certain vehicle condition and mileage requirements. We use values derived from this specified price or
guaranteed depreciation rate to calculate financing capacity under certain asset-backed and asset-based financing arrangements.
In the event of a bankruptcy of a vehicle manufacturer, our liquidity could be impacted by several factors including reductions in fleet residual values and
the risk that we would be unable to collect outstanding receivables due to us from such bankrupt manufacturer. In addition, the program vehicles
manufactured by any such company would need to be removed from our financing facilities or re-designated as non-program vehicles, which would
require us to furnish additional credit enhancement associated with these program vehicles.
Substantially all of our revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor of the
lenders under the various credit facilities, other secured financings and asset-backed securities programs. None of the value of such assets (including the
assets owned by Hertz Vehicle Financing III LLC and various international subsidiaries that facilitate our international securitizations) will be available to
satisfy the claims of unsecured creditors unless the secured creditors are paid in full.
We rely significantly on asset-backed and asset-based financing arrangements to purchase vehicles for our U.S. and international vehicle rental fleets.
For further information concerning our asset-backed financing programs and our indebtedness, see Note 6, "Debt," in Part II, Item 8 of this 2023 Annual
Report. For a discussion of the risks associated with our reliance on asset-backed and asset-based financing and the significant amount of indebtedness,
see Item 1A, "Risk Factors" in this 2023 Annual Report.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Capital Expenditures
Revenue Earning Vehicles Expenditures and Disposals
The table below sets forth our revenue earning vehicles expenditures and related disposal proceeds for the annual periods shown:
Cash inflow (cash outflow)
(In millions)
2023
2022
2021
Capital
Expenditures
Revenue Earning Vehicles
Disposal
Proceeds
Net Capital Proceeds
(Expenditures)
$
(9,514) $
(10,596)
(7,154)
5,498 $
6,498
2,818
(4,016)
(4,098)
(4,336)
The table below sets forth expenditures for revenue earning vehicles, net of disposal proceeds, by segment:
Cash inflow (cash outflow)
($ in millions)
Americas RAC
International RAC
All other operations
Total
NM - Not meaningful
Years Ended December 31,
2022
2023
2021
$ Change
% Change
$ Change
% Change
2023 vs. 2022
2022 vs. 2021
$
$
(3,412) $
(604)
—
(4,016) $
(3,470) $
(628)
—
(4,098) $
(3,763) $
(489)
(84)
(4,336) $
58
24
—
82
(2) $
(4)
—
(2) $
293
(139)
84
238
(8)
28
(100)
(5)
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
In 2023, revenue earning vehicle expenditures decreased approximately $1.1 billion, or 10%, compared to 2022, primarily in our Americas RAC segment,
resulting from decreased vehicle acquisitions in 2023 as we held vehicles longer. Revenue earning vehicle disposal proceeds decreased approximately
$1.0 billion, or 15%, in 2023 compared to 2022, primarily in our Americas RAC segment, driven by reduced per unit gains recognized on lower volume of
vehicle dispositions. In 2024, we expect revenue earning vehicles expenditures, net to increase as we increase acquisitions of new vehicles and dispose
of vehicles with lower expected residual values.
Non-Vehicle Capital Asset Expenditures and Disposals
The table below sets forth our non-vehicle capital asset expenditures, and related disposal proceeds from non-vehicle capital assets disposed of or to be
disposed of for the annual periods shown:
Cash inflow (cash outflow)
(In millions)
2023
2022
2021
Capital
Expenditures
$
Non-Vehicle Capital Assets
Disposal
Proceeds
Net Capital
Expenditures
(188) $
(150)
(71)
181 $
12
16
(7)
(138)
(55)
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The table below sets forth non-vehicle capital asset expenditures, net of disposal proceeds, by segment:
Cash inflow (cash outflow)
($ in millions)
Americas RAC
International RAC
All other operations
Corporate
Total
NM - Not meaningful
Years Ended December 31,
2022
2023
2021
$ Change
% Change
$ Change
% Change
2023 vs. 2022
2022 vs. 2021
$
$
52 $
(19)
—
(40)
(7) $
(114) $
(10)
—
(14)
(138) $
(35) $
(8)
(1)
(11)
(55) $
166
(9)
—
(26)
131
NM $
90
—
NM
(95) $
(79)
(2)
1
(3)
(83)
NM
25
(100)
27
NM
Year Ended December 31, 2023 Compared with Year Ended December 31, 2022
In 2023, proceeds for non-vehicle capital assets increased by $169 million compared to 2022, driven by our Americas RAC segment, resulting primarily
from the sale of certain non-vehicle capital assets as disclosed in Note 3, "Divestitures," in Part II, Item 8 of this 2023 Annual Report. In 2023,
expenditures for non-vehicle capital assets increased $38 million compared to 2022, primarily in our corporate operations, driven in part by IT-related and
EV charging infrastructure expenses.
CONTRACTUAL AND OTHER OBLIGATIONS
The following table details our material cash requirements for our contractual and other obligations as of December 31, 2023:
(In millions)
Vehicles:
Debt obligation
Interest on debt
(1)
Non-Vehicle:
Debt obligation
Interest on debt
(1)
Minimum fixed obligations for operating leases
Commitments to purchase vehicles
Purchase obligations and other
(2)
(3)
Total
Total
2024
2025 to 2026
2027 to 2028
After 2028
Payments Due by Period
$
$
12,314 $
1,132
3,515
1,080
3,475
6,672
243
28,431 $
2,322 $
509
7,888 $
511
20
269
554
6,672
92
10,438 $
536
463
827
—
85
10,310 $
1,854 $
109
1,959
302
559
—
23
4,806 $
250
3
1,000
46
1,535
—
43
2,877
(1) Amounts represent the estimated commitment fees and interest payments based on the principal amounts, minimum non-cancelable maturity dates and interest rates on the
debt as of December 31, 2023. See Note 6, "Debt," in Part II, Item 8 of this 2023 Annual Report for further details.
(2) Represents fleet purchases where contracts have been signed or are pending with committed orders under the terms of such agreements. We expect purchases under these
agreements will be financed primarily through the issuance of vehicle debt. These purchases are subject to vehicle manufacturers satisfying their performance commitments
under such agreements.
(3) Represents 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, as well as liabilities for uncertain tax positions and other liabilities, and excludes any obligations to
employees. Only the minimum non-cancelable portion of purchase agreements and related cancellation penalties are included as obligations. In the case of contracts that state
minimum quantities of goods or services, amounts reflect only the stipulated minimums; all other contracts reflect estimated amounts. Purchase obligations include $29 million
representing our tax liability for uncertain tax positions and related net accrued interest and penalties.
The table excludes pension and other postretirement benefit obligations as disclosed in Note 7, "Employee Retirement Benefits," in Part II, Item 8 of this
2023 Annual Report.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
Indemnification Obligations
In the ordinary course of business, we execute contracts involving indemnification obligations customary in the relevant industry and indemnifications
specific to a transaction such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental
matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial contractual
relationships and financial matters. Performance under these indemnification obligations 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 indemnification obligations and have
accrued for expected losses that are probable and estimable.
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 expenses that we expect to incur for such matters have been accrued, and those expenses
are reflected in our consolidated financial statements within accrued liabilities. Amounts accrued represent 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
on-going maintenance, as required. 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).
EMPLOYEE RETIREMENT BENEFITS
Pension
We sponsor defined benefit pension plans worldwide. Pension obligations give rise to expenses that are dependent on assumptions discussed in Note 7,
"Employee Retirement Benefits," in Part II, Item 8 of this 2023 Annual Report.
Our 2023 worldwide net periodic pension expense included in the accompanying consolidated statement of operations for the year ended December 31,
2023 was $11 million compared to $7 million in 2022 resulting primarily from increased interest costs, partially offset by reduced settlements.
The funded status (i.e., the dollar amount by which the projected benefit obligations exceeded the market value of pension plan assets) of the Hertz
Retirement Plan, as defined in Note 7, "Employee Retirement Benefits," in Part II, Item 8 of this 2023 Annual Report, increased in December 31, 2023
compared with December 31, 2022 due primarily to an increase in the value of plan assets. We did not contribute to the Hertz Retirement Plan during
2023, and we do not anticipate contributing to the Hertz Retirement Plan during 2024. For the international plans, we anticipate contributing
approximately $4 million during 2024. The level of 2024 and future contributions will vary and is dependent on a number of factors including investment
returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
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 U.S. The preparation of the consolidated financial statements requires
management to make estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes.
The following accounting policies involve a higher degree of judgment and complexity in their application, unless otherwise noted below, and therefore,
represent the critical accounting policies used in the preparation of our consolidated financial statements. If different assumptions or conditions were to
prevail, the results could be materially different from our reported results. For additional discussion of our critical accounting policies, as well as our
significant accounting policies, see Note 2, "Significant Accounting Policies," in Part II, Item 8 of this 2023 Annual Report.
Revenue Earning Vehicles
Our principal assets are revenue earning vehicles, which represented approximately 60% of our total assets as of December 31, 2023. Revenue earning
vehicles consist of vehicles utilized in our vehicle rental operations. For the year ended December 31, 2023, 12% of the vehicles purchased for our
combined U.S. and International vehicle rental fleets were vehicles purchased under repurchase or guaranteed depreciation programs with vehicle
manufacturers, or program vehicles.
For program vehicles, the manufacturers agree to repurchase vehicles at a specified price or guarantee the depreciation rate on the vehicles during
established repurchase periods, subject to, among other things, certain vehicle condition, mileage and holding period requirements. Vehicle repurchase
programs guarantee on an aggregate basis the residual value of the program vehicle upon sale according to certain parameters which include the
holding period, mileage and condition of the vehicles. Since the contractual arrangement reduces or eliminates estimation uncertainty, we do not
consider the depreciation of program vehicles to be part of our critical accounting policies or estimates.
For all other vehicles, depreciation is recorded over the estimated holding period based on projected residual values at the time of disposal. Generally,
when revenue earning vehicles are acquired outside of a vehicle repurchase program (i.e., non-program vehicles), we estimate the period that we will
hold the asset, primarily based on historical measures of the amount of rental activity (e.g., automobile mileage) and the targeted age of vehicles at the
time of disposal. We also estimate the residual value of the applicable revenue earning vehicles at the expected time of disposal, which is affected by
many factors including make, model and options, age, physical condition, mileage, sale location and time of the year. Market conditions for used vehicle
sales can also be affected by external factors such as the economy, natural disasters, fuel prices, new and used vehicle supply levels, and incentives
offered by manufacturers of new vehicles. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present
and estimated future market conditions, their effect on residual values at the expected time of disposal and the estimated holding periods, which may
result in periodic adjustments to the depreciation rates recognized in the period of change and future periods. Upon disposal of revenue earning vehicles,
any difference between the net proceeds received and the net book value results in a gain or loss and is recorded as an adjustment to depreciation of
revenue earning vehicles and lease charges in the accompanying statements of operations.
Changes in estimated residual values or holding periods could cause a material change in our estimates of non-program depreciation expense.
Self-insured Liabilities
Self-insured liabilities on our consolidated balance sheets primarily include public liability, property damage and liability insurance supplement. These
represent an estimate for both reported accident claims not yet paid, and claims incurred but not yet reported and are recorded on an undiscounted
basis. Reserve requirements are based
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses
and administrative costs. The adequacy of the liability is monitored quarterly based on evolving accident claim history and insurance related state
legislation changes. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect
these results.
Recoverability of Goodwill and Indefinite-lived Intangible Assets
On an annual basis as of October 1, and at interim periods when circumstances require as a result of a triggering event, as defined by Accounting
Standards Codification ("ASC") 350 – Intangibles, Goodwill and Other ("ASC 350"), we test the recoverability of our goodwill and indefinite-lived intangible
assets by performing an impairment analysis. An impairment is deemed to exist if the carrying value of goodwill or indefinite-lived intangible assets
exceed their fair value as determined using level 3 inputs under the GAAP fair value hierarchy. The reviews of fair value involve judgment and estimates,
including projected revenues, projected cash flows, long-term growth rates, royalty rates and discount rates. We believe our valuation techniques and
assumptions are reasonable for this purpose.
For goodwill, we determine the fair value using an income approach based on the discounted cash flows of each reporting unit. A reporting unit is an
operating segment or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly
reviewed by segment management. Components are aggregated into a single reporting unit when they have similar economic characteristics. We have
two reporting units (operating segments): Americas Rental Car and International Rental Car. Key assumptions used in the discounted cash flow valuation
model include discount rates, growth rates, cash flow projections, tax rates and terminal value rates. Discount rates are determined based on the
reporting unit's weighted average cost of capital (“WACC”). The WACC used in the discounted cash flow model methodology is calculated based upon
the fair value of our debt and share price with a debt-to-equity ratio comparable to the vehicle rental car industry as well specific risk factors for each
reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a
business. Our cash flow projections represent management's most recent planning assumptions, which are based on a combination of industry outlooks,
views on general economic conditions, our expected pricing plans and expected future savings. Terminal value rates are determined using a common
methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and long-term
growth rates.
Our indefinite-lived intangible assets primarily consist of the Hertz and Dollar Thrifty tradenames. For tradenames, we determine the fair value using a
relief-from-royalty income approach, which utilizes our revenue projections for each asset along with assumptions for royalty rates, tax rates and the
WACC.
A significant decline in either projected revenues, projected cash flows or an increase in discount rates, such as the WACC, used to determine fair value
could result in an impairment charge. Deterioration in the global economic conditions in the travel industry and the supply chain constraints affecting new
vehicle production, our cash flows and our ability to obtain future financing to maintain our fleet or the weighted average cost of capital assumptions may
result in an impairment charge to earnings in future periods. We will continue to closely monitor actual results versus our expectations as well as any
significant changes in market events or conditions and the resulting impact to our assumptions about future estimated cash flows, projected revenues
and the weighted average cost of capital. If our expectations of the operating results, both in magnitude or timing, do not materialize, or if our weighted
average cost of capital increases, we may be required to record goodwill and indefinite-lived intangible asset impairment charges, which could be
material.
Income Taxes
Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and
future taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimates are
required in the determination of the consolidated income tax expense.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In evaluating our ability to recover our
deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of
deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. The assumptions about future taxable
income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions
across our global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the
position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.
We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities in the period in which the uncertain tax position
is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new information becomes
available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment or a loss of a tax attribute or
deduction that is materially different from our current estimate of the unrecognized tax benefits. These differences will be reflected as increases or
decreases to income tax expense in the period in which the change in judgement occurs.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2, "Significant Accounting Policies," — "Recently Issued Accounting Pronouncements,"
in Part II, Item 8 of this 2023 Annual Report.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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” included in this 2023 Annual Report.
MARKET RISKS
We are exposed to a variety of market risks, including the effects of changes in interest rates (including credit spreads), foreign currency exchange rates
and fluctuations in fuel prices. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed
appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and have not been
used for speculative or trading purposes. Although the instruments utilized involve varying degrees of credit, market and interest risk, we contract with
multiple counterparties to mitigate concentrations of risk and the counterparties to the agreements are expected to perform fully under the terms of the
agreements. We monitor counterparty credit risk, including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that our risk
management policies and procedures will always be effective.
Interest Rate Risk
We have a significant amount of indebtedness with a mix of fixed and variable rates of interest. Floating rate debt carries interest based generally on
Secured Overnight Financing Rate ("SOFR"), Euro inter-bank offer rate ("EURIBOR") or their equivalents for local currencies or bank conduit commercial
paper rates plus an applicable margin. Increase in interest rates could therefore significantly increase the associated interest payments that we are
required to make on this debt. See Note 6, "Debt," in Part II, Item 8 of this 2023 Annual Report.
We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our operating results assuming various changes in market
interest rates. Assuming a hypothetical increase of one percentage point in interest rates on our debt portfolio, cash equivalents and investments as of
December 31, 2023, our pre-tax operating results would decrease by an estimated $52 million over a twelve-month period.
From time to time, we enter into interest rate swap and/or interest rate cap agreements to manage interest rate risk and our mix of fixed and floating rate
debt. See Note 11, "Financial Instruments," in Part II, Item 8 of this 2023 Annual Report.
Foreign Currency Exchange Rate Risk
We have exposure to foreign currency exchange rate fluctuations worldwide and primarily with respect to the Euro, Canadian dollar, Australian dollar and
British pound resulting from intercompany transactions and other cross currency obligations. We do not hedge our operating results against currency
movement as they are primarily translational in nature. Assuming a hypothetical change of one percentage point to the foreign currency exchange rates
on our intercompany loan balance as of December 31, 2023, our pre-tax operating results would increase (decrease) by approximately $6 million.
Additionally, each one percentage point change in foreign currency movements is estimated to impact our Adjusted Corporate EBITDA by an estimated
$3 million over a twelve-month period.
We manage our foreign currency exchange risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in
the countries in which we operate. We may also purchase foreign currency exchange rate derivative financial instruments to manage exposure to
fluctuations in foreign currency exchanges rates. See Note 11, "Financial Instruments," in Part II, Item 8 of this 2023 Annual Report.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
Fuel Risks
We purchase unleaded gasoline and diesel fuel at prevailing market rates. We are subject to price exposure related to the fluctuations in the price of fuel.
We anticipate that fuel risk will remain a market risk for the foreseeable future. We have determined that a 10% hypothetical change in the price of fuel
will not have a material impact on our operating results.
Inflationary Risks
The increased cost of vehicles, higher staffing costs and increased interest expenses are the primary inflationary factors affecting us. Many of our other
operating expenses are also expected to fluctuate in connection with inflation, such as health care costs, vehicle fueling prices and electric charging
costs. Management does not expect that the effect of inflation on our overall operating costs will be greater for us than for our competitors.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index
Hertz Global Holdings, Inc. and Subsidiaries
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022
Consolidated Statements of Operations for Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income (Loss) for Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity for Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for Years Ended December 31, 2023, 2022 and 2021
The Hertz Corporation and Subsidiaries
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022
Consolidated Statements of Operations for Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income (Loss) for Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Stockholder's Equity (Deficit) for Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for Years Ended December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14
Note 15
Note 16
Note 17
Note 18
Note 19
Schedule I
Background
Significant Accounting Policies
Divestitures
Revenue Earning Vehicles
Goodwill and Intangible Assets, Net
Debt
Employee Retirement Benefits
Stock-Based Compensation
Leases
Income Tax (Provision) Benefit
Financial Instruments
Fair Value Measurements
Accumulated Other Comprehensive Income (Loss)
Contingencies and Off-Balance Sheet Commitments
Related Party Transactions
Equity and Earnings (Loss) Per Common Share – Hertz Global
Public Warrants - Hertz Global
Segment Information
Reorganization Items, Net
Condensed Financial Information of Registrant Hertz Global Holdings, Inc.
Schedule II
Valuation and Qualifying Accounts
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Hertz Global Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hertz Global Holdings, Inc. and subsidiaries (the Company) as of December 31,
2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in mezzanine equity and stockholders' equity
and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the
Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
Description of the Matter
Calculation of Non-Program Depreciation on Revenue Earning Vehicles in the Americas Rental Car (“RAC”) Segment
For the year ended December 31, 2023, total depreciation of revenue earning vehicles and lease charges, net in the
Americas RAC segment was $1,775 million. As discussed in Note 2 to the consolidated financial statements, depreciation
rates are reviewed on a quarterly basis based on management’s ongoing assessment of present and estimated future market
conditions, the effect of these conditions on residual values at the expected time of disposal and the estimated holding period
for revenue earning vehicles. The Company’s revenue earning vehicles are comprised of vehicles that are subject to and are
not subject to vehicle repurchase programs (“program vehicles” and “non-program vehicles,” respectively). For program
vehicles, the manufacturers guarantee the depreciation rate during established repurchase or auction periods, versus non-
program vehicles where the Company estimates the period that the Company will hold the asset and the residual value of the
vehicle at the expected time of disposal.
Auditing the Company’s calculation of depreciation for non-program vehicles related to the Americas RAC segment was
complex due to the significant estimation uncertainty and management judgment to determine the estimated residual values
at the expected time of disposal. The significant estimation uncertainty was primarily due to management’s assumptions
related to market conditions and their effect on estimated residual values. Additionally, auditing the calculation of depreciation
was challenging due to the volume of data inputs utilized in management’s calculation and their assessment of significant
assumptions, including historical sales data and estimated residual values from multiple sources, including third-party
sources, at varying levels of disaggregation along with additional data specific to the Company’s current revenue earning
vehicles.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the
Company’s measurement of depreciation expense for non-program vehicles related to the Americas RAC segment. For
example, we tested controls over management’s quarterly review of the depreciation rates, which included their procedures
to validate the completeness and accuracy of the data used in the calculation and their assessment of significant
assumptions, specifically the estimated residual values of non-program vehicles related to the Americas RAC segment.
To test the depreciation calculation for non-program vehicles, our audit procedures included, among others, testing the
completeness and accuracy of the underlying data by comparing historical sales data and vehicle information used in the
calculation or in the assessment of significant assumptions (e.g., make, model, trim) to external sources and the Company’s
records. We evaluated the reasonableness of other significant assumptions, such as resale market conditions, to assess the
reasonableness of the residual value estimates made by management. We searched for contrary evidence associated with
the significant assumptions and judgments made by management.
Valuation of Self-insured Liabilities – Public Liability, Property Damage, and Liability Insurance Supplement related
to the Americas Rental Car (“RAC”) operations
Description of the Matter As disclosed in Notes 2 and 14 to the consolidated financial statements, the Company’s self-insured liabilities primarily
include public liability, property damage, and liability insurance supplement. The Company records liabilities for these matters
based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future
projections of ultimate losses, expenses and administrative costs. The liabilities include estimates for both reported accident
claims not yet paid and claims incurred but not yet reported and are recorded on an undiscounted basis. The estimated self-
insured liabilities as of December 31, 2023 were $336 million related to the Americas RAC operations. The adequacy of the
liabilities is monitored quarterly based on evolving accident claim history and insurance related state legislation changes. If
the Company’s estimates change or if actual results differ from these assumptions, the amount of the recorded liabilities are
adjusted to reflect these results.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
Auditing the public liability, property damage, and liability insurance supplement components of the self-insured liabilities
reserves related to the Americas RAC operations is complex and required the involvement of our actuarial specialists due to
the significant valuation uncertainty associated with the use of actuarial methods. In addition, the public liability, property
damage, and liability insurance supplement self-insured liabilities reserve estimates are sensitive to management’s
assumptions related to actuarial evaluations of historical claim experience and trends and future projections of ultimate losses
used in the computation of these self-insured liabilities.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the
Company’s public liability, property damage, and liability insurance supplement self-insured liabilities estimation process
related to the Americas RAC operations. For example, we tested controls over management’s review of the methods, models,
and the assumptions outlined above that are used in these self-insured liabilities calculations and the completeness and
accuracy of the data underlying these self-insured liabilities.
To test the valuation of the public liability, property damage, and liability insurance supplement self-insured liabilities reserves
related to the Americas RAC operations, we performed audit procedures that included, among others, involving our internal
actuarial specialists to assist us in developing an independent range and evaluating the methods used by management and
the reasonableness of assumptions used in their models (e.g., actuarial evaluations of historical claim experience and future
projections of ultimate losses). We compared the Company's reserve to estimates of the liability developed by our actuarial
specialists based on the underlying claims data and independently selected assumptions.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2019.
Tampa, Florida
February 12, 2024
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Hertz Global Holdings, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Hertz Global Holdings, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). In our opinion, Hertz Global Holdings, Inc. and subsidiaries (the Company) maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss),
changes in mezzanine equity and stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the
related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 12, 2024 expressed an unqualified opinion
thereon.
Basis for Opinion
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 included in the accompanying Management's Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
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 (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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/ Ernst & Young LLP
Tampa, Florida
February 12, 2024
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THE HERTZ CORPORATION AND SUBSIDIARIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder and the Board of Directors of The Hertz Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Hertz Corporation and subsidiaries (the Company) as of December 31, 2023
and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in stockholder’s equity (deficit) and cash flows for
each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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THE HERTZ CORPORATION AND SUBSIDIARIES
Description of the Matter
Calculation of Non-Program Depreciation on Revenue Earning Vehicles in the Americas Rental Car (“RAC”) Segment
For the year ended December 31, 2023, total depreciation of revenue earning vehicles and lease charges, net in the
Americas RAC segment was $1,775 million. As discussed in Note 2 to the consolidated financial statements, depreciation
rates are reviewed on a quarterly basis based on management’s ongoing assessment of present and estimated future market
conditions, the effect of these conditions on residual values at the expected time of disposal and the estimated holding period
for revenue earning vehicles. The Company’s revenue earning vehicles are comprised of vehicles that are subject to and are
not subject to vehicle repurchase programs (“program vehicles” and “non-program vehicles,” respectively). For program
vehicles, the manufacturers guarantee the depreciation rate during established repurchase or auction periods, versus non-
program vehicles where the Company estimates the period that the Company will hold the asset and the residual value of the
vehicle at the expected time of disposal.
Auditing the Company’s calculation of depreciation for non-program vehicles related to the Americas RAC segment was
complex due to the significant estimation uncertainty and management judgment to determine the estimated residual values
at the expected time of disposal. The significant estimation uncertainty was primarily due to management’s assumptions
related to market conditions and their effect on estimated residual values. Additionally, auditing the calculation of depreciation
was challenging due to the volume of data inputs utilized in management’s calculation and their assessment of significant
assumptions, including historical sales data and estimated residual values from multiple sources, including third-party
sources, at varying levels of disaggregation along with additional data specific to the Company’s current revenue earning
vehicles.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the
Company’s measurement of depreciation expense for non-program vehicles related to the Americas RAC segment. For
example, we tested controls over management’s quarterly review of the depreciation rates, which included their procedures
to validate the completeness and accuracy of the data used in the calculation and their assessment of significant
assumptions, specifically the estimated residual values of non-program vehicles related to the Americas RAC segment.
To test the depreciation calculation for non-program vehicles, our audit procedures included, among others, testing the
completeness and accuracy of the underlying data by comparing historical sales data and vehicle information used in the
calculation or in the assessment of significant assumptions (e.g., make, model, trim) to external sources and the Company’s
records. We evaluated the reasonableness of other significant assumptions, such as resale market conditions, to assess the
reasonableness of the residual value estimates made by management. We searched for contrary evidence associated with
the significant assumptions and judgments made by management.
Valuation of Self-insured Liabilities – Public Liability, Property Damage, and Liability Insurance Supplement related
to the Americas Rental Car (“RAC”) operations
Description of the Matter As disclosed in Notes 2 and 14 to the consolidated financial statements, the Company’s self-insured liabilities primarily
include public liability, property damage, and liability insurance supplement. The Company records liabilities for these matters
based on rental volume and actuarial evaluations of historical accident claim experience and trends, as well as future
projections of ultimate losses, expenses and administrative costs. The liabilities include estimates for both reported accident
claims not yet paid and claims incurred but not yet reported and are recorded on an undiscounted basis. The estimated self-
insured liabilities as of December 31, 2023 were $336 million related to the Americas RAC operations. The adequacy of the
liabilities is monitored quarterly based on evolving accident claim history and insurance related state legislation changes. If
the Company’s estimates change or if actual results differ from these assumptions, the amount of the recorded liabilities are
adjusted to reflect these results.
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THE HERTZ CORPORATION AND SUBSIDIARIES
Auditing the public liability, property damage, and liability insurance supplement components of the self-insured liabilities
reserves related to the Americas RAC operations is complex and required the involvement of our actuarial specialists due to
the significant valuation uncertainty associated with the use of actuarial methods. In addition, the public liability, property
damage, and liability insurance supplement self-insured liabilities reserve estimates are sensitive to management’s
assumptions related to actuarial evaluations of historical claim experience and trends and future projections of ultimate losses
used in the computation of these self-insured liabilities.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the
Company’s public liability, property damage, and liability insurance supplement self-insured liabilities estimation process
related to the Americas RAC operations. For example, we tested controls over management’s review of the methods, models,
and the assumptions outlined above that are used in these self-insured liabilities calculations and the completeness and
accuracy of the data underlying these self-insured liabilities.
To test the valuation of the public liability, property damage, and liability insurance supplement self-insured liabilities reserves
related to the Americas RAC operations, we performed audit procedures that included, among others, involving our internal
actuarial specialists to assist us in developing an independent range and evaluating the methods used by management and
the reasonableness of assumptions used in their models (e.g., actuarial evaluations of historical claim experience and future
projections of ultimate losses). We compared the Company's reserve to estimates of the liability developed by our actuarial
specialists based on the underlying claims data and independently selected assumptions.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2019.
Tampa, Florida
February 12, 2024
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THE HERTZ CORPORATION AND SUBSIDIARIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder and the Board of Directors of The Hertz Corporation
Opinion on Internal Control Over Financial Reporting
We have audited The Hertz Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the
COSO criteria). In our opinion, The Hertz Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss),
changes in stockholder’s equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and
financial statement schedule listed in the Index at Item 15(a) and our report dated February 12, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
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 included in the accompanying Management's Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
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 (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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/ Ernst & Young LLP
Tampa, Florida
February 12, 2024
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
ASSETS
December 31, 2023 December 31, 2022
Cash and cash equivalents
Restricted cash and cash equivalents:
Vehicle
Non-vehicle
Total restricted cash and cash equivalents
Total cash and cash equivalents and restricted cash and cash equivalents
Receivables:
Vehicle
Non-vehicle, net of allowance of $47 and $45, respectively
LIABILITIES AND STOCKHOLDERS' EQUITY
Total receivables, net
Prepaid expenses and other assets
Revenue earning vehicles:
Vehicles
Less: accumulated depreciation
Total revenue earning vehicles, net
Property and equipment, net
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Total assets
(1)
Accounts payable:
Vehicle
Non-vehicle
Total accounts payable
Accrued liabilities
Accrued taxes, net
Debt:
Vehicle
Non-vehicle
Total debt
Public Warrants
Operating lease liabilities
Self-insured liabilities
Deferred income taxes, net
Total liabilities
(1)
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, no shares issued and outstanding
Common stock, $0.01 par value, 479,990,286 and 478,914,062 shares issued, respectively, and 305,178,242 and 323,483,178 shares
outstanding, respectively
Treasury stock, at cost, 174,812,044 and 155,430,884 common shares, respectively
Additional paid-in capital
Retained earnings (Accumulated deficit)
Accumulated other comprehensive income (loss)
Total stockholders' equity
Total liabilities and stockholders' equity
$
764 $
152
290
442
1,206
211
980
1,191
726
16,806
(2,155)
14,651
671
2,253
2,863
1,044
24,605
$
191 $
510
701
860
157
12,242
3,449
15,691
453
2,142
471
1,038
21,513
—
5
(3,430)
6,405
360
(248)
3,092
24,605
$
$
$
$
943
180
295
475
1,418
111
863
974
1,155
14,281
(1,786)
12,495
637
1,887
2,887
1,044
22,497
79
578
657
911
170
10,886
2,977
13,863
617
1,802
472
1,360
19,852
—
5
(3,136)
6,326
(256)
(294)
2,645
22,497
(1) Hertz Global Holdings, Inc.'s consolidated total assets as of December 31, 2023 and December 31, 2022 include total assets of variable interest entities ("VIEs") of $1.7 billion
and $1.3 billion, respectively, which can only be used to settle obligations of the VIEs. Hertz Global Holdings, Inc.'s consolidated total liabilities as of December 31, 2023 and
December 31, 2022 include total liabilities of VIEs of $1.7 billion and $1.3 billion, respectively, for which the creditors of the VIEs have no recourse to Hertz Global Holdings, Inc.
See "Pledges Related to Vehicle Financing" in Note 6, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
Revenues
Expenses:
Direct vehicle and operating
Depreciation of revenue earning vehicles and lease charges, net
Non-vehicle depreciation and amortization
Selling, general and administrative
Interest expense, net:
Vehicle
Non-vehicle
Interest expense, net
Other (income) expense, net
Reorganization items, net
(Gain) from the sale of a business
(Gain) on sale of non-vehicle capital assets
Change in fair value of Public Warrants
Total expenses
Income (loss) before income taxes
Income tax (provision) benefit
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to Hertz Global
Series A Preferred Stock deemed dividends
Net income (loss) available to Hertz Global common stockholders
Weighted-average common shares outstanding:
Basic
Diluted
Earnings (loss) per common share:
Basic
Diluted
Years Ended December 31,
2022
2023
2021
$
9,371 $
8,685 $
7,336
5,455
2,039
149
962
555
238
793
12
—
—
(162)
(163)
9,085
286
330
616
—
616
—
616 $
4,808
701
142
959
159
169
328
2
—
—
—
(704)
6,236
2,449
(390)
2,059
—
2,059
—
2,059 $
313
326
379
403
1.97 $
1.39 $
5.43 $
3.36 $
3,920
497
196
688
284
185
469
(21)
677
(400)
—
627
6,653
683
(318)
365
1
366
(450)
(84)
315
315
(0.27)
(0.27)
$
$
$
The accompanying notes are an integral part of these financial statements.
83
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Net income (loss)
Other comprehensive income (loss):
Foreign currency translation adjustments
Net gain (loss) on pension and postretirement benefit plans
Reclassification from other comprehensive income (loss) to other (income) expense for
amortization of actuarial net losses
Total other comprehensive income (loss) before income taxes
Income tax (provision) benefit related to pension and postretirement benefit plans
Income tax (provision) benefit related to reclassified amounts of net periodic costs on pension and
postretirement benefit plans
Total other comprehensive income (loss)
Total comprehensive income (loss)
Comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to Hertz Global
Years Ended December 31,
2022
2023
2021
$
616 $
2,059 $
49
(5)
4
48
(1)
(1)
46
662
—
662 $
(76)
(17)
7
(86)
7
(1)
(80)
1,979
—
1,979 $
$
365
(36)
25
15
4
(3)
(3)
(2)
363
1
364
The accompanying notes are an integral part of these financial statements.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
(In millions)
Mezzanine Equity
Preferred
Stock
Shares
—
—
Preferred
Stock
Amount
—
—
Common
Stock
Shares
Common
Stock
Amount
2
—
156 $
—
Additional
Paid-In
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
(212)
—
Treasury
Stock
Shares
Treasury
Stock
Amount
2 $ (100) $
—
—
(2,681) $
366
Stockholders'
Equity
Attributable
to Hertz
Global
Non-
controlling
Interests
Total
Stockholders'
Equity
56 $
366
37 $
(1)
Balance as of:
December 31, 2020
Net income (loss)
Other comprehensive
income (loss)
Stock-based
compensation
charges
Cancellation of stock-
based awards
Cancellation of
common and
treasury shares in
exchange for new
common shares
Distributions to
common
stockholders
Contributions from
Plan Sponsors
2021 Rights Offering,
net
Public Warrant
issuance
Preferred stock
issuance, net
Repurchase of
preferred stock, net
Public Warrant
exercises
Nasdaq listing and
share repurchases
(1)
Distributions to
noncontrolling
interests
(2)
December 31, 2021
Net income (loss)
Other comprehensive
income (loss)
Stock-based
compensation
charges
Net settlement on
vesting of restricted
stock
Public Warrant
exercises
Shares repurchases
(3)
December 31, 2022
Net income (loss)
Other comprehensive
income (loss)
Stock-based
compensation
charges
Net settlement on
vesting of restricted
stock
Public Warrant
exercises
Shares repurchases
(3)
December 31, 2023
—
—
—
—
—
—
—
—
—
$ 3,047 $
—
—
10
(10)
—
(142)
(2)
(98)
—
—
—
—
1,433
(1,433)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
—
277
181
—
—
—
5
(27)
—
450
—
—
—
—
—
(127)
323
—
—
—
1
—
(19)
305 $
—
(239)
3
2
—
—
—
—
—
—
5
—
—
—
—
—
—
5
—
—
—
—
—
—
5
2,778
1,800
(800)
—
(450)
180
(9)
—
6,209
—
—
131
(20)
6
—
6,326
—
—
87
(9)
1
—
$ 6,405 $
—
—
—
—
—
—
—
—
2
(2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,315)
2,059
—
—
—
—
—
(256)
616
—
—
—
—
—
360 $
(2)
—
—
—
—
—
—
—
—
—
—
—
—
(214)
—
(80)
—
—
—
—
(294)
—
46
—
—
—
—
(248)
—
—
—
—
—
—
(2)
10
(10)
(2)
100
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
27
(708)
—
27
—
—
—
—
—
—
(708)
—
—
—
—
—
128
155
—
(2,428)
(3,136)
—
—
—
—
—
20
—
—
—
—
(294)
175 $(3,430) $
(239)
2,781
1,802
(800)
1,433
(1,883)
180
(717)
—
2,977
2,059
(80)
131
(20)
6
(2,428)
2,645
616
46
87
(9)
1
(294)
3,092
—
—
—
—
—
—
—
—
—
—
—
—
(36)
—
—
—
—
—
—
—
—
—
—
—
—
93
365
(2)
10
(10)
—
(239)
2,781
1,802
(800)
1,433
(1,883)
180
(717)
(36)
2,977
2,059
(80)
131
(20)
6
(2,428)
2,645
616
46
87
(9)
—
—
— $
1
(294)
3,092
(1) See also "Share Repurchase Programs for Common Stock" in Note 16, "Equity and Earnings (Loss) Per Common Share – Hertz Global."
(2) Effective October 31, 2021, the 767 lease agreement was terminated. See Note 3, "Divestitures."
(3) The amounts presented herein may be rounded to agree to amounts in the consolidated balance sheet. Also see "Share Repurchase Programs for Common Stock" in Note 16,
"Equity and Earnings (Loss) Per Common Share – Hertz Global."
The accompanying notes are an integral part of these financial statements.
85
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
2023
Years Ended December 31,
2022
2021
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
$
616 $
2,059 $
Depreciation and reserves for revenue earning vehicles, net
Depreciation and amortization, non-vehicle
Amortization of deferred financing costs and debt discount (premium)
Loss on extinguishment of debt
Stock-based compensation charges
Provision for receivables allowance
Deferred income taxes, net
Reorganization items, net
(Gain) loss from the sale of a business
(Gain) loss on sale of non-vehicle capital assets
Change in fair value of Public Warrants
Changes in financial instruments
Other
Changes in assets and liabilities:
Non-vehicle receivables
Prepaid expenses and other assets
Operating lease right-of-use assets
Non-vehicle accounts payable
Accrued liabilities
Accrued taxes, net
Operating lease liabilities
Self-insured liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Revenue earning vehicles expenditures
Proceeds from disposal of revenue earning vehicles
Non-vehicle capital asset expenditures
Proceeds from disposal of non-vehicle capital assets
Collateral payments
Collateral returned in exchange for letters of credit
Return of (investment in) equity investments
Proceeds from the sale of a business, net of cash sold
Other
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of vehicle debt
Repayments of vehicle debt
Proceeds from issuance of non-vehicle debt
Repayments of non-vehicle debt
Payment of financing costs
86
2,422
149
61
—
87
93
(380)
—
—
(162)
(163)
117
5
(216)
(39)
365
(48)
(39)
3
(391)
(6)
2,474
(9,514)
5,498
(188)
181
—
—
(1)
—
—
(4,024)
6,043
(4,837)
2,490
(2,018)
(41)
809
142
53
—
130
57
301
—
—
(5)
(704)
(111)
11
(264)
(126)
280
43
80
73
(309)
19
2,538
(10,596)
6,498
(150)
12
—
19
(16)
—
—
(4,233)
9,672
(6,639)
—
(20)
(48)
365
600
196
122
8
10
125
270
314
(400)
(8)
627
(4)
(1)
(210)
(20)
274
(70)
(108)
24
(291)
(17)
1,806
(7,154)
2,818
(71)
16
(303)
280
—
871
(1)
(3,544)
14,323
(12,607)
4,644
(6,352)
(185)
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
Proceeds from Plan Sponsors
Early redemption premium payment
Proceeds from exercises of Public Warrants
Proceeds from the issuance of preferred stock, net
Distributions to common stockholders
Contributions from (distributions to) noncontrolling interests
Proceeds from 2021 Rights Offering, net
Share repurchases
Repurchase of preferred stock
Other
Net cash provided by (used in) financing activities
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and
cash equivalents
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the
period
(1)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period
Cash and cash equivalents and restricted cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle
Non-vehicle
Income taxes, net of refunds
Operating lease liabilities
Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives
Sales of revenue earning vehicles included in vehicle receivables
Purchases of non-vehicle capital assets included in accounts payable
Revenue earning vehicles and non-vehicle capital assets acquired through finance leases
Operating lease right-of-use assets obtained in exchange for lease liabilities
Public Warrants issuance
Public Warrant exercises
Backstop equity issuance
Accrual for purchases of treasury shares
Years Ended December 31,
2022
2023
2021
—
—
—
—
—
—
—
(315)
—
(9)
1,313
25
—
—
3
—
—
—
—
(2,461)
—
(20)
487
(25)
(212)
1,418
1,206 $
(1,233)
2,651
1,418 $
469 $
252
33
547
171 $
191
16
69
721
—
—
—
—
204 $
168
78
454
53 $
85
23
15
614
—
3
—
21
2,781
(85)
77
1,433
(239)
(38)
1,639
(654)
(1,883)
(9)
2,845
(34)
1,073
1,578
2,651
257
198
40
472
27
33
24
79
177
800
103
164
54
$
$
$
(1) Amounts include cash and cash equivalents and restricted cash and cash equivalents which were held for sale as of December 31, 2020, prior to the completion of the Donlen
Sale in the first quarter of 2021, as disclosed in Note 3, "Divestitures."
The accompanying notes are an integral part of these financial statements.
87
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except par value and share data)
ASSETS
December 31, 2023 December 31, 2022
Cash and cash equivalents
Restricted cash and cash equivalents:
Vehicle
Non-vehicle
Total restricted cash and cash equivalents
Total cash and cash equivalents and restricted cash and cash equivalents
Receivables:
Vehicle
Non-vehicle, net of allowance of $47 and $45, respectively
LIABILITIES AND STOCKHOLDER'S EQUITY
Total receivables, net
Prepaid expenses and other assets
Revenue earning vehicles:
Vehicles
Less: accumulated depreciation
Total revenue earning vehicles, net
Property and equipment, net
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Total assets
(1)
Accounts payable:
Vehicle
Non-vehicle
Total accounts payable
Accrued liabilities
Accrued taxes, net
Debt:
Vehicle
Non-vehicle
Total debt
Operating lease liabilities
Self-insured liabilities
Deferred income taxes, net
Total liabilities
(1)
Commitments and contingencies
Stockholder's equity:
Common stock, $0.01 par value, 3,000 shares authorized and 100 shares issued and outstanding
Additional paid-in capital
Retained earnings (Accumulated deficit)
Accumulated other comprehensive income (loss)
Total stockholder's equity
Total liabilities and stockholder's equity
$
764 $
152
290
442
1,206
211
980
1,191
725
16,806
(2,155)
14,651
671
2,253
2,863
1,044
24,604
$
191 $
510
701
860
155
12,242
3,449
15,691
2,142
471
1,041
21,061
—
4,610
(819)
(248)
3,543
24,604
$
$
$
$
943
180
295
475
1,418
111
863
974
1,154
14,281
(1,786)
12,495
637
1,887
2,887
1,044
22,496
79
578
657
890
170
10,886
2,977
13,863
1,802
472
1,363
19,217
—
4,844
(1,271)
(294)
3,279
22,496
(1) The Hertz Corporation's consolidated total assets as of December 31, 2023 and December 31, 2022 include total assets of VIEs of $1.7 billion and $1.3 billion, respectively,
which can only be used to settle obligations of the VIEs. The Hertz Corporation's consolidated total liabilities as of December 31, 2023 and December 31, 2022 include total
liabilities of VIEs of $1.7 billion and $1.3 billion, respectively, for which the creditors of the VIEs have no recourse to The Hertz Corporation. See "Pledges Related to Vehicle
Financing" in Note 6, "Debt," for further information.
The accompanying notes are an integral part of these financial statements.
88
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
Revenues
Expenses:
Direct vehicle and operating
Depreciation of revenue earning vehicles and lease charges, net
Non-vehicle depreciation and amortization
Selling, general and administrative
Interest expense, net:
Vehicle
Non-vehicle
Interest expense, net
Other (income) expense, net
Reorganization items, net
(Gain) from the sale of a business
(Gain) on sale of non-vehicle capital assets
Total expenses
Income (loss) before income taxes
Income tax (provision) benefit
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to Hertz
Years Ended December 31,
2022
2023
2021
$
9,371 $
8,685 $
7,336
5,455
2,039
149
962
555
238
793
12
—
—
(162)
9,248
123
329
452
—
452 $
4,808
701
142
959
159
169
328
2
—
—
—
6,940
1,745
(390)
1,355
—
1,355 $
3,920
497
196
688
284
185
469
(21)
513
(400)
—
5,862
1,474
(318)
1,156
1
1,157
$
The accompanying notes are an integral part of these financial statements.
89
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Net income (loss)
Other comprehensive income (loss):
Foreign currency translation adjustments
Net gain (loss) on pension and postretirement benefit plans
Reclassification from other comprehensive income (loss) to other (income) expense for
amortization of actuarial net losses
Total other comprehensive income (loss) before income taxes
Income tax (provision) benefit related to pension and postretirement benefit plans
Income tax (provision) benefit related to reclassified amounts of net periodic costs on pension and
postretirement benefit plans
Total other comprehensive income (loss)
Total comprehensive income (loss)
Comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to Hertz
Years Ended December 31,
2022
2021
2023
$
452 $
1,355 $
1,156
49
(5)
4
48
(1)
(1)
46
498
—
498 $
(76)
(17)
7
(86)
7
(1)
(80)
1,275
—
1,275 $
(36)
25
15
4
(3)
(3)
(2)
1,154
1
1,155
$
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
(In millions, except for share data)
Common
Stock
Shares
Common
Stock
Amount
Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Stockholder's
Equity (Deficit)
Attributable to
Hertz
Noncontrolling
Interests
Balance as of:
December 31, 2020
Net income (loss)
Other comprehensive income (loss)
Non-cash distribution
Stock-based compensation charges
Cancellation of stock-based awards
Contributions from Hertz Holdings
Dividends to Hertz Holdings
Distributions to noncontrolling interests
(1)
December 31, 2021
Net income (loss)
Other comprehensive income (loss)
Stock-based compensation charges
Dividends paid to Hertz Holdings
(2)
December 31, 2022
Net income (loss)
Other comprehensive income (loss)
Stock-based compensation charges
Dividends paid to Hertz Holdings
(2)
December 31, 2023
100 $
—
—
—
—
—
—
—
—
100
—
—
—
—
100
—
—
—
—
100 $
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
3,953 $
—
—
65
10
(10)
5,642
(2,470)
—
7,190
—
—
131
(2,477)
4,844
—
—
87
(321)
4,610 $
(3,783) $
1,157
—
—
—
—
—
—
—
(2,626)
1,355
—
—
—
(1,271)
452
—
—
—
(819) $
(212) $
—
(2)
—
—
—
—
—
—
(214)
—
(80)
—
—
(294)
—
46
—
—
(248) $
(42) $
1,157
(2)
65
10
(10)
5,642
(2,470)
—
4,350
1,355
(80)
131
(2,477)
3,279
452
46
87
(321)
3,543 $
Total
Stockholder's
Equity (Deficit)
(5)
1,156
(2)
65
10
(10)
5,642
(2,470)
(36)
4,350
1,355
(80)
131
(2,477)
3,279
452
46
87
(321)
3,543
37 $
(1)
—
—
—
—
—
—
(36)
—
—
—
—
—
—
—
—
—
—
— $
(1) Effective October 31, 2021, the 767 lease agreement was terminated. See Note 3, "Divestitures."
(2) See "Share Repurchase Programs for Common Stock" in Note 16, "Equity and Earnings (Loss) Per Common Share – Hertz Global," for additional information.
The accompanying notes are an integral part of these financial statements.
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THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Years Ended December 31,
2022
2023
2021
$
452 $
1,355 $
1,156
Depreciation and reserves for revenue earning vehicles, net
Depreciation and amortization, non-vehicle
Amortization of deferred financing costs and debt discount (premium)
Loss on extinguishment of debt
Stock-based compensation charges
Provision for receivables allowance
Deferred income taxes, net
Reorganization items, net
(Gain) loss from the sale of a business
(Gain) loss on sale of non-vehicle capital assets
Changes in financial instruments
Other
Changes in assets and liabilities:
Non-vehicle receivables
Prepaid expenses and other assets
Operating lease right-of-use assets
Non-vehicle accounts payable
Accrued liabilities
Accrued taxes, net
Operating lease liabilities
Self-insured liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Revenue earning vehicles expenditures
Proceeds from disposal of revenue earning vehicles
Non-vehicle capital asset expenditures
Proceeds from disposal of non-vehicle capital assets
Collateral payments
Collateral returned in exchange for letters of credit
Proceeds from the sale of a business, net of cash sold
Return of (investment in) equity investments
Other
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of vehicle debt
Repayments of vehicle debt
Proceeds from issuance of non-vehicle debt
Repayments of non-vehicle debt
Payment of financing costs
Early redemption premium payment
92
2,422
149
61
—
87
93
(380)
—
—
(162)
117
5
(216)
(39)
365
(48)
(39)
1
(391)
(6)
2,471
(9,514)
5,498
(188)
181
—
—
—
(1)
—
(4,024)
6,043
(4,837)
2,490
(2,018)
(41)
—
809
142
53
—
130
57
301
—
—
(5)
(111)
11
(264)
(126)
280
43
80
73
(309)
19
2,538
(10,596)
6,498
(150)
12
—
19
—
(16)
—
(4,233)
9,672
(6,639)
—
(20)
(48)
—
600
196
122
8
10
125
270
150
(400)
(8)
(4)
(1)
(210)
(20)
274
(70)
(108)
24
(291)
(17)
1,806
(7,154)
2,818
(71)
16
(303)
280
871
—
(1)
(3,544)
14,323
(12,607)
4,644
(6,352)
(185)
(85)
Table of Contents
THE HERTZ CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
Contributions from (distributions to) noncontrolling interests
Dividends paid to Hertz Holdings
Contributions from Hertz Holdings
Net cash provided by (used in) financing activities
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash and
cash equivalents
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents during the
period
(1)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period
Cash and cash equivalents and restricted cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized:
Vehicle
Non-vehicle
Income taxes, net of refunds
Operating lease liabilities
Supplemental disclosures of non-cash information:
Purchases of revenue earning vehicles included in accounts payable, net of incentives
Sales of revenue earning vehicles included in vehicle receivables
Purchases of non-vehicle capital assets included in accounts payable
Revenue earning vehicles and non-vehicle capital assets acquired through finance leases
Operating lease right-of-use assets obtained in exchange for lease liabilities
Non-cash capital contribution from Hertz Holdings
Years Ended December 31,
2022
2023
2021
—
(321)
—
1,316
25
—
(2,477)
—
488
(25)
(212)
1,418
1,206 $
(1,232)
2,650
1,418 $
469 $
252
33
547
171 $
191
16
69
721
—
204 $
168
78
454
53 $
85
23
15
614
—
(38)
(2,470)
5,642
2,872
(34)
1,100
1,550
2,650
257
198
40
472
27
33
24
79
177
65
$
$
$
(1) Amounts include cash and cash equivalents and restricted cash and cash equivalents which were held for sale as of December 31, 2020, prior to the completion of the Donlen
Sale in the first quarter of 2021, as disclosed in Note 3, "Divestitures."
The accompanying notes are an integral part of these financial statements.
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Note 1—Background
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Hertz Global Holdings, Inc. was incorporated in Delaware in 2015 to serve as the top-level holding company for Rental Car Intermediate Holdings, LLC,
which wholly owns The Hertz Corporation, Hertz Global's primary operating company. Hertz was incorporated in Delaware in 1967 and is a successor to
corporations that have been engaged in the vehicle rental and leasing business since 1918. Hertz operates its vehicle rental business globally primarily
through the Hertz, Dollar and Thrifty brands from company-operated and franchisee locations in the U.S., Europe, Africa, Asia, Australia, Canada, the
Caribbean, Latin America, the Middle East and New Zealand. The Company also sells vehicles through Hertz Car Sales.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate
the realization of assets and the satisfaction of liabilities in the normal course of business.
Note 2—Significant Accounting Policies
Accounting Principles
The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP.
Principles of Consolidation
The consolidated financial statements of Hertz Global include the accounts of Hertz Global, its wholly-owned and majority owned U.S. and international
subsidiaries, and its VIEs, as applicable. The consolidated financial statements of Hertz include the accounts of Hertz, its wholly-owned and majority-
owned U.S. and international subsidiaries, and its VIEs, as applicable. The Company consolidates a VIE when it is deemed the primary beneficiary of the
VIE. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates and Assumptions
The use of estimates and assumptions as determined by management is required in the preparation of the consolidated financial statements in
conformity with U.S. GAAP. These estimates are based on management’s evaluation of historical trends and other information available when the
consolidated financial statements are prepared and may affect the amounts reported and related footnote disclosures. Actual results could differ from
those estimates.
Significant estimates inherent in the preparation of the consolidated financial statements include depreciation of revenue earning vehicles, accounting for
income taxes and related uncertain tax positions, self-insured liabilities and useful lives and impairment of long-lived tangible and indefinite-lived
intangible assets including goodwill. Other estimates inherent in the preparation of the consolidated financial statements include reserves for litigation
and other contingencies, pension costs and the valuation of stock-based compensation, among others.
Revenue Earning Vehicles
Revenue earning vehicles are stated at cost, net of related discounts and incentives from manufacturers. Holding periods typically range from six to sixty-
six months. Generally, when revenue earning vehicles are acquired outside of a vehicle repurchase program (non-program), the Company estimates the
period that the Company will hold the asset, primarily based on historical measures of the amount of rental activity (e.g., automobile mileage). The
Company also estimates the residual value of the applicable revenue earning vehicles at the expected time of disposal, taking into consideration factors
such as make, model and options, age, physical condition, mileage, sale location, time of the year and market conditions. Depreciation is recorded over
the estimated holding period. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
estimated future market conditions, their effect on residual values at the expected time of disposal and the estimated holding periods. Gains and losses
on the sale of vehicles, including the costs associated with disposals, are included in depreciation of revenue earning vehicles and lease charges in the
accompanying consolidated statements of operations.
For program vehicles, the manufacturers agree to repurchase the vehicles at a specified price or guarantee the depreciation rate on the vehicles during
established repurchase or auction periods, subject to, among other things, certain vehicle condition, mileage and holding period requirements. Vehicle
repurchase programs guarantee on an aggregate basis the residual value of the program vehicle upon sale according to certain parameters which
include the holding period, mileage and condition of the vehicles.
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred
tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates
in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making
such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary
differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations.
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines
whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions
that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to
be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated
statements of operations. Accrued interest and penalties are included in the related tax liability line in the accompany consolidated balance sheets.
The Company has elected to record tax on global intangible low-tax income (“GILTI”) on a current basis. GILTI is a U.S. tax on certain earnings of foreign
subsidiaries that are subject to foreign tax below a certain threshold.
Self-insured Liabilities
Self-insured liabilities in the accompanying consolidated balance sheets primarily include public liability, property damage and liability insurance
supplement. These represent an estimate for both reported accident claims not yet paid, and claims incurred but not yet reported and are recorded on an
undiscounted basis. Reserve requirements are based on rental volume and actuarial evaluations of historical accident claim experience and trends, as
well as future projections of ultimate losses, expenses and administrative costs. The adequacy of the liability is monitored quarterly based on evolving
accident claim history and insurance related state legislation changes. If the Company's estimates change or if actual results differ from these
assumptions, the amount of the recorded liability is adjusted to reflect these results.
Recoverability of Goodwill and Indefinite-lived Intangible Assets
The Company tests the recoverability of its goodwill and indefinite-lived intangible assets by performing an impairment analysis on an annual basis, as of
October 1, and at interim periods when circumstances require as a result of a triggering event.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A goodwill impairment charge is calculated as the amount by which a reporting unit's carrying amount exceeds its fair value. For goodwill, fair value is
determined using an income approach based on the discounted cash flows of each reporting unit. A reporting unit is an operating segment or a business
one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment
management. Components are aggregated into a single reporting unit when they have similar economic characteristics. The Company has identified two
reporting units (operating segments): Americas RAC and International RAC. The fair values of the reporting units are estimated using the net present
value of discounted cash flows generated by each reporting unit and incorporate various assumptions related to discount rates, growth rates, cash flow
projections, tax rates and terminal value rates specific to the reporting unit to which they are applied. Discount rates are determined based on the
reporting unit's WACC. The Company’s discounted cash flow projections are based upon reasonable and appropriate assumptions about the underlying
business activities of the Company’s reporting units.
In the impairment analysis for an indefinite-lived intangible asset, the Company compares the carrying value of the asset to its estimated fair value and
recognizes an impairment charge whenever the carrying amount of the asset exceeds its estimated fair value. The estimated fair value for a tradename
utilizes a relief-from-royalty income approach, which includes the Company’s revenue projections for each asset, along with assumptions for royalty
rates, tax rates and WACC.
Revenue Recognition
The Company recognizes two types of revenue: (i) lease revenue; and (ii) revenue from contracts with customers.
The Company reports revenues for taxes or non-concession fees collected from customers on behalf of governmental authorities on a net basis.
Vehicle Rental and Rental Related Revenues
The Company recognizes revenue from its vehicle rental operations when persuasive evidence of a contract exists, the performance obligations have
been satisfied, the transaction price is fixed or determinable and collection is reasonably assured. Performance obligations associated with vehicle rental
transactions are satisfied over the rental period, except for the portion associated with loyalty points, as further described below. Rental periods are short
term in nature. Performance obligations associated with rental related activities, such as charges to the customer for the fueling and electric charging of
vehicles and value-added services such as loss damage waivers, insurance products, navigation units, supplemental equipment and other consumables,
are also satisfied over the rental period. Revenue from charges that are charged to the customer, such as gasoline, vehicle licensing and airport
concession fees, is recorded on a gross basis with a corresponding charge to direct vehicle and operating expense. The Company recognizes revenue
related to collections from customers for vehicle damages. Sales commissions paid to third parties are generally expensed when incurred due to the
short-term nature of the related transaction on which the commission was earned and are recorded within DOE. Payments are due from customers at the
completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts
receivable until collected.
Loyalty Programs - The Company offers loyalty programs, primarily Hertz Gold Plus Rewards, wherein customers are eligible to earn loyalty points that
are redeemable for free rental days or can be converted to loyalty points for redemption of products and services under loyalty programs of other
companies. Each transaction that generates loyalty points results in the deferral of revenue equivalent to the retail value at the date the points are
earned. The associated revenue is recognized when the customer redeems the loyalty points at some point in the future. The retail value of loyalty points
is estimated based on the current retail value measured as of the date the loyalty points are earned, less an estimated amount representing loyalty points
that are not expected to be redeemed (“breakage”). Breakage is reviewed on a quarterly basis and includes significant assumptions such as historical
breakage trends and internal Company forecasts.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Customer Rebates - The Company has business customers that rent vehicles based on terms that have been negotiated through contracts with their
employers, or other entities with which they are associated (“commercial contracts”), which can differ substantially from the terms on which the Company
rents vehicles to the general public. Some of the commercial contracts contain provisions which allow for rebates to the entity based on achieving a
specific rental volume threshold. Rebates are treated as lease incentives and are recognized as a reduction of revenue at the time of the rental based on
the rebate expected to be earned by the entity.
Licensee Revenue
The Company has franchise agreements which allow an independent entity to rent their vehicles under the Company’s brands, primarily Hertz, Dollar or
Thrifty, for a franchise fee. Franchise fees are earned over time for the duration of the franchise agreement and are typically based on the larger of a
minimum payment or an amount representing a percentage of net sales of the franchised business. Franchise fees that relate to a future contract term,
such as initial fees or renewal fees, are deferred and recognized over the term of the franchise agreement.
Ancillary Retail Vehicle Sales Revenue
Ancillary retail vehicle sales represent revenues generated from the sale of warranty contracts, financing and title fees, and other ancillary services
associated with vehicles disposed of at the Company’s retail outlets. These revenues are recorded at the point in time when the Company sells the
product or provides the service to the customer. These revenues exclude the sale price of the vehicle, which is a component of the gain or loss on the
disposition and is included in depreciation of revenue earning vehicles and lease charges, net in the accompanying consolidated statements of
operations.
Contract Balances
The Company recognizes receivables and liabilities resulting from its contracts with customers. Contract receivables primarily consist of receivables from
customers for vehicle rentals. Contract liabilities primarily consist of obligations to customers for prepaid vehicle rentals and related to the Company’s
points-based loyalty programs.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three months or less. The Company's cash and
cash equivalents are invested in various investment grade institutional money market funds, and bank money market and interest-bearing accounts.
Restricted cash and cash equivalents include cash and cash equivalents that are not readily available for use in the Company's operating activities.
Restricted cash and cash equivalents are primarily comprised of proceeds from the disposition of vehicles pledged under the terms of vehicle debt
financing arrangements and are restricted for the purchase of revenue earning vehicles and other specified uses under the vehicle debt facilities, cash
utilized as credit enhancement under those arrangements, proceeds from the Term Loan C which are utilized to collateralize letters of credit, and certain
cash accounts supporting regulatory reserve requirements related to the Company's self-insurance. These funds are primarily held in demand deposit
and money market accounts or in highly rated money market funds with investments primarily in government and corporate obligations.
Deposits held at financial institutions may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon
demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company limits exposure relating to
financial instruments by diversifying the financial instruments among various counterparties, which consist of major financial institutions.
Receivables, Net of Allowance
Receivables are stated net of allowances and primarily represent credit extended to vehicle manufacturers, customers that satisfy defined credit criteria,
and amounts due from customers resulting from damage to rental
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
vehicles. The estimate of the allowance for doubtful accounts is based on the Company's future expected losses and its judgement as to the likelihood of
ultimate payment. Actual receivables are written-off against the allowance for doubtful accounts when the Company determines the balance will not be
collected. Estimates for future credit memos are based on historical experience and are reflected as reductions to revenue in the accompanying
consolidated statements of operations.
Property and Equipment, Net
The Company's property and equipment, net consisted of the following:
(In millions)
Land, buildings and leasehold improvements
Service vehicles, equipment and furniture and fixtures
Less: accumulated depreciation
Total property and equipment, net
December 31, 2023
December 31, 2022
$
$
1,014 $
430
(773)
671 $
990
392
(745)
637
Land is stated at cost and reviewed for impairment as further disclosed below in "Long-lived Assets, Including Finite-lived Intangible Assets."
Property and equipment are stated at cost and are depreciated utilizing the straight-line method over the estimated useful lives of the related assets.
Estimated useful lives are as follows:
Buildings
Furniture and fixtures
Service vehicles and equipment
Leasehold improvements
1 to 50 years
1 to 5 years
1 to 25 years
The lesser of the economic life or the lease term
Depreciation expense for property and equipment, net for the years ended December 31, 2023, 2022 and 2021 was $101 million, $97 million and
$108 million, respectively.
The Company follows the practice of expensing maintenance and repair costs for service vehicles, furniture and fixtures, and equipment, including the
cost of minor replacements.
Long-lived Assets, Including Finite-lived Intangible Assets
Finite-lived intangible assets include concession agreements, technology, customer relationships and other intangibles. Long-lived assets and intangible
assets with finite lives, including technology-related intangibles, are amortized using the straight-line method over the estimated economic lives of the
assets, which range from one to forty years and two to fifteen years, respectively. Long-lived assets and intangible assets with finite lives are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Determination of
recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of
an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to
be disposed of are reported at the lower of carrying value or estimated fair value less costs to sell.
Stock-Based Compensation
The Company measures 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. Forfeitures are
accounted for when they occur. The Company has estimated the fair value of options issued at the date of grant using a Black-Scholes option-
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
pricing model, which includes assumptions related to volatility, expected term, dividend yield and risk-free interest rate.
The Company accounts for restricted stock unit ("RSU") and performance stock unit ("PSU") awards when granted as equity classified awards. For RSUs
the expense is based on the grant-date fair value of the stock and the number of shares that vest, recognized over the service period. For any PSUs and
performance share awards ("PSAs") granted, the expense is based on the grant-date fair value of the stock, recognized over a service period depending
upon the applicable performance condition. For any PSUs and PSAs, the Company re-assesses the probability of achieving the applicable performance
condition quarterly and adjusts the recognition of expense accordingly. The Company includes the excess tax benefit within income tax expense in the
accompanying consolidated statements of operations when realized.
Fair Value Measurements
U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to
as the "exit price"). Fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing
an asset or liability, including consideration of nonperformance risk.
The Company assesses the inputs used to measure fair value using the three-tier hierarchy promulgated under U.S. GAAP. This hierarchy indicates the
extent to which inputs used in measuring fair value are observable in the market.
Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable.
Level 2: Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly, including quoted prices for similar
assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived
valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date and
include management's judgment about assumptions market participants would use in pricing the asset or liability.
Financial Instruments
The Company is exposed to a variety of market risks, including the effects of changes in interest rates, gasoline and diesel fuel prices and foreign
currency exchange rates. The Company manages exposure to these market risks through regular operating and financing activities and, when deemed
appropriate, through the use of derivative financial instruments. Financial instruments are viewed as risk management tools and have not been used for
speculative or trading purposes. In addition, financial instruments are entered into with a diversified group of major financial institutions in order to
manage the Company's exposure to counterparty nonperformance on such instruments. The Company measures all financial instruments at their fair
value and does not offset the derivative assets and liabilities in its accompanying consolidated balance sheets. As the Company does not have financial
instruments that are designated and qualify as hedging instruments, the changes in their fair value are recognized currently in the Company's operating
results.
Foreign Currency Translation and Transactions
Assets and liabilities of international subsidiaries whose functional currency is the local currency are translated at the rate of exchange in effect on the
balance sheet date; income and expenses are translated at the average exchange rates throughout the year. The related translation adjustments are
reflected in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Foreign currency exchange rate
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
gains and losses resulting from transactions are included in selling, general and administrative expense in the accompanying consolidated statements of
operations.
Advertising
Advertising production costs are deferred and expensed when the advertising first takes place. Advertising communication costs are expensed as
incurred. Advertising costs are reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of
operations and for the years ended December 31, 2023, 2022 and 2021 were $285 million, $262 million and $195 million, respectively.
Divestitures
The Company classifies long-lived assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in
their present condition and the sale is probable and expected to be completed within one year. The Company initially measures assets and liabilities held
for sale at the lower of their carrying value or fair value less costs to sell and assesses their fair value quarterly until disposed. When the divestiture
represents a strategic shift that has (or will have) a major effect on the Company's operations and financial results, the disposal is presented as a
discontinued operation.
Recently Issued Accounting Pronouncements
Not Yet Adopted as of December 31, 2023
Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative
In October 2023, the FASB issued guidance that amends certain disclosure and presentation requirements related to the statement of cash flows,
accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and
various industry specific guidance. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the
date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the
SEC has not removed the existing disclosure requirements, the amendments will not become effective. Early adoption is not permitted. The Company is
in the process of assessing the overall impact of adopting this guidance on its disclosures.
Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued guidance that modifies segment reporting disclosure requirements, primarily through enhanced disclosures about
significant segment expenses. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after
December 15, 2024 using a retrospective transition method. Early adoption is permitted. The Company is in the process of determining the timing of the
adoption and assessing the overall impact of adopting this guidance on its disclosures.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued guidance to enhance income tax disclosures related to, among other items, rate reconciliation and income taxes
paid. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of
determining the timing of the adoption and assessing the overall impact of adopting this guidance on its disclosures.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3—Divestitures
Sales of Non-vehicle Capital Assets
In 2019, the Company substantially completed the sale of certain non-vehicle capital assets constituting real property, in an eminent domain proceeding,
in its Americas RAC segment. In 2023, the Company received additional cash from the sale upon final resolution of the eminent domain proceeding and
recognized an additional $29 million pre-tax gain on the sale, which is included in (gain) on sale of non-vehicle capital assets in the accompanying
consolidated statement of operations for the year ended December 31, 2023.
In 2023, the Company sold and leased back its Los Angeles, California airport location in its Americas RAC segment. The transaction qualified for sale-
leaseback accounting. The Company recognized a pre-tax gain of $133 million based on the difference in the sale amount of $143 million less $9 million
net book value of assets sold and $1 million in selling costs, which is included in (gain) on sale of non-vehicle capital assets in the accompanying
consolidated statement of operations for the year ended December 31, 2023. The leaseback is classified as an operating lease with a term of 36 months.
Donlen Sale
On March 30, 2021, the Company completed the sale of substantially all of the assets and certain liabilities of its Donlen subsidiary. For the year ended
December 31, 2021, the Company recognized a pre-tax gain in its corporate operations of $400 million, net of the impact of foreign currency adjustments,
based on the difference in cash proceeds received of $891 million less $543 million net book value of assets sold plus a $53 million receivable in
connection with the sale where cash proceeds were received in September 2021.
Termination of 767 Auto Leasing Agreement
In January 2018, Hertz entered into a Master Motor Vehicle Lease and Management Agreement (the “767 Lease Agreement”) pursuant to which Hertz
granted 767 Auto Leasing LLC (“767”) the option to acquire certain vehicles from Hertz at rates aligned with the rates at which Hertz sold vehicles to third
parties where 767’s payment obligations were guaranteed by American Entertainment Properties Corp. ("AEPC"). The 767 Lease Agreement was
terminated effective October 31, 2021.
Prior to the termination of the 767 Lease Agreement, the Company determined that it was the primary beneficiary of 767 due to its power to direct the
activities of 767 that most significantly impacted 767's economic performance and the Company's obligation to absorb 25% of 767's gains/losses and,
accordingly, 767 was consolidated by the Company as a VIE.
During the year ended December 31, 2021, 767 distributed $38 million to AEPC along with the return of certain vehicles, and there were no cash
contributions from AEPC to 767.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4—Revenue Earning Vehicles
The components of revenue earning vehicles, net are as follows:
(In millions)
Revenue earning vehicles
Less accumulated depreciation
Revenue earning vehicles held for sale, net
(1)
Revenue earning vehicles, net
December 31,
2023
2022
$
$
16,164 $
(2,155)
14,009
642
14,651 $
13,654
(1,649)
12,005
490
12,495
(1) Represents the carrying amount of vehicles classified as held for sale as of the respective balance sheet date, including the EV Disposal Group as disclosed below.
Depreciation of revenue earning vehicles and lease charges, net includes the following:
(In millions)
Depreciation of revenue earning vehicles
(Gain) loss on disposal of revenue earning vehicles
Rents paid for vehicles leased
(1)
Depreciation of revenue earning vehicles and lease charges, net
2023
Years ended December 31,
2022
2021
$
$
1,853 $
157
29
2,039 $
1,806 $
(1,125)
20
701 $
963
(502)
36
497
(1) Includes the write-down to fair value for vehicles classified as held for sale, including the EV Disposal Group as disclosed below, for the year ended December 31, 2023.
In December 2023, the Company identified the EV Disposal Group it desired to sell to in response to management's determination that the supply of EVs
exceed customer demand, elevated EV damage and collision costs and a decline in EV residual values. As a result, the EV Disposal Group, included in
the Company's Americas RAC segment, has been classified as held for sale with an aggregate carrying value of $542 million and is included in revenue
earning vehicles, net in the accompanying consolidated balance sheet as of December 31, 2023. The carrying values of the vehicles included in the EV
Disposal Group were written down to fair value less costs to sell and resulted in a write-down of $245 million, which is included in depreciation of revenue
earning vehicles and lease charges, net in the accompanying consolidated statement of operations for the year ended December 31, 2023. The
Company expects to complete the sale of the EV Disposal Group, primarily through its standard disposition channels, within the next 12 months.
Note 5—Goodwill and Intangible Assets, Net
Recoverability of Goodwill and Indefinite-lived Intangible Assets
On an annual basis as of October 1, and at interim periods when circumstances require as a result of a triggering event as defined by ASC 350 -
Intangibles, Goodwill and Other ("Topic 350"), the Company tests the recoverability of its goodwill and indefinite-lived intangible assets by performing an
impairment analysis. An impairment is deemed to exist if the carrying value of goodwill or indefinite-lived intangible assets exceed their fair value as
determined using level 3 inputs under the U.S. GAAP fair value hierarchy. The reviews of fair value involve judgment and estimates, including projected
revenues, long-term growth rates, royalty rates and discount rates. The Company believes that its valuation techniques and assumptions are reasonable
for this purpose.
The Company performed the goodwill impairment analyses using the income approach, a measurement using level 3 inputs under the U.S. GAAP fair
value hierarchy. In performing the impairment analyses, the weighted-average cost of capital used in the discounted cash flow model was calculated
based upon the fair value of the Company's debt and share price with a debt-to-equity ratio comparable to the vehicle rental car industry. This present
value model requires management to estimate future cash flows and forecasted EBITDA margins and
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
capital investments of each reporting unit. The assumptions the Company used to estimate future cash flows and EBITDA margins are consistent with
the assumptions that the reporting units use for internal planning purposes, which the Company believes would be generally consistent with that of a
market participant. The discount rate used for each reporting unit ranged from 13.0% to 14.0%. Each of the Company's reporting units had a fair value
that exceeded its respective carrying value, the lowest of which was greater than 25%.
The Company performed the intangible impairment analyses for indefinite-lived intangible assets using the relief-from-royalty income approach, a
measurement using level 3 inputs under the U.S. GAAP fair value hierarchy. The Company considered consistent factors as described above related to
goodwill in addition to royalty rates. The assumptions the Company uses to estimate royalty rates are consistent with the assumptions that the reporting
units use for internal planning purposes, which the Company believes would be generally consistent with that of a market participant. The discount rate
used for each indefinite-lived intangible ranged from 13.0% to 14.5%. All indefinite-lived intangibles were noted to have fair values that exceeded their
carrying values, the lowest of which was greater than 25%.
Goodwill
The following summarizes the changes in the Company's goodwill by segment:
(In millions)
Balance as of January 1, 2023
Goodwill
Accumulated impairment losses
Goodwill disposal and other changes during the period
Balance as of December 31, 2023
Goodwill
Accumulated impairment losses
(In millions)
Balance as of January 1, 2022
Goodwill
Accumulated impairment losses
Goodwill disposal and other changes during the period
Balance as of December 31, 2022
Goodwill
Accumulated impairment losses
Americas RAC
segment
International RAC
segment
Total
$
$
1,028 $
—
1,028
—
—
1,028
—
1,028 $
236 $
(220)
16
—
—
236
(220)
16 $
1,264
(220)
1,044
—
—
1,264
(220)
1,044
Americas RAC
segment
International RAC
segment
Total
$
$
1,029 $
—
1,029
(1)
(1)
1,028
—
1,028 $
236 $
(220)
16
—
—
236
(220)
16 $
1,265
(220)
1,045
(1)
(1)
1,264
(220)
1,044
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Intangible Assets, Net
Intangible assets, net, consists of the following major classes:
(In millions)
Amortizable intangible assets:
Customer-related
Concession rights
Technology-related intangibles
Other
(1)
Total
Indefinite-lived intangible assets:
(2)
Tradenames
(3)
Other
Total
Total intangible assets, net
(In millions)
Amortizable intangible assets:
Customer-related
Concession rights
Technology-related intangibles
Other
(1)
Total
Indefinite-lived intangible assets:
(2)
Tradenames
(3)
Other
Total
Total intangible assets, net
Gross
Carrying
Amount
December 31, 2023
Accumulated
Amortization
Net
Carrying
Value
269 $
407
342
38
1,056
2,794
24
2,818
3,874 $
(269) $
(406)
(300)
(36)
(1,011)
—
—
—
(1,011) $
—
1
42
2
45
2,794
24
2,818
2,863
Gross
Carrying
Amount
December 31, 2022
Accumulated
Amortization
Net
Carrying
Value
269 $
407
378
43
1,097
2,794
24
2,818
3,915 $
(269) $
(405)
(312)
(42)
(1,028)
—
—
—
(1,028) $
—
2
66
1
69
2,794
24
2,818
2,887
$
$
$
$
(1) Other amortizable intangible assets primarily include reacquired franchise rights.
(2) As of December 31, 2023 and 2022, $2.2 billion was recorded in the Company's Americas RAC segment and $600 million in the Company's International RAC segment.
(3) Other indefinite-lived intangible assets primarily consist of reacquired franchise rights.
(In millions)
Amortization of intangible assets
Years Ended December 31,
2023
2022
2021
$
48 $
45 $
88
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the Company's expected amortization expense based on its amortizable intangible assets as of December 31, 2023:
(In millions)
2024
2025
2026
2027
2028
After 2028
Total expected amortization expense
Note 6—Debt
$
$
21
18
5
—
—
1
45
The Company's debt, including its available credit facilities, consists of the following ($ in millions) as of December 31, 2023 and 2022:
Facility
Non-Vehicle Debt
First Lien RCF
Term B Loan
Incremental Term B Loan
Term C Loan
Senior Notes Due 2026
Senior Notes Due 2029
Other Non-Vehicle Debt
Unamortized Debt Issuance Costs and Net
(1)
(Discount) Premium
Total Non-Vehicle Debt
Vehicle Debt
HVF III U.S. ABS Program
HVF III U.S. Vehicle Variable Funding Notes
HVF III Series 2021-A Class A
HVF III Series 2021-A Class B
(2)
(2)
HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2021-1
HVF III Series 2021-2
HVF III Series 2022-1
HVF III Series 2022-2
HVF III Series 2022-3
HVF III Series 2022-4
HVF III Series 2022-5
HVF III Series 2023-1
HVF III Series 2023-2
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
Weighted-Average
Interest Rate as of
December 31, 2023
N/A
8.69%
9.09%
8.69%
4.63%
5.00%
5.71%
6.99%
9.44%
1.66%
2.12%
2.44%
2.78%
3.89%
4.22%
4.39%
6.17%
6.30%
Fixed or
Floating
Interest
Rate
Floating
Floating
Floating
Floating
Fixed
Fixed
Fixed
Floating
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
Fixed
105
Maturity
6/2026
6/2028
6/2028
6/2028
12/2026
12/2029
Various
6/2025
8/2025
12/2024
12/2026
6/2025
6/2027
3/2024
9/2025
9/2027
6/2026
9/2028
December 31,
2023
December 31,
2022
$
— $
1,268
500
245
500
1,000
2
(66)
3,449
1,492
188
1,680
2,000
2,000
750
750
192
667
364
500
300
—
1,281
—
245
500
1,000
9
(58)
2,977
2,363
188
2,551
2,000
2,000
750
652
383
667
317
—
—
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Facility
HVF III Series 2023-3
HVF III Series 2023-4
(2)
(2)
(2)
Vehicle Debt - Other
Repurchase Facility
European ABS
Hertz Canadian Securitization
Australian Securitization
New Zealand RCF
U.K. Financing Facility
Other Vehicle Debt
(2)
(3)
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Weighted-Average
Interest Rate as of
December 31, 2023
6.46%
6.66%
N/A
5.80%
6.95%
5.95%
8.47%
7.85%
5.17%
Fixed or
Floating
Interest
Rate
Fixed
Fixed
Fixed
Floating
Floating
Floating
Floating
Floating
Floating
Maturity
2/2027
3/2029
N/A
3/2026
6/2025
6/2025
6/2025
1/2024-9/2027
1/2024-11/2027
(2)
Unamortized Debt Issuance Costs and Net
(Discount) Premium
Total Vehicle Debt
Total Debt
N/A - Not applicable
December 31,
2023
December 31,
2022
500
500
8,523
—
1,205
350
203
70
173
110
2,111
—
—
6,769
86
811
283
168
54
101
125
1,628
(72)
12,242
15,691 $
(62)
10,886
13,863
$
(1) Other non-vehicle debt is primarily comprised of $8 million and $6 million in finance lease obligations as of December 31, 2023 and 2022, respectively.
(2) Maturity reference is to the earlier "expected final maturity date" as opposed to the subsequent "legal final maturity date." The expected final maturity date is the date by which
Hertz and investors in the relevant indebtedness originally expect the outstanding principal of the relevant indebtedness to be repaid in full. The legal final maturity date is the
date on which the outstanding principal of the relevant indebtedness is legally due and payable in full.
(3) Other vehicle debt is primarily comprised of $104 million and $76 million in finance lease obligations as of December 31, 2023 and 2022, respectively.
Non-Vehicle Debt
First Lien Credit Agreement
Pursuant to the Plan of Reorganization, on the Effective Date, Hertz entered into the First Lien Credit Agreement that provided for the following:
•
•
•
the First Lien RCF for revolving loans and letters of credit up to an aggregate principal amount of $1.3 billion;
Term B Loan for term loans in an aggregate principal amount of $1.3 billion; and
Term C Loan for term loans that are available to cash collateralize letters of credit in an aggregate principal amount of $245 million.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
First Lien RCF : The First Lien RCF bears interest at a benchmark rate plus spread. The following table indicates the various currencies and benchmark
rates applicable to loans under the First Lien RCF.
Currencies
Benchmark rates
U.S. dollar
Eurodollar
Australian dollar
Canadian dollar
Sterling
(1)
Term SOFR or Prime rate (as per terms of loan)
EURIBOR rate or Base rate (as per terms of loan)
Bank Bill Swap Reference Bid Rate
Canadian prime rate or an adjusted Canadian Dollar Offered Rate ("CDOR") (as per terms of loan)
Daily Simple Sterling Overnight Index Average ("SONIA")
(1) Prior to March 2022, the First Lien RCF had a benchmark rate of USD LIBOR or Prime rate.
As of December 31, 2023, ABR Loans and Canadian Prime Rate Loans, as defined under the First Lien Credit Agreement, bear interest at the relevant
benchmark rate plus an applicable margin of 2.00%. In addition, the pricing for U.S. dollar, Eurodollar, Sterling and Canadian dollar loans are equal to a
local currency benchmark plus a margin of 3.00%. The above referenced margins are dependent upon the Company's Consolidated Total Corporate
Leverage Ratio, as defined under the First Lien Credit Agreement. In each case, the margin may change depending on Hertz’s Total Corporate Leverage
Ratio. The First Lien RCF matures on June 30, 2026.
Hertz increased the aggregate committed amount of the First Lien RCF from $1.3 billion to $1.9 billion and the sublimit for letters of credit from $1.1
billion to $1.8 billion through various increases that occurred during the year ended December 31, 2022.
In March 2023, Hertz increased the aggregate committed amount of the First Lien RCF from $1.9 billion to $2.0 billion.
Term B Loan and Term C Loan : In May 2023, the First Lien Credit Agreement was amended to change the benchmark interest rate on the Term Loans
from USD LIBOR to term SOFR in connection with the cessation of USD LIBOR. As per the amended First Lien Credit Agreement, the Term Loans bear
interest based on an alternate base rate ("ABR") or term SOFR, in each case, plus an applicable margin of (i) 2.25% in the case of the ABR, or (ii) 3.25%
in the case of term SOFR. In each case, the margin may change depending on Hertz's consolidated total corporate leverage ratio, as defined in the First
Lien Credit Agreement (the "Total Corporate Leverage Ratio"). The First Lien Credit Agreement requires the Term B Loan to be repaid in quarterly
installments of $3.3 million per quarter. Each of the Term B Loan and Term C Loan mature on June 30, 2028.
Incremental Term B Loan: In November 2023, the First Lien Credit Agreement was amended to provide for the Incremental Term B Loan in an aggregate
principal amount of $500 million. The Incremental Term B Loan bears interest based on an ABR or term SOFR, in each case, plus an applicable margin of
(i) 2.75% in the case of the ABR, or (ii) 3.75% in the case of term SOFR. The amended First Lien Credit Agreement requires the Incremental Term B
Loan to be repaid in quarterly installments of $1.25 million beginning March 31, 2024 until maturity. The Incremental Term B Loan matures on June 30,
2028.
2021 Senior Notes
In November 2021, Hertz issued $1.5 billion of unsecured senior notes consisting of $500 million Senior Notes Due 2026 and $1.0 billion Senior Notes
Due 2029. The Senior Notes Due 2026 and the Senior Notes Due 2029 are Hertz's senior unsecured obligations and are guaranteed by each of Hertz’s
direct and indirect U.S. subsidiaries that are guarantors under the First Lien Credit Agreement.
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Vehicle Debt
HVF III U.S. ABS Program
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In June 2021, Hertz established the HVF III securitization platform (the "HVF III U.S. ABS Program") to facilitate its financing activities relating to vehicles
used by Hertz in the U.S. vehicle rental operations. HVF III is the issuer of variable funding notes and medium-term notes under the HVF III U.S. ABS
Program. HVF III entered into a base indenture that permits it to issue term and variable funding rental car asset-backed securities, secured by a
collateral pool consisting primarily of the rental vehicles used in the Company's U.S. vehicle rental operations and the related incentive and repurchase
program vehicle receivables. Within each series of HVF III U.S. Vehicle Medium Term Notes, the issued notes are subordinated based on class.
Pursuant to the Plan of Reorganization, in June 2021, HVF III issued Series 2021-A Variable Funding Rental Car Asset Backed Notes (the "Series 2021-
A Notes"), the Series 2021-1 Fixed Rate Rental Car Asset Backed Notes (the "Series 2021-1 Notes") and the Series 2021-2 Fixed Rate Rental Car Asset
Backed Notes (the "Series 2021-2 Notes" and, together with the Series 2021-A Notes and the Series 2021-1 Notes, the “HVF III Series 2021 Notes”).
In June 2021, in connection with the issuance of the HVF III Series 2021 Notes, Hertz entered into a new Master Motor Vehicle Operating Lease and
Servicing Agreement (the “Operating Lease”) among HVF III, as lessor, Hertz, as a lessee, servicer and guarantor, DTG Operations, Inc., a wholly-owned
subsidiary of the Company, as a lessee and other permitted lessees (together with Hertz and DTG Operations, Inc., the "Lessees"), pursuant to which
HVF III will lease vehicles to the Lessees.
From time to time, Hertz or any of its subsidiaries (all affiliates of HVF III), at their discretion, may purchase and retain any part or portion of an issued
notes’ series or class within a series under the HVF III U.S. ABS Program depending on market conditions and other factors at the time of issuance. In
addition, any retained notes issued under the HVF III U.S. ABS Program may be sold to third parties at a subsequent date or may be sold and
repurchased under the Repurchase Facilities, as disclosed below, in each case, depending on market conditions and other factors at the time.
References to the HVF III U.S. ABS Program include HVF III's U.S. Vehicle Variable Funding Notes and HVF III's U.S. Vehicle Medium Term Notes.
HVF III U.S. Vehicle Variable Funding Notes
HVF III Series 2021-A Notes: HVF III increased the commitments for the Series 2021-A Notes through various increases during the year ended
December 31, 2022, increasing the maximum principal amount that may be outstanding from $3.0 billion to $3.9 billion. Additionally, in June 2022, the
maturity date of the Series 2021-A Notes Class A Notes was extended to June 2024.
In June 2023, HVF III increased the commitments for the Series 2021-A Notes, increasing the maximum principal amount that may be outstanding from
$3.9 billion to $4.1 billion. Additionally, the maturity dates of the Series 2021-A Class A Notes and Class B Notes were extended to June 2025 and
August 2025, respectively.
HVF III U.S. Vehicle Medium Term Notes
HVF III Series 2022-1 Notes and Series 2022-2 Notes : In January 2022, HVF III issued the Series 2022-1 Notes and Series 2022-2 Notes in aggregate
principal amounts of $750 million, respectively. At the time of issuance, Hertz, an affiliate of HVF III, purchased the Series 2022-1 Class D Notes and
Series 2022-2 Class D Notes in aggregate principal amounts of $98 million, respectively. The Series 2022-1 Class D Notes were subsequently sold to
third parties in July and August 2022.
HVF III Series 2022-3 Notes : In March 2022, HVF III issued the Series 2022-3 Notes in four classes (Class A, Class B, Class C and Class D) in an
aggregate principal amount of $383 million. At the time of issuance, Hertz, an affiliate
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
of HVF III, purchased the Class D Notes in an aggregate principal amount of $50 million which were subsequently sold to third parties in July 2022.
HVF III Series 2022-4 Notes : In March 2022, HVF III issued the Series 2022-4 Notes in four classes (Class A, Class B, Class C and Class D) in an
aggregate principal amount of $667 million. At the time of issuance, Hertz, an affiliate of HVF III, purchased the Class D Notes in an aggregate principal
amount of $87 million which were subsequently sold to third parties in August 2022.
HVF III Series 2022-5 Notes : In March 2022, HVF III issued the Series 2022-5 Notes in four classes (Class A, Class B, Class C and Class D) in an
aggregate principal amount of $364 million. At the time of issuance, Hertz, an affiliate of HVF III, purchased the Class D Notes in an aggregate principal
amount of $47 million.
HVF III Series 2023-1 Notes : In March 2023, HVF III issued the Series 2023-1 Notes in four classes (Class A, Class B, Class C and Class D) in an
aggregate principal amount of $500 million. At the time of issuance, Hertz, an affiliate of HVF III, purchased the Class D Notes in an aggregate principal
amount of $40 million.
HVF III Series 2023-2 Notes : In March 2023, HVF III issued the Series 2023-2 Notes in four classes (Class A, Class B, Class C and Class D) in an
aggregate principal amount of $300 million.
HVF III Series 2023-3 Notes : In August 2023, HVF III issued the Series 2023-3 Notes in four classes (Class A, Class B, Class C and Class D) in an
aggregate principal amount of $500 million.
HVF III Series 2023-4 Notes : In August 2023, HVF III issued the Series 2023-4 Notes in four classes (Class A, Class B, Class C and Class D) in an
aggregate principal amount of $500 million.
There is subordination within each of the preceding series based on class.
HVF III Series 2022-2, Series 2022-5 and Series 2023-1 Class D Notes (the "Class D Notes") : In September 2023, Hertz sold the Class D Notes to third
parties.
(In millions)
HVF III Series 2022-2 Class D Notes
HVF III Series 2022-5 Class D Notes
HVF III Series 2023-1 Class D Notes
Aggregate Principal Amount
$
98
47
40
185
Total
Vehicle Debt-Other
Repurchase Facilities
$
Beginning in 2022, Hertz entered into, and in the future may continue to enter into, the Repurchase Facilities, whereby Hertz can sell and repurchase at
a pre-determined price any retained notes under the HVF III U.S. ABS Program. Transactions occurring under the Repurchase Facilities are based on
mutually agreeable terms and prevailing rates. As of December 31, 2023, Hertz does not hold any retained notes under the HVF III U.S. ABS Program
and there were no repurchase transactions outstanding under the Repurchase Facilities.
European ABS
The European ABS is the primary vehicle financing facility for the Company's vehicle rental operations in France, the Netherlands, Germany, Spain and
Italy. The lenders under the European ABS have been granted a security interest in the owned rental vehicles used in the Company's vehicle rental
operations in these countries and certain contractual rights related to such vehicles.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In December 2022, the European ABS was amended to (i) increase the aggregate maximum borrowings to €1.1 billion, (ii) extend the maturity to
November 2024, and (iii) incorporate the Italian fleet within the European ABS financing structure. In connection with the amendment, the Hertz
performance guarantee was amended to accommodate certain obligations of its Italian subsidiaries in their capacities as lessees, servicers and
administrators under the amended European ABS.
In September 2023, the European ABS was amended to (i) increase the aggregate maximum borrowings to €1.2 billion, (ii) extend the maturity date to
March 2026 and (iii) amend certain other provisions to provide for further operating flexibility.
Hertz Canadian Securitization
Hertz maintains a financing through TCL Funding Limited Partnership, a bankruptcy remote, indirect, wholly-owned, special purpose subsidiary of Hertz,
for the purpose of financing its rental car fleet operations in Canada (the "Hertz Canadian Securitization").
In June 2022, the Hertz Canadian Securitization was amended to extend the maturity to June 2024.
In June 2023, the Hertz Canadian Securitization was amended to provide for aggregate maximum borrowings of CAD$475 million and to extend the
maturity date to June 2025.
Australian Securitization
Hertz maintains a financing through HA Fleet Pty. Limited, an indirect wholly-owned subsidiary of Hertz, for the purpose of financing its rental car fleet
operations in Australia (the "Australian Securitization"). HA Fleet Pty. Limited serves as the issuer under the Australian Securitization. The lender under
the Australian Securitization has been granted a security interest primarily in the owned rental vehicles used in its vehicle rental operations in Australia
and certain contractual rights related to such vehicles.
In January 2022, the Australian Securitization was amended to increase the aggregate maximum borrowings to AUD$250 million and to extend the
maturity to April 2024.
In June 2023, the Australian Securitization was amended to provide for aggregate maximum borrowings of AUD$340 million and to extend the maturity
date to June 2025.
New Zealand RCF
Hertz maintains a financing through Hertz New Zealand Holdings Limited ("Hertz New Zealand"), an indirect wholly-owned subsidiary of Hertz, for the
purpose of financing its rental car fleet operations in New Zealand. Hertz New Zealand is the borrower under a credit agreement that provides for
aggregate maximum borrowings on a revolving basis under an asset-based revolving credit facility (the “New Zealand RCF”).
In April 2022, the New Zealand RCF was amended to extend the maturity of the aggregate maximum borrowings of NZD$60 million to June 2024.
In August 2023, the New Zealand RCF was amended to provide for aggregate maximum borrowings of NZD$120 million and to extend the maturity date
to June 2025.
U.K. Financing Facility
In April 2022, the U.K. Financing Facility was amended to extend the maturity of the aggregate maximum borrowings of £100 million to October 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In June 2023, the U.K. Financing Facility was amended to provide for aggregate maximum borrowings of £135 million and to extend the maturity date to
November 2024.
Loss on Extinguishment of Debt
In June 2021, in accordance with the Plan of Reorganization, substantially all existing non-vehicle debt and all existing ABS facilities under the HVF II
U.S. ABS Program and the HVIF U.S. ABS Program were repaid in full and cancelled. As a result, the Company incurred losses in the form of early
redemption premiums and/or the write-off of deferred financing costs associated with certain redemptions, terminations and waiver agreements. For the
year ended December 31, 2021, loss on extinguishment of debt is presented in reorganization items, net, unless otherwise noted in the table below, in
the accompanying consolidated statements of operations. There were no losses on extinguishment of debt recognized for the years ended December 31,
2023 and 2022.
The following table reflects the amount of loss for each respective redemption/termination:
Redemption/Termination (in millions)
Non-Vehicle Debt
HIL Credit Agreement
Second HIL Credit Agreement
(1)
Total Non-Vehicle Debt
Non-Vehicle Debt (subject to compromise)
Senior Term Loan
Senior RCF
Senior Notes
Senior Second Priority Secured Notes
Promissory Notes
Alternative Letter of Credit Facility
Letter of Credit Facility
Total Non-Vehicle Debt (subject to compromise)
Vehicle Debt
HVF II U.S. Vehicle Variable Funding Notes
HVF II U.S. Vehicle Medium Term Notes
HVIF II Series 2020-1
European Vehicle Notes
Total Vehicle Debt
Total Loss on Extinguishment of Debt
Year Ended December 31,
2021
$
$
8
5
13
16
22
29
4
2
7
8
88
9
39
21
29
98
199
(1) The loss on extinguishment is recorded in non-vehicle interest expense, net in the accompanying consolidated income statement for the year ended December 31, 2021.
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Maturities
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2023, the nominal amounts of maturities of debt for each of the years ending December 31 are as follows:
(In millions)
Non-Vehicle Debt
Vehicle Debt
Total
2024
2025
2026
2027
2028
After 2028
$
$
20 $
2,322
2,342 $
18 $
3,792
3,810 $
518 $
4,096
4,614 $
18 $
1,304
1,322 $
1,941 $
550
2,491 $
1,000
250
1,250
The Company has reviewed its debt facilities and determined that it is probable that the Company will be able, and has the intent, to refinance these
facilities at such times as the Company determines appropriate prior to their respective maturities.
Borrowing Capacity and Availability
Borrowing capacity and availability comes from the Company's revolving credit facilities, which are a combination of variable funding asset-backed
securitization facilities, cash-flow based revolving credit facilities, asset-based revolving credit facilities and the First Lien RCF. Creditors under each such
asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. With respect to each
such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain
pool of assets as the borrowing base.
The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility
(i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt the Company could
borrow assuming it possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility and, in the case of the
First Lien RCF, less any issued standby letters of credit. With respect to a variable funding asset-backed securitization facility or asset-based revolving
credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the
principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time).
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following facilities were available to the Company as of December 31, 2023 and are presented net of any outstanding letters of credit:
(In millions)
Non-Vehicle Debt
First Lien RCF
Total Non-Vehicle Debt
Vehicle Debt
HVF III Series 2021-A
European ABS
Hertz Canadian Securitization
Australian Securitization
New Zealand RCF
U.K. Financing Facility
Other Vehicle Debt
Total Vehicle Debt
Total
Letters of Credit
Remaining
Capacity
Availability Under
Borrowing Base
Limitation
$
$
1,266 $
1,266
2,382
128
10
30
6
—
47
2,603
3,869 $
1,266
1,266
—
—
—
1
—
—
—
1
1,267
As of December 31, 2023, there were outstanding standby letters of credit totaling $995 million comprised primarily of $734 million issued under the First
Lien RCF and $245 million issued under the Term C Loan. As of December 31, 2023, no capacity remains to issue additional letters of credit under the
Term C Loan. Such letters of credit have been issued primarily to provide credit enhancement for the Company's asset-backed securitization facilities and
to support the Company's insurance programs, as well as to support the Company's vehicle rental concessions and leaseholds. As of December 31,
2023, none of the issued letters of credit have been drawn upon.
Pledges Related to Vehicle Financing
Substantially all of the Company's revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor
of the lenders under the various credit facilities, other secured financings or asset-backed securities programs. None of the value of such assets
(including the assets owned by Hertz Vehicle Financing III LLC and various other domestic and international subsidiaries that facilitate the Company's
international securitizations) will be available to satisfy the claims of unsecured creditors unless the secured creditors are paid in full.
The Company has a 25% ownership interest in IFF No. 2, whose sole purpose is to provide commitments to lend under the European ABS in various
currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF
No. 2 is a VIE and the Company is the primary beneficiary, therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the
accompanying consolidated financial statements. As of December 31, 2023 and 2022, IFF No. 2 had total assets of $1.7 billion and $1.3 billion,
respectively, comprised primarily of intercompany receivables, and total liabilities of $1.7 billion and $1.3 billion, respectively, comprised primarily of debt.
Covenant Compliance
The First Lien Credit Agreement r equires Hertz to comply with the following financial covenant: a First Lien Ratio of less than or equal to 3.00 to 1.00 in
the first and last quarters of the calendar year and 3.50 to 1.00 in the second and third quarters of the calendar year. As of December 31, 2023, Hertz
was in compliance with the First Lien Ratio.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In addition to the financial covenant, the First Lien Credit Agreement contains customary affirmative covenants including, among other things, the delivery
of quarterly and annual financial statements and compliance certificates, and covenants related to conduct of business, maintenance of property and
insurance, compliance with environmental laws and the granting of security interests for the benefit of the secured parties under that agreement on after-
acquired real property, fixtures and future subsidiaries. The First Lien Credit Agreement also contains customary negative covenants, including, among
other things, restrictions on the incurrence of liens, indebtedness, asset dispositions and restricted payments.
As of December 31, 2023, the Company was in compliance with all covenants in the First Lien Credit Agreement.
Accrued Interest
As of December 31, 2023 and 2022, accrued interest was $26 million and $19 million, respectively, which is included in accrued liabilities in the
accompanying consolidated balance sheets.
Restricted Net Assets
Hertz and certain of its subsidiaries are subject to contractual restrictions under the terms of its debt, including restrictions on the ability to pay dividends
(directly or indirectly). As of December 31, 2023, the restricted net assets of the subsidiaries of Hertz and Hertz Global exceed 25% of their total
consolidated net assets, respectively.
Note 7—Employee Retirement Benefits
The Company sponsors multiple domestic and international employee retirement benefit plans where benefits are based upon years of service and
compensation. The Hertz Corporation Account Balance Defined Benefit Pension Plan (the “Hertz Retirement Plan”) is a U.S. cash balance plan, which
was amended in 2014 to permanently discontinue future benefit accruals and participation under the plan for non-union employees. The majority of union
employees have since discontinued participation in the Hertz Retirement Plan as the result of collective bargaining. Some of the Company’s international
subsidiaries have defined benefit retirement plans. In certain countries, when the subsidiaries make the required funding payments, they have no further
obligations under such plans. The Company also sponsors defined contribution plans for certain eligible U.S. and non-U.S. employees, where
contributions are matched based on specific guidelines in the plans.
Management makes certain assumptions relating to discount rates, salary growth, long-term return on plan assets, retirement rates, mortality rates and
other factors when determining amounts to be recognized. These assumptions are reviewed annually by management, assisted by the enrolled actuary,
and updated as warranted. The Company uses a December 31 measurement date for all of the plans and utilizes fair value to calculate the market-
related value of pension assets for purposes of determining the expected return on plan assets and accounting for asset gains and losses.
Actual results that differ from the Company's assumptions are accumulated and amortized over future periods and, therefore, significant differences in
actual experience or significant changes in assumptions would affect the Company's pension costs and obligations. The Company recognizes an asset
for each over-funded plan and a liability for each underfunded plan in the consolidated balance sheets. Pension plan liabilities are revalued annually
based on updated assumptions and information about the individuals covered by the plan. For pension plans, if accumulated actuarial gains and losses
are in excess of a 10 percent corridor, the excess is amortized on a straight-line basis over the average remaining service period of active participants.
Prior service cost is amortized on a straight-line basis from the date recognized over the average remaining service period of active participants, when
applicable.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables set forth the funded status and the net periodic pension cost of the Hertz Retirement Plan and other U.S. based retirement plans and
the retirement plans for international operations (“Non-U.S.”), together with amounts included in the accompanying consolidated balance sheets and
statements of operations:
(In millions)
Change in Benefit Obligation
Benefit obligation as of January 1
Service cost
Interest cost
Plan settlements
Benefits paid
Foreign currency exchange rate translation
Actuarial (gain) loss
Benefit obligation as of December 31
Change in Plan Assets
Fair value of plan assets as of January 1
Actual return gain (loss) on plan assets
Company contributions
Plan settlements
Benefits paid
Foreign currency exchange rate translation
Fair value of plan assets as of December 31
Funded Status of the Plan
Plan assets (less than) in excess of the benefit obligation
Pension Benefits
U.S.
Non-U.S.
2023
2022
2023
2022
$
$
$
$
$
371 $
—
19
(21)
(3)
—
7
373 $
338 $
28
—
(21)
(3)
—
342 $
465 $
—
16
(24)
(3)
—
(83)
371 $
468 $
(103)
—
(24)
(3)
—
338 $
172 $
1
8
—
(7)
10
7
191 $
131 $
6
3
—
(7)
9
142 $
(31) $
(33) $
(49) $
307
1
5
(5)
(5)
(27)
(104)
172
255
(91)
2
(5)
(5)
(25)
131
(41)
In 2023, discount rates decreased, resulting in actuarial losses for the U.S. and Non-U.S. pension plans, partially offset by changes in the inflation and
mortality assumptions in the United Kingdom ("U.K.").
In 2022, discount rates increased, resulting in actuarial gains for the U.S. and Non-U.S. pension plans, partially offset by census data updates and
experience.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
($ in millions)
Amounts recognized in balance sheets:
Prepaid expenses and other assets
Accrued liabilities
Net asset (obligation) recognized in the balance sheets
Prior service credit
Net gain (loss)
Accumulated other comprehensive income (loss)
Funded/(Unfunded) accrued pension or postretirement benefit
Net obligation recognized in the balance sheets
Total recognized in other comprehensive (income) loss
Total recognized in net periodic benefit cost and other comprehensive (income) loss
Accumulated Benefit Obligation as of December 31
Weighted-average assumptions as of December 31
Discount rate
Expected return on assets
Average rate of increase in compensation
Interest crediting rate
N/A - Not applicable
Pension Benefits
U.S.
Non-U.S.
2023
2022
2023
2022
$
$
$
$
$
$
$
—
(31)
(31)
—
(47)
(47)
16
(31)
(10)
(2)
373
$
$
$
$
$
$
$
—
(33)
(33)
—
(58)
(58)
25
(33)
29
35
371
$
$
$
$
$
$
$
11
(60)
(49)
(1)
(66)
(67)
18
(49)
11
14
190
$
$
$
$
$
$
$
12
(53)
(41)
(1)
(56)
(57)
16
(41)
(17)
(15)
171
5.1 %
6.2 %
— %
3.8 %
5.4 %
6.0 %
— %
3.8 %
4.4 %
5.2 %
2.2 %
N/A
4.7 %
5.2 %
2.1 %
N/A
The discount rate used to determine the December 31, 2023 and 2022 benefit obligations for U.S. pension plans was based on the rate from the Mercer
Pension Discount Curve-Above Mean Yield that is appropriate for the duration of the Company's plan liabilities. For its plans outside the U.S., the
discount rate reflected the market rates for an optimized subset of high-quality corporate bonds currently available with the discount rate in a country
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 its plan.
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.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the net periodic pension expense charged to net income (loss). The components of net periodic pension expense (benefit),
other than service cost, were included in other (income) expense, net in the accompanying consolidated statements of operations.
($ in millions)
Components of Net Periodic Pension and
Postretirement Expense (Benefit)
Service cost
Interest cost
Expected return on plan assets
Net amortizations
Settlement loss
Net pension and postretirement expense (benefit)
Weighted-average discount rate for expense (January 1)
Weighted-average assumed long-term rate of return on
assets (January 1)
Weighted-average interest crediting rate for expense
N/A - Not applicable
U.S.
2022
2023
Pension Benefits
Non-U.S.
Years Ended December 31,
2021
2023
2022
2021
$
$
$
$
—
19
(14)
—
3
8
5.4 %
6.0 %
3.8 %
$
$
—
16
(14)
—
4
6
2.7 %
4.5 %
3.8 %
$
$
—
12
(18)
—
12
6
2.2 %
4.5 %
3.8 %
$
$
1
8
(7)
1
—
3
4.7 %
5.2 %
N/A
$
$
1
5
(7)
1
2
2
1.7 %
3.0 %
N/A
1
4
(7)
2
1
1
1.4 %
3.0 %
N/A
The net of tax loss in accumulated other comprehensive income (loss) as of December 31, 2023 and 2022 relating to pension benefits of the Hertz
Retirement Plan was $95 million and $92 million, respectively.
The provisions charged to net income (loss) for the years ended December 31, 2023, 2022 and 2021 for all other pension plans were approximately
$6 million, $6 million and $5 million, respectively.
The provisions charged to net income (loss) for the years ended December 31, 2023, 2022 and 2021 for the defined contribution plans were
approximately $20 million, $20 million and $16 million, respectively.
Plan Assets
The Company has a long-term investment outlook for the assets held in the Company sponsored plans, which is consistent with the long-term nature of
each plan's respective liabilities. The Company has two major plans which reside in the U.S. and the U.K.
The U.S. Plan
The U.S. Plan (the “Plan”) has a target asset allocation mix of 70% in investments intended to hedge the impact of capital market movements
("Immunizing Portfolio Investments"), comprised primarily of fixed income securities, and 30% in investments intended to earn more than the pension
liability growth over the long-term ("Growth Portfolio Investments"). The Growth Portfolio Investments are primarily invested in passively managed equity
funds, international and emerging market funds that are actively managed and non-investment grade fixed income funds. The overall strategy and the
Immunizing Portfolio Investments are managed by professional investment managers. The investments within these asset classes are diversified in order
to minimize the risk of large losses. The Plan assumes a 6.2% expected long-term annual weighted-average rate of return on assets.
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value measurements of the Company's U.S. pension plan assets are based upon inputs that reflect quoted prices for identical assets or liabilities
in active markets that are observable (Level 1) and significant observable inputs (Level 2) that reflect quoted prices for similar assets or liabilities in active
markets. The fair value measurements of the U.S. pension plan assets relate to common collective trusts and other pooled investment vehicles consisting
of the following asset categories:
(In millions)
Asset Category
Cash
Short Term Investments
(2)
Equity Funds :
U.S. Large Cap
U.S. Small Cap
International Large Cap
International Small Cap
International Emerging Markets
Fixed Income Securities:
U.S. Treasuries
Corporate Bonds
Government Bonds
Municipal Bonds
Derivatives - Interest Rate
Non-Investment Grade Fixed Income
(2)
Total fair value of pension plan assets
$
Level 1
Level 2
$
9 $
—
— $
36
December 31, 2023
December 31, 2022
Measured at
NAV
(1)
Level 1
Level 2
Measured at
NAV
(1)
— $
—
8 $
—
— $
31
—
—
—
—
4
—
32
—
—
—
—
36 $
—
—
—
—
—
—
—
—
—
—
—
8 $
40
5
19
4
5
—
161
4
6
1
21
297 $
—
—
—
—
—
—
4
—
29
—
—
—
—
33
—
—
—
—
—
—
—
—
—
—
—
9 $
45
5
20
3
5
1
155
4
4
—
19
297 $
(1) Includes certain investments where the fair value measurement utilizes the net asset value ("NAV") and as such, are not classified in the fair value levels above.
(2) The Level 2 investments relate to investment funds that publish daily NAV per unit. The daily NAV is available to participants in the funds and redemptions can be made daily at
the current NAV. The fair value and units are determined and published and are the basis for current transactions. The investments are not eligible for the NAV practical
expedient. However, they are measured at the published NAV because the quoted NAV per unit represents the price at which the investment would be sold in a transaction
between independent market participants.
The U.K. Plan
The Company's United Kingdom defined benefit pension plan (the "U.K. Plan") has a target allocation of 30% actively managed diversified growth and
multi-asset credit funds, 10% passive equity funds and 60% protection portfolio that consists of liability driven investments, Sterling liquidity fund and
United Kingdom corporate bonds. The actively managed diversified growth and multi-asset credit funds are intended to deliver a long-term equity-like
return but with reduced levels of volatility. The protection portfolio is designed to partially hedge the interest rate and inflation expectation exposure of the
liabilities which are measured on a local regulatory basis. The amount that is required to be invested in each fund to maintain target hedge ratios will vary
over time as the value of the liabilities change and the allocations within the protection portfolio will be allowed to vary accordingly. All of the invested
assets of the U.K. Plan are held via pooled funds managed by professional investment managers. The U.K. Plan assumes a 5.2% expected long-term
weighted-average rate of return on assets for the Plan in total.
The Company's U.K. Plan comprises $135 million of the $142 million in fair value of Non-U.S. plan assets as of December 31, 2023 and comprises
$126 million of the $131 million in fair value of Non-U.S. plan assets as of December 31, 2022. The fair value measurements of the Company's U.K. Plan
assets are based upon inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable (Level 1) and significant
observable inputs that reflect quoted prices for similar assets or liabilities in active markets (Level 2). The fair value
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
measurements of the U.K. Plan assets relate to common collective trusts and other pooled investment vehicles consisting of the following asset
categories:
(In millions)
December 31, 2023
December 31, 2022
Asset Category
Actively Managed Multi-Asset Funds:
Diversified Growth Funds
Multi Asset Credit
Passive Equity Funds:
(2)
(2)
U.K. Equities
Overseas Equities
Passive Bond Funds:
Corporate Bonds
(2)
Liability Driven Investments
Liquidity Fund
(2)
Total fair value of pension plan assets
Level 1
Level 2
Measured at
NAV
(1)
Level 1
Level 2
Measured at
NAV
(1)
$
$
— $
—
5
6
4
103
1
119 $
— $
—
—
—
—
—
—
— $
— $
16
—
—
—
—
—
16 $
11 $
—
4
5
4
76
5
105 $
— $
—
—
—
—
—
—
— $
—
21
—
—
—
—
—
21
(1) Includes certain investments where the fair value measurement utilizes NAV and as such, are not classified in the fair value levels above.
(2) The Level 2 investments relate to investment funds that publish daily NAV per unit. The daily NAV is available to participants in the funds and redemptions can be made daily at
the current NAV. The fair value and units are determined and published and are the basis for current transactions. The investments are not eligible for the NAV practical
expedient. However, they are measured at the published NAV because the quoted NAV per unit represents the price at which the investment would be sold in a transaction
between independent market participants.
Contributions
The Company's policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements.
From time to time, the Company makes contributions beyond those legally required. In 2023 and 2022, the Company did not make any cash contributions
to its U.S. qualified pension plan.
In 2023 and 2022, the Company made no contributions to its U.S. non-qualified pension plans. In 2023 and 2022, the Company made no discretionary
contributions to its U.K. Plan.
The Company does not currently anticipate contributing to the U.S. qualified pension plan during 2024. The Company anticipates contributing
approximately $2 million to the U.K. Plan and approximately $2 million to its other international plans during 2024. The level of 2024 and future
contributions will vary, and is dependent on a number of factors including investment returns, interest rate fluctuations, plan demographics, funding
regulations and the results of the final actuarial valuation.
Estimated Future Benefit Payments
The following table presents estimated future benefit payments:
(In millions)
2024
2025
2026
2027
2028
2027 to 2031
Total estimated future benefits payments
119
Pension Benefits
34
35
39
41
43
221
413
$
$
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8—Stock-Based Compensation
The stock-based compensation expense associated with the Hertz Holdings stock-based compensation plans is pushed down from Hertz Global and
recorded at Hertz.
2021 Omnibus Incentive Plan
During 2021, Hertz Global's Board approved the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan"). The Company
initially authorized 62,250,055 shares of its common stock pursuant to awards granted under the 2021 Omnibus Plan. In addition, beginning on June 30,
2022, and ending on June 20, 2031 (an “Evergreen Date”), the total authorized shares under the 2021 Omnibus Plan will automatically increase by a
number of shares equal to 2% of the total number of shares of the Company's common stock outstanding on the June 29th immediately preceding the
applicable Evergreen Date (the "Evergreen Increase"). Notwithstanding the foregoing, the Company's Board may act prior to the Evergreen Date of a
given year to provide that there will be no Evergreen Increase for such year, or that the increase for such year will be a lesser number of shares. As of
December 31, 2023, 51,394,974 shares of the Company's common stock are authorized and remain available for future grants under the 2021 Omnibus
Plan, which reflects application of the Evergreen Increase as prescribed by the 2021 Omnibus Plan in each of June 2022 and 2023. Vesting of the
outstanding equity awards is also subject to accelerated vesting as set forth in the 2021 Omnibus Plan.
A summary of the total employee compensation expense and related income tax benefits recognized for grants made under the 2021 Omnibus Plan is as
follows:
(In millions)
Employee compensation expense
Income tax benefit
Employee compensation expense, net
2023
Years Ended December 31,
2022
2021
$
$
85 $
(8)
77 $
129 $
(7)
122 $
7
(2)
5
As of December 31, 2023, there was $179 million of total unrecognized compensation cost expected to be recognized over the remaining 2.1 years, on a
weighted average basis, of the requisite service period that began on the grant dates of outstanding awards.
The 2021 Omnibus Plan provides for the award of stock options, stock appreciation rights ("SARs"), performance stock, PSUs, performance units
("PUs"), restricted stock, RSUs, share awards and deferred stock units to eligible recipients. Under the 2021 Omnibus Plan, the Compensation
Committee of the Board (the "Compensation Committee") has the authority to determine the eligible recipients to whom awards may be granted, the
types of awards and their terms or conditions. The Board exercises these rights for certain executive officers.
Stock Options and SARs
The 2021 Omnibus Plan provides that stock option grants may be either incentive stock options or non-statutory stock options, however, the Company
may not grant incentive stock options until such time as the plan has been approved by the Company's stockholders. Except in the case of replacement
awards, stock options will have an exercise price per share that is no less than fair market value of the Company's common stock on the stock option
grant date.
SARs may be granted to participants in tandem with stock options or on their own. Unless otherwise determined by the Compensation Committee or
Board at or after the grant date, tandem SARs will have substantially similar terms as the stock options with which they are granted. Generally, each SAR
will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Compensation
Committee or Board) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the SAR.
The Company accounts for stock options as equity-classified awards and recognizes compensation cost on a straight-line basis over the vesting period.
The value of each stock option award is estimated on the grant date using a Black-Scholes option valuation model that incorporates the assumptions
noted in the following table.
The Company calculates the expected volatility based on the historical movement of its share price.
Assumption
Expected volatility
Expected dividend yield
Expected term (years)
Risk-free interest rate
Weighted-average grant date fair value
A summary of stock option activity under the 2021 Omnibus Plan as of December 31, 2023 is presented below:
Options
Outstanding as of January 1, 2023
Granted
Exercised
Forfeited or Expired
Outstanding as of December 31, 2023
Exercisable as of December 31, 2023
Non-vested as of December 31, 2023
Weighted
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (years)
26.17
—
—
26.17
26.17
26.17
Shares
3,144,983 $
—
—
(713,480)
2,431,503
(1,722,398)
709,105
Grants
2021
75 %
— %
6
1.19 %
17.12
Aggregate Intrinsic
Value (In millions)
—
—
—
—
—
—
$
8.2 $
—
—
—
6.7
6.3
Performance Stock Awards, Performance Stock Units and Performance Units
PSAs, PSUs and PUs granted under the 2021 Omnibus Plan will vest based on the achievement of predetermined performance goals over performance
periods determined by the Compensation Committee or Board or upon the occurrence of certain events, as determined by the Compensation Committee
or Board. PSAs are awards of common stock that are subject to forfeiture until predetermined performance conditions have been achieved. A PSU is a
contractual right to receive a stated number of shares of common stock, or if provided by the Compensation Committee or Board on or after the grant
date, cash equal to the fair market value of such shares of common stock or any combination of shares of common stock and cash having an aggregate
fair market value equal to such stated number of shares of common stock, which right is forfeitable until the achievement of predetermined performance
conditions. PUs represent the right to receive a cash denominated award, payable in cash or shares of common stock or a combination thereof, and are
forfeitable until the achievement of predetermined performance conditions.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of the PSU activity as of December 31, 2023 under the 2021 Omnibus Plan is presented below:
(1)
Outstanding as of January 1, 2023
Granted
Vested
Forfeited or Expired
Outstanding as of December 31, 2023
(1) Presented assuming the issuance at the original target award amount (100%).
Shares
9,292,749 $
537,471
(560,518)
(166,964)
9,102,738
Weighted-
Average
Fair Value
Aggregate Intrinsic
Value (In millions)
17.62 $
17.25
18.56
18.53
17.52
143
—
—
—
95
Compensation expense for PSUs is based on the grant date fair value. For grants issued in 2023, vesting eligibility is based on market, performance and
service conditions of two to three years. Accordingly, the number of shares issued at the end of the performance period could range between 0% and
200% of the original target award amount (100%) disclosed in the table above.
Certain PSUs were valued on the grant date using a Monte Carlo simulation model that incorporates the assumptions noted in the following table:
Assumption
Expected volatility
Expected dividend yield
Expected term (years)
Risk-free interest rate
Weighted-average grant date fair value
Grants
2022
68 %
— %
5
1.71 %
17.61
$
As of December 31, 2023, there were no issued or outstanding grants of PSAs or PUs under the 2021 Omnibus Plan.
Restricted Stock and Restricted Stock Units
Restricted stock and RSUs granted under the 2021 Omnibus Plan vest based on a minimum period of service or the occurrence of events specified by
the Compensation Committee or Board. Restricted stock and RSUs are subject to forfeiture until vested. Compensation expense for RSUs is based on
the grant date fair value, and is recognized ratably over the vesting period. RSU grants issued in 2023 vest ratably over a period of primarily three to four
years.
A summary of RSU activity as of and for the year ended December 31, 2023 under the 2021 Omnibus Plan is presented below:
Outstanding as of January 1, 2023
Granted
Vested
Forfeited or Expired
Outstanding as of December 31, 2023
Shares
3,412,763 $
4,698,669
(1,300,465)
(496,403)
6,314,564
Weighted-
Average
Fair Value
Aggregate Intrinsic
Value (In millions)
20.82 $
13.87
20.76
20.27
15.71
53
—
—
—
66
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Additional information pertaining to RSU activity under the 2021 Omnibus Plan is as follows:
Total fair value of awards that vested (in millions)
Weighted-average grant-date fair value of awards granted
Deferred Stock Units
2023
Years Ended December 31,
2022
2021
$
$
27 $
13.87 $
49 $
19.94
—
26.17
Each deferred stock unit granted under the 2021 Omnibus Plan represents a contractual right to receive a stated number of shares of common stock of
the Company or if provided by the Compensation Committee or Board in accordance with the 2021 Omnibus Plan on or after the grant date, cash equal
to the fair value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to
such stated number of shares of common stock, on a specified future date. As of December 31, 2023 and 2022, there were approximately 114,000 and
68,000 outstanding shares, respectively, of deferred stock units under the 2021 Omnibus Plan.
Note 9—Leases
The Company enters into certain agreements as a lessor under which it rents vehicles and leases fleets to customers. The Company enters into certain
agreements as a lessee to rent real estate, vehicles and other equipment and to conduct its vehicle rental operations under concession agreements. If
any of the following criteria are met, the Company classifies the lease as a financing lease (as a lessee) or as a direct financing or sales-type lease (both
as a lessor):
•
•
•
•
•
The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;
The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;
The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the
last 25% of the economic life of the underlying asset;
The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or
The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company combines lease and non-lease components in its contracts under ASC 842, Lease Accounting ("Topic 842"), when permissible.
The following further describes the Company's leasing transactions.
Lessor
The Company's operating leases for vehicle rentals have rental periods that are typically short term (e.g., daily or weekly) and can generally be extended
for up to one month or terminated at the customer's discretion. Rental charges are computed on a limited or unlimited mileage rate, or on a time rate plus
a mileage charge. In connection with the vehicle rental, the Company offers supplemental equipment rentals (e.g., child seats and ski racks) which are
deemed lease components. The Company also offers value-added services in connection with the vehicle rental, which are deemed non-lease
components, such as loss or collision damage waiver, theft protection, liability and personal accident/effects insurance coverage, premium emergency
roadside service and satellite radio. Additionally, the Company charges for variable services primarily consisting of tolls, refueling and recharging during
the rental period, and for fees associated with the early or late termination of the vehicle lease. The Company
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
mitigates residual value risk of its revenue earning vehicles by utilizing manufacturer repurchase and guaranteed depreciation programs, using
sophisticated vehicle diagnostic and repair equipment to maintain the condition of its vehicles and through periodic reviews of vehicle depreciation rates
based on management's ongoing assessment of present and estimated future market conditions.
The following table summarizes the amount of operating lease income and other income included in total revenues in the accompanying consolidated
statements of operations for each of the years ended December 31, 2023, 2022 and 2021:
(In millions)
Operating lease income from vehicle rentals
Operating lease income from fleet leasing
Variable operating lease income
Revenue accounted for under Topic 842
Revenue accounted for under Topic 606
Total revenues
Lessee
As a lessee, the Company has the following types of operating leases:
2023
2022
2021
$
$
8,546 $
—
588
9,134
237
9,371 $
8,243 $
—
212
8,455
230
8,685 $
6,885
149
131
7,165
171
7,336
•
Concession agreements which grant the Company the right to conduct its vehicle rental operations at airports, hotels and train stations and to
use building space such as terminal counters and parking garages;
Real estate leases for its off airport vehicle rental locations and other premises;
Revenue earning vehicle leases; and
•
•
• Other equipment leases.
The Company's lease terms generally range from one month to thirty-five years and a number of agreements contain escalation clauses, which increase
the payment obligation based on a fixed or variable rate and renewal options. The length of renewals vary and may result in different payment terms.
Payment terms are based on fixed rates explicit in the lease, including guaranteed minimums and/or variable rates based on:
• Operating expenses, such as common area charges, real estate taxes and insurance;
•
•
A percentage of revenues or sales arising at the relevant premises; and/or
Periodic inflation adjustments.
The Company recognizes a right-of-use asset and lease liability in its accompanying consolidated balance sheets for leases with a term greater than
twelve months. Options to extend or terminate a lease are included in the Company's right-of-use asset and lease liability when it is reasonably certain
that such options will be exercised. The Company does not recognize right-of-use assets or lease liabilities for short-term leases (i.e., those with a term
of twelve months or less) and recognizes lease expense on a straight-line basis over the lease term, as applicable.
To determine the present value of its lease payments, the Company utilizes the interest rate implicit in the lease agreement. If the implicit interest rate
cannot be determined in the lease agreement, the Company utilizes the Company's collateralized incremental borrowing rate as of January 1, 2019, the
adoption date of Topic 842, or the commencement date of the lease, whichever is later.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the amount of lease costs incurred by the Company for each of the years ended December 31, 2023, 2022 and 2021:
(In millions)
Minimum fixed lease costs:
Short-term lease costs
Operating lease costs
Total
Variable lease costs
Total lease costs
2023
Years ended December 31,
2022
2021
$
$
92 $
543
635
339
974 $
142 $
438
580 $
334
914 $
171
449
620
165
785
The following summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's operating leases as a
lessee as of December 31, 2023:
Weighted-average remaining lease term (in years)
Weighted-average discount rate
10.9
8.9 %
The following table summarizes the Company's minimum fixed lease obligations under existing agreements as a lessee, excluding variable concession
obligations in excess of minimum annual guarantees and short-term leases, as of December 31, 2023:
(In millions)
2024
2025
2026
2027
2028
After 2028
Total lease payments
Interest
Operating lease liabilities as of December 31, 2023
Note 10—Income Tax (Provision) Benefit
$
$
554
454
373
309
250
1,535
3,475
(1,333)
2,142
The components of income (loss) before income taxes for the Company's domestic and foreign operations are as follows:
(In millions)
Domestic
Foreign
Total income (loss) before income taxes
2023
As of December 31,
2022
2021
$
$
180 $
106
286 $
2,120 $
329
2,449 $
710
(27)
683
Hertz Global
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Hertz
(In millions)
Domestic
Foreign
Total income (loss) before income taxes
The total income tax provision (benefit) consists of the following:
Hertz Global and Hertz
(In millions)
Current:
Federal
Foreign
State and local
Total current
Deferred:
Federal
Foreign
State and local
Total deferred
Total provision (benefit) - Hertz Global
Federal deferred tax (provision) benefit applicable to Hertz Holdings
Total provision (benefit) - Hertz
$
126
2023
As of December 31,
2022
2021
$
$
17 $
106
123 $
1,416 $
329
1,745 $
1,501
(27)
1,474
2023
As of December 31,
2022
2021
$
1 $
42
7
50
(348)
(33)
1
(380)
(330)
1
(329) $
— $
41
32
73
338
42
(63)
317
390
—
390 $
—
24
21
45
252
19
2
273
318
—
318
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The principal items of the U.S. and foreign net deferred tax assets and liabilities are as follows:
Hertz Global and Hertz
(In millions)
Deferred tax assets:
Employee benefit plans
Net operating loss carry forwards
Capital loss carryforwards
Federal and state tax credit carry forwards
Deferred interest expense
Accrued and prepaid expenses
Operating lease liabilities
Total deferred tax assets
Less: valuation allowance
Total net deferred tax assets
Deferred tax liabilities:
Depreciation on tangible assets
Intangible assets
Operating lease right-of-use assets
Total deferred tax liabilities
As of December 31,
2023
2022
$
19 $
1,741
3
343
240
172
544
3,062
(305)
2,757
(2,388)
(716)
(576)
(3,680)
(923)
(3)
(926) $
18
1,737
194
81
70
147
430
2,677
(511)
2,166
(2,297)
(714)
(456)
(3,467)
(1,301)
(3)
(1,304)
Net deferred tax liability - Hertz Global
Deferred tax asset - net operating loss applicable to Hertz Holdings
Net deferred tax liability - Hertz
$
Hertz Global and Hertz
In determining valuation allowances, an assessment of positive and negative evidence was performed regarding realization of the deferred tax assets.
This assessment included the evaluation of cumulative earnings and losses in recent years, scheduled reversals of deferred tax liabilities, the availability
of carryforwards and the remaining period of the respective carry forward, future taxable income and any applicable tax-planning strategies that are
available.
As of December 31, 2023, the Company has approximately $1.3 billion of tax-effected U.S. federal net operating loss carryforwards ("Federal NOLs"),
which have an indefinite carryforward period and may offset 80% of taxable income generate in any future year. The Company has approximately
$306 million of federal tax credits which begin expiring in 2037. The Company has approximately $185 million of tax-effected federal deferred interest
expense which has an indefinite carryforward period. The Company has not recorded a valuation allowance on its Federal NOLs, federal credits, or
deferred interest expense as there were adequate U.S. deferred tax liabilities that could be realized within the carry forward periods.
As of December 31, 2023, the Company has approximately $223 million of tax-effected state net operating loss carryforwards. Some of these net
operating losses have an indefinite carryforward period, and those that do not will begin to expire in 2024 if not utilized. These net operating losses are
offset, in part, by a valuation allowance totaling $83 million. The Company has approximately $36 million in state tax credits for which a full valuation
allowance is recorded. The state tax credits expire over various years beginning in 2028. The Company has approximately $40 million of tax-effected
deferred interest expense which has an indefinite carryforward period. The tax effected amounts for all state tax attributes are net of federal benefit.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2023, the Company has approximately $225 million of tax-effected foreign net operating loss carry forwards. Some of the net
operating losses have an indefinite carryforward period, and those that do not will begin to expire in 2035 if not utilized. These net operating losses are
offset, in part, by a valuation allowance totaling $152 million. The Company has no tax credits in foreign jurisdictions. The Company has approximately
$15 million of tax-effected foreign deferred interest which has an indefinite carryforward period. The deferred interest is offset, by a valuation allowance of
$15 million. The Company has approximately $3 million of tax-effected foreign capital loss carryforwards for which a full valuation allowance has been
recorded.
Due to the ownership changes before and upon emergence from Chapter 11, the utilization of the Company's federal, state and foreign NOLs may be
subject to limitations. Estimates of these limitations have been reflected in the tax provision.
The significant items in the reconciliation of the statutory and effective income tax rates consists of the following items in the table below. Percentages
are calculated from the underlying numbers in thousands, and as a result, may not agree to the amount when calculated in millions.
Hertz Global and Hertz
2023
Years Ended December 31,
2022
2021
Statutory federal tax rate
State and local income taxes, net of federal effect
Change in state rates, net of federal effect
Foreign tax rate differential
Change in foreign statutory rates
Federal and foreign permanent differences
Tax credits
Withholding taxes
Valuation allowance
Change in fair value of Public Warrants
Non-deductible bankruptcy expenses
European reorganization
Uncertain tax positions
U.S. tax on foreign earnings
Nondeductible officer compensation
Other
Effective tax rate - Hertz Global
(1)
Hertz Holdings exclusive items
Effective tax rate - Hertz
21 %
6
(3)
2
—
2
(70)
2
(73)
(14)
—
6
1
—
5
—
(115)
(153)
(268)%
21 %
4
—
—
—
1
(1)
1
(6)
(7)
—
—
—
1
1
1
16
6
22 %
21 %
7
2
—
(2)
1
(1)
1
11
22
15
(46)
12
2
—
2
47
(25)
22 %
(1) Represents the tax rate differential due to the exclusion of the change in fair value of Public Warrants from Hertz's income (loss) before income taxes.
The change in tax provision in 2023 compared to 2022 is driven by lower pre-tax income in 2023, benefits from EV credits generated in 2023, the release
of valuation allowances in 2023 primarily related to the characterization of the loss on the restructuring of European operations (as disclosed below) and
the non-taxable change in the fair value of Public Warrants.
The change in tax provision in 2022 compared to 2021 was primarily driven by improvements in financial performance in 2022, as well as the non-taxable
change in fair value of Public Warrants, the tax benefits associated with the restructuring in Europe recognized in 2021, the impact of changes in state
and foreign valuation allowances, and non-deductible bankruptcy costs incurred in 2021. Hertz Holdings exclusive items are comprised of transactions
specific to Hertz Holdings only.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Hertz Global and Hertz
(In millions)
Balance as of January 1
Increase (decrease) attributable to tax positions taken during prior periods
Increase (decrease) attributable to tax positions taken during the current year
Decrease attributable to settlements with taxing authorities
Balance as of December 31
2023
Years Ended December 31,
2022
2021
$
$
298 $
(192)
24
—
130 $
106 $
184
9
(1)
298 $
53
65
19
(31)
106
The total amount of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate is $11 million. Net, after-tax interest and
penalties related to tax liabilities are classified as a component of income tax in the accompanying consolidated statements of operations which were not
significant for the years ended December 31, 2023, 2022 and 2021. Net, after-tax interest and penalties were accrued as a component of tax in the
Company's consolidated balance sheet in the amount of $8 million and $7 million as of December 31, 2023 and 2022, respectively.
During 2021, as part of a restructuring of European operations, we generated a tax loss of approximately $1.3 billion, which was initially characterized as
a capital loss in the 2021 provision. On February 9, 2023, the Company and the IRS agreed to the amount and to the character of the loss as ordinary.
This resulted in a reduction in the amount of loss and a release of valuation allowances for a net benefit of $163 million in 2023.
The Company is subject to examination by taxing authorities throughout the world. The tax years that are open for examination span from 2010 to 2023.
Additionally, the Company is under audit in several U.S. states and other foreign jurisdictions, and it is reasonably possible that the amount of
unrecognized tax benefits may change as the result of the completion of ongoing examinations, the expiration of the statute of limitations or unforeseen
circumstances.
The Company's assumptions and estimates pertaining to uncertain tax positions require significant judgment. It is possible that the tax authorities could
challenge the Company's estimates and assumptions used to assess the tax benefits, and the actual amount of the tax benefits related to uncertain tax
positions may differ materially from these estimates.
The Company has provided for deferred taxes on undistributed earnings of foreign subsidiaries. However, it is not practicable to estimate the deferred
taxes on other differences on investments in foreign subsidiaries.
On December 15, 2022, the European Union ("EU") Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a
minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework.
The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A number of other countries have or are expected
to implement similar legislation with varying effective dates in the future. The Company is continuing to evaluate the potential impact on future periods of
the Pillar Two Framework, pending legislative adoption by additional individual countries.
Note 11—Financial Instruments
The Company employs established risk management policies and procedures, and, under the terms of our ABS facilities, may be required to enter into
interest rate derivatives, which seek to reduce the Company’s commercial risk exposure to fluctuations in interest rates and currency exchange rates.
Although the instruments utilized involve
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
varying degrees of credit, market and interest risk, the Company contracts with multiple counterparties to mitigate concentrations of risk and the
counterparties to the agreements are expected to perform fully under the terms of the agreements. The Company monitors counterparty credit risk,
including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and procedures will always
be effective. Additionally, upon the occurrence of an event of default under the Company’s International Swaps and Derivatives Association ("ISDA")
master derivative agreements, the non-defaulting party generally has the right, but not the obligation, to set-off any early termination amounts under any
such agreements against any other amounts owed with regard to any other agreements between the parties to each such agreement.
None of the Company's financial instruments have been designated as hedging instruments as of December 31, 2023 and 2022. The Company classifies
cash flows from financial instruments according to the classification of the cash flows of the economically hedged item(s).
Interest Rate Risk
The Company uses a combination of interest rate caps and swaps to manage its exposure to interest rate movements and to manage its mix of floating
and fixed-rate debt.
Currency Exchange Rate Risk
The Company uses foreign currency exchange rate derivative financial instruments to manage its currency exposure resulting from intercompany
transactions and other cross currency obligations.
Fair Value
The following table summarizes the estimated fair value of financial instruments:
(In millions)
Interest rate instruments
Foreign currency forward contracts
(2)
Total
Fair Value of Financial Instruments
Asset Derivatives
December 31,
(1)
Liability Derivatives
December 31,
(1)
2023
2022
2023
2022
$
$
10 $
5
15 $
140 $
1
141 $
— $
2
2 $
—
2
2
(1) All asset derivatives are recorded in prepaid expenses and other assets and all liability derivatives are recorded in accrued liabilities in the accompanying consolidated balance
sheets.
(2) The activity in 2023 is primarily due to net cash received on monthly settlements, including the sale of interest rate caps disclosed below.
The following table summarizes the gains or (losses) on financial instruments for the period indicated:
(In millions)
Interest rate instruments
Foreign currency forward contracts
Total
Location of Gain (Loss) Recognized on Derivatives
Amount of Gain (Loss) Recognized in Income on
Derivatives
Years Ended December 31,
2022
2023
2021
Vehicle interest expense, net
Selling, general and administrative expense
(1)
(2)
$
$
(6) $
8
2 $
127 $
(2)
125 $
3
2
5
(1) In 2021, $6 million of gains on interest rate instruments were recorded in other (income) expense, net, offset by $3 million of losses on interest rate instruments which were
recorded in selling, general and administrative expense.
(2) In 2022 and 2021, all gains (losses) on foreign currency forward contracts were recorded in other (income) expense, net.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In the first quarter of 2023, the Company sold certain of its interest rate caps resulting in a net gain of $10 million based on the recognition of a $98
million realized gain on the unwind, of which $88 million was previously unrealized.
The Company's foreign currency forward contracts and certain interest rate instruments are subject to enforceable master netting agreements with their
counterparties. The Company does not offset such derivative assets and liabilities in its consolidated balance sheets, and the potential effect of the
Company’s use of the master netting arrangements is not material.
Note 12—Fair Value Measurements
Under U.S. GAAP, entities are allowed to measure certain financial instruments and other items at fair value. The Company has not elected the fair value
measurement option for any of its assets or liabilities that meet the criteria for this option. Irrespective of the fair value option previously described, U.S.
GAAP requires certain financial and non-financial assets and liabilities of the Company to be measured on either a recurring basis or on a nonrecurring
basis.
Fair Value Disclosures
The fair value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in
cash, approximates the carrying values because of the short-term nature of these instruments.
Debt Obligations
The fair value of the debt facilities is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with
similar terms and average maturities (i.e., Level 2 inputs).
(In millions)
Non-Vehicle Debt
Vehicle Debt
Total
December 31, 2023
December 31, 2022
Nominal Unpaid Principal
Balance
Aggregate Fair Value
Nominal Unpaid Principal
Balance
Aggregate Fair Value
$
$
3,515 $
12,314
15,829 $
3,285 $
11,878
15,163 $
3,035 $
10,948
13,983 $
2,685
10,304
12,989
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the Company's cash equivalents, restricted cash equivalents and Public Warrants that are measured at fair value on a
recurring basis and are categorized using the fair value hierarchy as follows:
(In millions)
Assets:
Cash equivalents and restricted cash
equivalents
Liabilities:
Public Warrants
$
$
December 31, 2023
December 31, 2022
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
362 $
— $
— $
362 $
443 $
— $
— $
443
453 $
— $
— $
453 $
617 $
— $
— $
617
Cash Equivalents and Restricted Cash Equivalents
The Company’s cash equivalents and restricted cash equivalents primarily consist of investments in money market funds and bank money market and
interest-bearing accounts. The Company determines the fair value of cash
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
equivalents and restricted cash equivalents using a market approach based on quoted prices in active markets (i.e., Level 1 inputs).
Public Warrants
Hertz Global's Public Warrants are classified as liabilities and recorded at fair value in the accompanying consolidated balance sheets as of
December 31, 2023 and 2022 in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity ("Topic 480"). See Note 17, "Public
Warrants - Hertz Global," for further details. Upon issuance on the Effective Date, the initial fair value of the Public Warrants was $800 million. The
Company calculates the fair value based on the end-of-day quoted market price, a Level 1 input of the fair value hierarchy. For the years ended
December 31, 2023, 2022 and 2021, the fair value adjustments resulted in gains of $163 million and $704 million and a loss of $627 million, respectively,
and were recorded in change in fair value of Public Warrants in the accompanying consolidated statements of operations for Hertz Global.
Financial Instruments
The fair value of the Company's financial instruments as of December 31, 2023 and 2022 are disclosed in Note 11, "Financial Instruments." The
Company's financial instruments are classified as Level 2 assets and liabilities and are priced using quoted market prices for similar assets or liabilities in
active markets.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
In response to management's determination that the supply of EVs in the Company's fleet exceeded customer demand, elevated EV damage and
collision costs and a decline in residual values, the EV Disposal Group has been classified as held for sale as of December 31, 2023. The EV Disposal
Group has been recorded at the lower of carrying value or fair value (as determined using level 2 inputs) less costs to sell. See Note 4, "Revenue
Earning Vehicles," for additional information.
Note 13—Accumulated Other Comprehensive Income (Loss)
Changes in the accumulated other comprehensive income (loss) balance by component (net of tax) is as follows:
(In millions)
Balance as of January 1, 2023
Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive income
(loss)
Balance as of December 31, 2023
Pension and Other
Post-Employment
Benefits
Foreign Currency
Items
Unrealized Losses
from Currency
Translation
Adjustments on
Terminated Net
Investment Hedges
Accumulated Other
Comprehensive
Income (Loss)
(92) $
(6)
3
(95) $
(183) $
49
—
(134) $
(19) $
—
—
(19) $
(294)
43
3
(248)
$
$
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Pension and Other
Post-Employment
Benefits
Foreign Currency
Items
Unrealized Losses
from Currency
Translation
Adjustments on
Terminated Net
Investment Hedges
Accumulated Other
Comprehensive
Income (Loss)
$
$
(88) $
(10)
6
(92) $
(107) $
(76)
—
(183) $
(19) $
—
—
(19) $
(214)
(86)
6
(294)
(In millions)
Balance as of January 1, 2022
Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive income
(loss)
Balance as of December 31, 2022
Note 14—Contingencies and Off-Balance Sheet Commitments
Legal Proceedings
Self-Insured Liabilities
The Company is currently a defendant in numerous actions and has received numerous claims on which actions have not yet commenced for self-
insured liabilities arising from the operation of motor vehicles rented from the Company. The obligation for self-insured liabilities on self-insured U.S. and
international vehicles, as stated in the accompanying consolidated balance sheets, represents an estimate for both reported accident claims not yet paid
and claims incurred but not yet reported. The related liabilities are recorded on an undiscounted basis and are based on rental volume and actuarial
evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative
costs. As of December 31, 2023 and 2022, the Company's liability recorded for self-insured liabilities was $471 million and $472 million, of which
$336 million and $326 million relates to liabilities incurred by the Company's Americas RAC operations, respectively. The Company believes that its
analysis is based on the most relevant information available, combined with reasonable assumptions. The liability is subject to significant uncertainties.
The adequacy of the liability is monitored quarterly based on evolving accident claim history and insurance related state legislation changes. If the
Company's estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.
Loss Contingencies
From time to time the Company is a party to various legal proceedings, typically involving operational issues common to the vehicle rental business. The
Company has summarized below the material legal proceedings to which the Company was a party during the year ended December 31, 2023 or the
period after December 31, 2023, but before the filing of this 2023 Annual Report.
Make-Whole and Post-Petition Interest Claims - On July 1, 2021, Wells Fargo Bank, N.A., in its capacity as indenture trustee of (1) 6.250% Unsecured
Notes due 2022 (the "2022 Notes"), (2) 5.500% Unsecured Notes due 2024 (the "2024 Notes"), (3) 7.125% Unsecured Notes due 2026 (the "2026
Notes"), and (4) 6.000% Unsecured Notes due 2028 (the "2028 Notes") issued by The Hertz Corporation (collectively, the “Unsecured Notes”), filed a
complaint (the “Complaint”) against The Hertz Corporation and multiple direct and indirect subsidiaries thereof (collectively referred to in this summary as
“Defendants”). The filing of the Complaint initiated the adversary proceeding captioned Wells Fargo Bank, National Association v. The Hertz Corporation,
et al. in the United States Bankruptcy Court for the District of Delaware, Adv. Pro. No. 21-50995 (MFW). The Complaint seeks a declaratory judgment
that the holders of the Unsecured Notes are entitled to payment of certain redemption premiums and post-petition interest that they assert total
approximately $272 million or, in the alternative, are entitled to payment of post-petition interest at a contractual rate that they assert totals approximately
$125 million. The Complaint also asserts the right to pre-judgment interest from July 1, 2021, to the date of any judgment. On December 22, 2021, the
Bankruptcy Court dismissed Wells Fargo’s claims with respect to (i) the redemption premium allegedly owed on
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the 2022 and 2024 Notes and (ii) post-petition interest at the contract rate. On November 9, 2022, the Bankruptcy Court ruled that the make-whole
premium is the same as unmatured interest and is disallowed under the U.S. Bankruptcy Code, granting summary judgment in the Defendants’ favor.
The Bankruptcy Court certified the matter directly to the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) and, on January 25, 2023, the
Third Circuit accepted Wells Fargo’s appeal. The Third Circuit held oral argument for this appeal on October 25, 2023 and the parties are awaiting the
Third Circuit's decision. The Company cannot predict the ultimate outcome or timing of this litigation, however an adverse ruling by the Third Circuit,
followed by an entry of judgement against Hertz by the Bankruptcy Court could have a material adverse effect on the Company's financial condition,
results of operations or cash flows.
Claims Related to Alleged False Arrests - A group of claims involving allegations that the police detained or arrested individuals in error after the
Company reported rental cars as stolen were previously advanced against the Company. These claims first arose from actions allegedly taken by the
Company prior to its emergence from bankruptcy reorganization; some claims alleged post-emergence behavior by the Company. These claims have
been the subject of press coverage and the Company has received government inquiries on the matter. The Company has policies to help ensure the
proper treatment of its customers and to seek to protect itself against the theft of its services or assets, and has taken significant steps to modernize and
update those policies. In December 2022, the Company entered into settlement agreements with 364 claimants in full and final resolutions of their claims
for an aggregated amount of approximately $168 million (the "Settlement"), all of which amount was paid by the Company during December 2022. The
Settlement resolved nearly all of the false arrest-related claims being advanced in the U.S. Bankruptcy Court for the District of Delaware, Adv. Pro. No.
20-11247 (MFW) and state court in Delaware (captioned Flannery, et al. v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-07-100 and Okoasia, et al.
v. Hertz Global Holdings, Inc., et al., C.A. No. N22C-09-531). Also as a result of the Settlements, state court matters pending in Pennsylvania, captioned
Lovelace, et al. v. Hertz Global Holdings, Inc., et al., Case No. 220801729 , and in Florida, captioned Lizasoain, et al. v. Hertz Global Holdings, Inc., et al.,
Case No. 2022-015316-CA-1, were dismissed with prejudice. The Company continues to vigorously defend itself and believes that the ultimate resolution
of any remaining claims will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
Relatedly, in May 2022, the Company filed a complaint against several of its insurers seeking a determination of its rights under its commercial general
liability, and directors and officers liability, insurance policies for these alleged claims in a declaratory judgment action pending in Delaware Superior
Court, Hertz Global Holdings, Inc., et al. v. ACE American Insurance Co., et al., C.A. No. N22C-05-130 MMJ (CCLD)
. On June 30, 2023, Hertz entered
into a confidential settlement with ACE American Insurance Company. The case is ongoing against the remaining insurers.
Share Repurchase Program Litigation - On May 11, 2023, Angelo Cascia, a purported stockholder of Hertz Global, filed a putative class and derivative
lawsuit in the Delaware Court of Chancery against certain current directors of Hertz Global, Knighthead Capital Management, LLC, Certares
Opportunities LLC, and CK Amarillo LP. The claims in the complaint relate to the Company’s share repurchase programs approved in November 2021
and June 2022. Among other allegations, the plaintiff claims Board members breached their fiduciary duties in approving these share repurchase
programs, and that Knighthead, Certares, and CK Amarillo were unjustly enriched because they gained a majority stake in Hertz Global as a result of
share repurchases. Defendants’ motion to dismiss the complaint was filed on July 24, 2023. Plaintiff filed an answering brief on December 15, 2023.
The Company has established reserves for matters where the Company believes that losses are probable and can be reasonably estimated. Other than
the aggregate reserve established for claims for self-insured liabilities, none of those reserves are material. For matters where the Company has not
established a reserve, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably
estimated. These matters are subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is
possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or any of its subsidiaries involved.
Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the
Company's consolidated financial condition, results of operations or cash flows in any particular reporting period.
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Indemnification Obligations
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In the ordinary course of business, the Company has executed contracts involving indemnification obligations customary in the relevant industry and
indemnifications specific to a transaction such as the sale of a business. These indemnification obligations might include claims relating to the following:
environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial
contractual relationships and financial matters. Specifically, the Company has indemnified various parties for the costs associated with remediating
numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of
any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. In addition, Hertz entered
into customary indemnification agreements with Hertz Holdings and certain of the Company's stockholders and their affiliates pursuant to which Hertz
Holdings and Hertz will indemnify those entities and their respective affiliates, directors, officers, partners, members, employees, agents, representatives
and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of such entities and
certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. The Company has entered into
customary indemnification agreements with each of its directors and certain of its officers. Performance under these indemnification obligations would
generally be triggered by a breach of terms of the contract or by a third-party claim. In connection with the separation of the car rental business in 2016,
the Company executed an agreement with Herc Holdings Inc. that contains mutual indemnification clauses and a customary indemnification provision
with respect to liability arising out of or resulting from assumed legal matters. The Company regularly evaluates the probability of having to incur costs
associated with these indemnification obligations and has accrued for expected losses that are probable and estimable.
Note 15—Related Party Transactions
Other Relationships
In connection with its vehicle rental businesses, the Company enters into millions of rental transactions every year involving millions of customers. In
order to conduct those businesses, the Company also procures goods and services from thousands of vendors. Some of those customers and vendors
may be affiliated with members of the Company's Board. The Company believes that all such rental and procurement transactions involved terms no less
favorable to the Company than those that it believes would have been obtained in the absence of such affiliation. The Company's Audit Committee
oversees compliance through our Standards of Business Conduct, reviews conflicts of interest involving directors and determines whether to approve
each transaction that involves the Company or any of its affiliates, on one hand, and (directly or indirectly) a director or member of his or her family or any
entity managed by any such person, on the other hand.
Note 16—Equity and Earnings (Loss) Per Common Share – Hertz Global
Equity of Hertz Global Holdings, Inc.
As of December 31, 2023 and 2022, there were 100,000,000 shares of preferred stock authorized, par value $0.01 per share, and 1,000,000,000 shares
of Hertz Global common stock authorized, par value $0.01 per share.
Public Warrants
On the Effective Date, in accordance with the Plan of Reorganization, reorganized Hertz Global issued 89,049,029 Public Warrants. See Note 17 , "Public
Warrants - Hertz Global," for attributes of the Public Warrants, which are classified at fair value as a liability for financial reporting purposes under U.S.
GAAP.
Share Repurchase Programs for Common Stock
In November 2021, Hertz Global's independent Audit Committee recommended, and its Board approved, the 2021 Share Repurchase Program, which
was announced on November 29, 2021. In 2022, the Company completed the
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THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2021 Share Repurchase Program by repurchasing 80,677,021 shares of Hertz Global's common stock during the first half of 2022 at an average share
price of $19.74 for an aggregate purchase price of $1.6 billion. Under the completed 2021 Share Repurchase Program, a total of 97,783,047 shares of
Hertz Global common stock were repurchased for an aggregate purchase price of $2.0 billion.
In June 2022, Hertz Global's independent Audit Committee recommended, and its Board approved, the 2022 Share Repurchase Program that authorized
additional repurchases of up to an incremental $2.0 billion worth of shares of Hertz Global's outstanding common stock. The 2022 Share Repurchase
Program, announced on June 15, 2022, has no initial time limit, does not obligate Hertz Global to acquire any particular amount of common stock and
can be discontinued at any time. As of December 31, 2023, approximately $874 million remains available under the 2022 Share Repurchase Program.
Between inception and December 31, 2022, a total of 47,303,009 shares of Hertz Global's common stock were repurchased in open-market transactions
under the 2022 Share Repurchase Program at an average share price of $17.64 for an aggregate purchase price of $835 million. During the year ended
December 31, 2023, a total of 19,381,160 shares of Hertz Global's common stock were repurchased in open-market transactions at an average share
price of $15.01 for an aggregate purchase price of $291 million. Since inception of the 2022 Share Repurchase program a total of 66,684,169 shares of
Hertz Global's common stock have been repurchased in open-market transactions at an average share price of $16.88 for an aggregate purchase price
of $1.1 billion. There were no share repurchases after December 31, 2023 through the date of the filing of this 2023 Annual Report.
Common shares repurchased are included in treasury stock in the accompanying Hertz Global consolidated balance sheets as of December 31, 2023
and 2022. Hertz Global funded the share repurchases with available cash and dividend distributions from Hertz.
Any future repurchases will be made at the discretion of Hertz Global's management through a variety of methods, such as open-market transactions
(including pre-set trading plans pursuant to Rule 10b5-1 of the Exchange Act), privately negotiated transactions, accelerated share repurchases, and
other transactions in accordance with applicable securities laws. There can be no assurance as to the timing or number of shares of any repurchases.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share has been computed based upon the weighted-average number of common shares outstanding. Diluted earnings
(loss) per common share has been computed based upon the weighted-average number of common shares outstanding plus the effect of all potentially
dilutive common stock equivalents, including Public Warrants, computed using the treasury stock method, except when the effect would be anti-dilutive.
For the years ended December 31, 2023 and 2022, the diluted weighted-average shares outstanding included the dilutive impact of Public Warrants
where the Company assumed share settlement of the Public Warrants as of the beginning of the reporting period. Additionally, the Company removes the
change in fair value of Public Warrants when computing diluted earnings (loss) per common share, when the impact of Public Warrants is dilutive.
In connection with the repurchase of the Series A Preferred Stock by Hertz Global, the difference between the carrying value of the Series A Preferred
Stock and the redemption value paid by Hertz Global was deemed a dividend to the holders of the Series A Preferred Stock. As dividends represent
earnings that were not available to the holders of Hertz Global's common stock when computing basic and diluted earnings (loss) per common share,
they are reflected as an adjustment to net income (loss) available to common stockholders when computing basic and diluted earnings (loss) per common
share for Hertz Global for the year ended December 31, 2021.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
(In millions, except per share data)
Numerator:
(1)
Net income (loss) attributable to Hertz Global
(2)
Series A Preferred Stock deemed dividends
Net income (loss) available to Hertz Global common stockholders, basic
Change in fair value of Public Warrants
Net income (loss) available to Hertz Global common stockholders, diluted
Denominator:
Basic weighted-average common shares outstanding
Dilutive effect of stock options, RSUs and PSUs
Dilutive effect of Public Warrants
Diluted weighted-average common shares outstanding
Antidilutive Public Warrants
Antidilutive stock options, RSUs and PSUs
Total antidilutive
Earnings (loss) per common share:
Basic
Diluted
Years Ended December 31,
2022
2023
2021
616 $
—
616
(163)
452 $
2,059 $
—
2,059
(704)
1,355 $
313
1
11
326
—
6
6
379
1
23
403
—
6
6
366
(450)
(84)
—
(84)
315
—
—
315
14
1
15
1.97 $
1.39 $
5.43 $
3.36 $
(0.27)
(0.27)
$
$
$
$
(1) The table above is denoted in millions, excluding earnings (loss) per common share. Amounts are calculated from the underlying numbers in thousands, and as a result, may
not agree to the amounts shown in the table when calculated in millions.
(2) Reflects the difference between the carrying value of the Series A Preferred Stock and the redemption value paid by Hertz Global, including certain fees.
Note 17—Public Warrants - Hertz Global
The Company accounts for its Public Warrants in accordance with the provisions of Topic 480, under which the Public Warrants meet the definition of a
freestanding financial instrument. Although these are publicly traded warrants, they are classified as liabilities due to certain settlement provisions that are
only applicable in the event of change of control (as defined by the Public Warrant Agreement). The Public Warrants are recorded at fair value in the
accompanying consolidated balance sheets as of December 31, 2023 and 2022. See Note 12, "Fair Value Measurements."
The Public Warrants entitle the holders to receive one share of reorganized Hertz Global common stock upon exercise. The Public Warrants have a 30-
year term and are exercisable from the date of issuance until June 30, 2051, at which time any unexercised Public Warrants will expire, and the rights of
the holders to purchase reorganized Hertz Global common stock will terminate. The exercise price of the Public Warrants is subject to adjustment from
time to time upon any payment of cash dividends relating to reorganized Hertz Global's common stock and the occurrence of certain dilutive events as
described in the Public Warrant Agreement. As of December 31, 2023, the exercise price remains $13.80.
During the years ended December 31, 2023 and 2022, 48,965 and 245,959 Public Warrants were exercised, of which 31,034 and 60,661 were cashless
exercises and 17,931 and 185,298 were exercised for $13.80 per share, respectively. As of December 31, 2023, 82,737,554 Public Warrants remain
outstanding.
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Note 18—Segment Information
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company's chief operating decision maker assesses performance and allocates resources based upon the financial information for the Company's
reportable segments. The Company has identified two reportable segments, which are consistent with its operating segments and organized based on
the products and services provided and the geographic areas in which business is conducted, as follows:
•
•
Americas RAC - Rental of vehicles, as well as sales of value-added services, in the U.S., Canada, Latin America and the Caribbean; and
International RAC - Rental of vehicles, as well as sales of value-added services, in locations other than the U.S., Canada, Latin America and the
Caribbean.
In the second quarter of 2021, as a result of the Donlen Sale, as disclosed in Note 3, "Divestitures," the All Other Operations reportable segment, which
consisted primarily of the Company's former Donlen business, was no longer deemed a reportable segment.
In addition to its reportable segments and other operating activities, the Company has corporate operations ("Corporate") which includes general
corporate assets and expenses and certain interest expense (including net interest on non-vehicle debt). Corporate includes other items necessary to
reconcile the reportable segments to the Company's total amounts.
The following tables provide significant statement of operations and balance sheet information by reportable segment for each of Hertz Global and Hertz,
as well as Adjusted EBITDA, the measure used to determine segment profitability.
(In millions)
Revenues
Americas RAC
International RAC
Total reportable segments
All other operations
(1)
Total Hertz Global and Hertz
Depreciation of revenue earning vehicles and lease charges, net
Americas RAC
International RAC
(2)
Total Hertz Global and Hertz
Depreciation and amortization, non-vehicle assets
Americas RAC
International RAC
Total reportable segments
All other operations
Corporate
(1)
Total Hertz Global and Hertz
138
Years Ended December 31,
2022
2023
2021
7,722 $
1,649
9,371
—
9,371 $
1,775 $
264
2,039 $
125 $
11
136
—
13
149 $
7,280 $
1,405
8,685
—
8,685 $
553 $
148
701 $
114 $
13
127
—
15
142 $
6,215
985
7,200
136
7,336
343
154
497
166
16
182
2
12
196
$
$
$
$
$
$
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions)
Interest expense, net
Americas RAC
International RAC
Total reportable segments
All other operations
Corporate
(1)
Total Hertz Global and Hertz
Adjusted EBITDA
Americas RAC
International RAC
Total reportable segments
All other operations
Corporate
(1)
Total Hertz Global and Hertz
(In millions)
Revenue earning vehicles, net
Americas RAC
International RAC
(3)
Total Hertz Global and Hertz
Property and equipment, net
Americas RAC
International RAC
Total reportable segments
Corporate
Total Hertz Global and Hertz
Total assets
Americas RAC
International RAC
Total reportable segments
Corporate
Total Hertz Global
(4)
Corporate - Hertz
(4)
Total Hertz
$
$
$
$
Years Ended December 31,
2022
2021
2023
434 $
89
523
—
270
793 $
585 $
302
887
—
(326)
561 $
60 $
19
79
—
249
328 $
2,292 $
350
2,642
—
(337)
2,305 $
198
62
260
13
196
469
2,173
90
2,263
13
(146)
2,130
As of December 31,
2023
2022
$
$
$
$
$
$
12,450 $
2,201
14,651 $
501 $
73
574
97
671 $
19,252 $
4,245
23,497
1,108
24,605
(1)
24,604 $
10,813
1,682
12,495
482
64
546
91
637
17,645
3,638
21,283
1,214
22,497
(1)
22,496
(1) Substantially comprised of the Company's Donlen business, which was sold on March 30, 2021.
(2) For the year ended December 31, 2023, includes the write-down to carrying value of vehicles classified as held for sale, including the EV Disposal Group. See Note 4,
"Revenue Earning Vehicles."
(3) Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date, including the EV Disposal Group in 2023. See Note 4, "Revenue
Earning Vehicles."
(4) The consolidated total assets of Hertz Global and Hertz as of December 31, 2023 and 2022 include total assets of VIEs of $1.7 billion and $1.3 billion, respectively, which can
only be used to settle obligations of the VIEs. See "Pledges Related to Vehicle Financing" in Note 6, "Debt," for further information.
139
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions)
Revenue earning vehicles and non-vehicle capital assets
Americas RAC:
Expenditures
Proceeds from disposals
Net expenditures - Hertz Global and Hertz
International RAC:
Expenditures
Proceeds from disposals
Net expenditures - Hertz Global and Hertz
(1)
All other operations:
Expenditures
Proceeds from disposals
Net expenditures - Hertz Global and Hertz
Corporate:
Expenditures
Proceeds from disposals
Net expenditures - Hertz Global and Hertz
Years Ended December 31,
2022
2023
2021
$
$
$
$
$
$
$
$
(7,736) $
4,376
(3,360) $
(1,921) $
1,298
(623) $
— $
—
— $
(45) $
5
(40) $
(9,352) $
5,768
(3,584) $
(1,379) $
741
(638) $
— $
—
— $
(15) $
1
(14) $
(5,935)
2,137
(3,798)
(1,123)
626
(497)
(155)
70
(85)
(12)
1
(11)
(1) Substantially comprised of the Company's Donlen business, which was sold on March 30, 2021.
The Company operates in the U.S. and in international countries. International operations are substantially in Europe. The operations within major
geographic areas for each of Hertz Global and Hertz are summarized below:
(In millions)
Revenues
U.S.
International
Total Hertz Global and Hertz
(In millions)
Revenue earning vehicles, net
(1)
U.S.
International
Total Hertz Global and Hertz
Property and equipment, net
U.S.
International
Total Hertz Global and Hertz
2023
Years Ended December 31,
2022
2021
$
$
7,392 $
1,979
9,371 $
6,985 $
1,700
8,685 $
6,186
1,150
7,336
As of December 31,
2023
2022
$
$
$
$
11,980 $
2,671
14,651 $
577 $
94
671 $
10,427
2,068
12,495
558
79
637
140
Table of Contents
(In millions)
Total assets
U.S.
International
Total Hertz Global
U.S. - Hertz
Total Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31,
2023
2022
$
$
19,550 $
5,055
24,605
(1)
24,604 $
18,149
4,348
22,497
(1)
22,496
(1) Includes the carrying amount of vehicles classified as held for sale as of the respective balance sheet date, including the EV Disposal Group in 2023. See Note 4, "Revenue
Earning Vehicles."
Reconciliations of Adjusted EBITDA by reportable segment to consolidated amounts are summarized below:
Hertz Global
(In millions)
Adjusted EBITDA:
Americas RAC
International RAC
Total reportable segments
All other operations
Corporate
(2)
(1)
Total Hertz Global
Adjustments:
(4)
(3)
(6)
Non-vehicle depreciation and amortization
Non-vehicle debt interest, net
Vehicle debt-related charges
Restructuring and restructuring related charges
Reorganization items, net
Pre-reorganization charges and non-debtor financing charges
Gain from the Donlen Sale
Change in fair value of Public Warrants
Unrealized gains (losses) on financial instruments
Gain on sale of non-vehicle capital assets
Litigation settlements
Other items
(13)
(10)
(12)
(11)
(5)
(9)
(8)
Income (loss) before income taxes
Years Ended December 31,
2022
2021
2023
585 $
302
887
—
(326)
561
(149)
(238)
(42)
(17)
—
—
—
163
(117)
162
—
(37)
286 $
2,292 $
350
2,642
—
(337)
2,305
(142)
(169)
(35)
(45)
—
—
—
704
111
—
(168)
(112)
2,449 $
2,173
90
2,263
13
(146)
2,130
(196)
(185)
(72)
(76)
(677)
(42)
400
(627)
4
—
—
24
683
$
$
(7)
141
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions)
Adjusted EBITDA:
Americas RAC
International RAC
Total reportable segments
All other operations
Corporate
(2)
(1)
Total Hertz
Adjustments:
(4)
(3)
Non-vehicle depreciation and amortization
Non-vehicle debt interest, net
Vehicle debt-related charges
Restructuring and restructuring related charges
Reorganization items, net
Pre-reorganization charges and non-debtor financing charges
Gain from the Donlen Sale
Unrealized gains (losses) on financial instruments
Gain on sale of non-vehicle capital assets
Litigation settlements
Other items
(13)
(11)
(12)
(10)
(8)
(6)
(5)
Income (loss) before income taxes
Hertz
Years Ended December 31,
2022
2021
2023
$
$
585 $
302
887
—
(326)
561
(149)
(238)
(42)
(17)
—
—
—
(117)
162
—
(37)
123 $
2,292 $
350
2,642
—
(337)
2,305
(142)
(169)
(35)
(45)
—
—
—
111
—
(168)
(112)
1,745 $
2,173
90
2,263
13
(146)
2,130
(196)
(185)
(72)
(76)
(513)
(42)
400
4
—
—
24
1,474
(7)
(1) Substantially comprised of the Company's Donlen business, which was sold on March 30, 2021 as disclosed in Note 3, "Divestitures."
(2) Represents other reconciling items primarily consisting of general corporate expenses and non-vehicle interest expense, as well as other business activities.
(3)
In 2021, includes $8 million of loss on extinguishment of debt associated with the payoff and termination of the HIL Credit Agreement resulting from the implementation of the
Plan of Reorganization.
(4) Represents vehicle debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.
(5) Represents charges incurred under restructuring actions as defined in U.S. GAAP. Also includes restructuring related charges such as incremental costs incurred directly
supporting business transformation initiatives.
(6) Represents charges incurred associated with the filing of and the emergence from the Chapter 11 Cases, as disclosed in Note 19, "Reorganization Items, Net."
(7) Represents charges incurred prior to the filing of the Chapter 11 Cases comprised of preparation charges for the reorganization, such as professional fees. Also, includes certain
non-debtor financing and professional fee charges.
(8) Represents the net gain from the sale of the Company's Donlen business on March 30, 2021 as disclosed in Note 3, "Divestitures."
(9) Represents the change in fair value during the reporting period for Hertz Global's outstanding Public Warrants.
(10) Represents unrealized gains (losses) on derivative financial instruments. See Note 11, "Financial Instruments."
(11) Represents gain on sale of certain non-vehicle capital assets sold in March 2023. See Note 3, "Divestitures."
(12) Represents payments made for the settlement of certain claims related to alleged false arrests. See Note 14, "Contingencies and Off-Balance Sheet Commitments."
(13) Represents miscellaneous items. For 2023, primarily includes certain IT-related costs, charges for certain storm-related vehicle damages and certain professional fees and
charges related to the settlement of bankruptcy claims, partially offset by a loss recovery settlement. For 2022, primarily includes certain bankruptcy claims, certain professional
fees and charges related to the settlement of bankruptcy claims and certain non-cash stock-based compensation charges. For 2021, primarily includes $100 million associated
with the suspension of depreciation during the first quarter for the Donlen business while classified as held for sale, partially offset by $17 million for certain professional fees,
$14 million of charges related to the settlement of bankruptcy claims, charges for a multiemployer pension plan withdrawal liability and letter of credit fees.
142
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 19—Reorganization Items, Net
The Debtors incurred incremental costs as a result of the Chapter 11 Cases and settlement of liabilities under the Plan of Reorganization which were
recorded as reorganization items, net in the accompanying consolidated statements of operations for the year ended December 31, 2021.
The following tables summarize reorganization items, net:
Hertz Global
(1)
(In millions)
Professional fees and other bankruptcy related costs
Loss on extinguishment of debt
Backstop fee
(2)
Breakup fee
Contract settlements
Cancellation of share-based compensation grants
Net gain on settlement of liabilities subject to compromise
Other, net
Reorganization items, net
Hertz
(In millions)
Professional fees and other bankruptcy related costs
Loss on extinguishment of debt
Breakup fee
Contract settlements
Cancellation of share-based compensation grants
Net gain on settlement of liabilities subject to compromise
Other, net
(1)
(2)
Reorganization items, net
Year Ended December 31,
2021
$
$
257
191
164
77
25
(10)
(22)
(5)
677
Year Ended December 31,
2021
$
$
257
191
77
25
(10)
(22)
(5)
513
(1) Includes loss on extinguishment of debt resulting from the implementation of the Plan of Reorganization on the Effective Date. Primarily composed of write-offs of unamortized
deferred loan origination costs and early termination fees associated with terminated debt agreements. See Note 6, "Debt," for further information.
(2) Breakup fee paid to prior plan sponsors and certain of their respective affiliates and holders of certain notes upon emergence from Chapter 11 in accordance with an equity
purchase and commitment agreement entered into in April 2021, which was subsequently terminated.
Cash payments during the year ended December 31, 2021 totaled $485 million. As of December 31, 2021, $25 million was recorded in accounts payable
in the accompanying consolidated balance sheet, which was paid through the claim settlement process during the first half of 2022.
143
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SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY BALANCE SHEETS
(In millions, except par value and share data)
December 31,
2023
2022
Cash and cash equivalents
Restricted cash and cash equivalents
Total cash and cash equivalents and restricted cash and cash equivalents
ASSETS
Non-vehicle receivables, net of allowance
Prepaid expenses and other assets
Investments in subsidiaries, net
Deferred income taxes, net
LIABILITIES AND STOCKHOLDERS' EQUITY
Total assets
Accrued liabilities
Accrued taxes, net
Public Warrants
Total liabilities
Stockholders' equity:
Preferred stock, $0.01 par value, no shares issued and outstanding
Common stock, $0.01 par value, 479,990,286 and 478,914,062 shares issued, respectively, and 305,178,242
and 323,483,178 shares outstanding, respectively
Additional paid-in capital
Retained earnings (Accumulated deficit)
Accumulated other comprehensive income (loss)
Equity before treasury stock
Treasury stock, at cost, 174,812,044 and 155,430,884 common shares as of December 31, 2023 and 2022,
respectively
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
$
— $
—
—
—
1
3,543
3
3,547 $
— $
2
453
455
—
5
6,405
360
(248)
6,522
(3,430)
3,092
3,547 $
—
—
—
—
1
3,279
3
3,283
21
617
638
—
5
6,326
(256)
(294)
5,781
(3,136)
2,645
3,283
The accompanying notes are an integral part of these financial statements.
144
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SCHEDULE I (Continued)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
(In millions)
Years Ended December 31,
2022
2021
2023
$
— $
— $
—
Revenues
Expenses:
Reorganization items, net
Change in fair value of Public Warrants
Total expenses
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries
Income tax (provision) benefit
Equity in earnings (losses) of subsidiaries, net of tax
Net income (loss)
Series A Preferred Stock deemed dividends
Net income (loss) available to Hertz Holdings common stockholders
$
—
(163)
(163)
163
1
452
616
—
616 $
—
(704)
(704)
704
—
1,355
2,059
—
2,059 $
164
627
791
(791)
—
1,157
366
(450)
(84)
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Net income (loss)
Total other comprehensive income (loss)
Total comprehensive income (loss)
Years Ended December 31,
2022
2023
2021
$
$
616 $
46
662 $
2,059 $
(80)
1,979 $
366
(2)
364
The accompanying notes are an integral part of these financial statements.
145
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SCHEDULE I (Continued)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF CASH FLOWS
(In millions)
Net cash provided by (used in) operating activities
Cash flows from financing activities:
Proceeds from Plan Sponsors
Proceeds from 2021 Rights Offering, net
Contributions to Hertz
Proceeds from exercises of Public Warrants
Proceeds from issuance of preferred stock, net
Distributions to common stockholders
Share repurchases
Repurchase of preferred stock
Dividends from Hertz
Other
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
during the period
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period
Cash and cash equivalents and restricted cash and cash equivalents at end of period
$
The accompanying notes are an integral part of these financial statements.
146
2023
$
Years Ended December 31,
2022
3 $
— $
—
—
—
—
—
—
(315)
—
321
(9)
(3)
—
—
—
3
—
—
(2,461)
—
2,477
(20)
(1)
—
—
— $
(1)
1
— $
2021
—
2,781
1,639
(5,642)
77
1,433
(239)
(654)
(1,883)
2,470
(9)
(27)
(27)
28
1
Table of Contents
SCHEDULE I (Continued)
HERTZ GLOBAL HOLDINGS, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
Note 1—Background and Basis of Presentation
Hertz Global Holdings, Inc. was incorporated in Delaware in 2015 and wholly owns Rental Car Intermediate Holdings, LLC which wholly owns Hertz,
Hertz Global's primary operating company.
These condensed parent company financial statements reflect the activity of Hertz Holdings as the parent company to Hertz and have been prepared in
accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Hertz exceed 25% of the consolidated net assets of Hertz
Holdings. This information should be read in conjunction with the consolidated financial statements of Hertz Global included in this 2023 Annual Report
under the caption Item 8, "Financial Statements and Supplementary Data."
Note 2—Dividends
In 2023 and 2022, $321 million and $2.5 billion in cash dividends were paid by Hertz to Hertz Holdings to fund common stock repurchases, respectively.
In 2021, $2.5 billion in cash dividends were paid by Hertz to Hertz Holdings to fund preferred stock and common stock share repurchases. Additionally, in
December 2021, a $65 million tax-related liability for a loan due from Hertz to Hertz Holdings was settled via a non-cash distribution. There were no non-
cash dividends paid by Hertz in 2023, 2022 or 2021.
Note 3—Share Repurchases
For a discussion of the share repurchase programs of Hertz Holdings, refer to Note 16, "Equity and Earnings (Loss) Per Common Share – Hertz Global"
to the Notes to its consolidated financial statements in this 2023 Annual Report under the caption Item 8, "Financial Statements and Supplementary
Data." In 2023 and 2022, Hertz Holdings repurchased 19,381,160 shares and 127,980,030 shares, for $291 million and, $2.4 billion, respectively. There
were no share repurchases after December 31, 2023 through the filing of this 2023 Annual Report. These amounts are included in treasury stock in the
accompanying parent-only balance sheets of Hertz Holdings as of December 31, 2023 and 2022.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
(In millions)
Receivables allowances:
Year ended December 31, 2023
Year ended December 31, 2022
Year ended December 31, 2021
Tax valuation allowances:
Year ended December 31, 2023
Year ended December 31, 2022
Year ended December 31, 2021
(1) Amounts written off, net of recoveries.
(2) Activity represents the release of a valuation allowance.
Balance at
Beginning of
Period
Additions
Charged to
Expense
Translation
Adjustments
Deductions
Balance at
End of Period
$
$
45 $
50
46
511 $
690
651
93 $
57
125
22 $
—
78
$
—
—
—
10 $
(33)
(39)
$
$
(91)
(62)
(121)
(1)
(1)
(1)
(2)
(2)
(238)
(146)
—
47
45
50
305
511
690
148
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
HERTZ GLOBAL HOLDINGS, INC.
Evaluation of Disclosure Controls and Procedures
Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this 2023 Annual Report. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, the Company’s disclosure controls and procedures were
effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f).
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be
prevented or detected on a timely basis by internal control over financial reporting. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this inherent risk.
Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial
reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO") in Internal Control - Integrated Framework (2013). Based on this assessment, management has concluded that we
did maintain effective internal control over financial reporting as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent
registered public accounting firm, as stated in their report, which appears in this 2023 Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2023, that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
HERTZ CORPORATION
Evaluation of Disclosure Controls and Procedures
Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 9A. CONTROLS AND PROCEDURES (Continued)
this 2023 Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31,
2023, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding
required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f).
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be
prevented or detected on a timely basis by internal control over financial reporting. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this inherent risk.
Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial
reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by COSO in Internal Control - Integrated
Framework (2013). Based on this assessment, management has concluded that we did maintain effective internal control over financial reporting as of
December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent
registered public accounting firm, as stated in their report, which appears in this 2023 Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2023, that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) entered into any (i) contract or
written plan for the purchase or sale of securities of Hertz Global intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the
Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Hertz Global
PART III
The information required by Item 10 with respect to Hertz Global, other than the executive officers of Hertz Global, which information is contained in Part
1 of this 2023 Annual Report, is incorporated by reference to the definitive proxy statement relating to the Annual Meeting of Stockholders of Hertz
Global. We intend to file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered
by this 2023 Annual Report.
Hertz
As disclosed in the Explanatory Note to this 2023 Annual Report, Hertz Global indirectly owns 100% of the common stock of Hertz. As a wholly-owned
subsidiary, Hertz is not a listed company, is managed together with Hertz Global and is subject to Hertz Global’s policies and procedures.
Directors and Executive Officers of Hertz
The Board of Hertz is comprised of Stephen M. Scherr, Alexandra Brooks and Justin Keppy, each an executive officer of Hertz Global. The common
stock of Hertz is not listed on any national securities exchange and, therefore, is not required to have independent directors on its board, nor is it required
to have any committees of its board, including an audit committee, compensation committee, or nominating and governance committee.
The executive officers of Hertz are the same individuals as the executive officers of Hertz Global.
Information about the individuals serving as members of the Board and as executive officers of Hertz can be found in Part I of this 2023 Annual Report
under “Executive Officers of the Registrant.”
Code of Ethics
Hertz and Hertz Global have adopted Standards of Business Conduct (Code of Ethics) that apply to all employees, including executive officers, and to
directors. The Code of Ethics is available on the Corporate Governance page of Hertz Global’s website at https://ir.hertz.com/corporate-governance. If
any provision of the Code of Ethics is amended or waived with respect to any principal executive officer, principal financial officer, principal accounting
officer or any person performing similar functions, information with respect to any such waiver or amendment will be posted, if required, on the website
set forth above rather than by filing a Current Report on Form 8-K.
Audit Committee Financial Expert
As disclosed above, Hertz is not required to have an audit committee of its Board. The full Board of Hertz fulfills the duties of an audit committee.
Although the Hertz Board has not designated any of its members as an audit committee financial expert, Ms. Brooks, who serves as Hertz Global’s
Executive Vice President and Chief Financial Officer, is a member of the Board of Hertz and meets the requirements under SEC rules and regulations for
an “audit committee financial expert.”
ITEM 11. EXECUTIVE COMPENSATION
Hertz Global
The information required by Item 11 with respect to Hertz Global is incorporated by reference to the definitive proxy statement referenced above in
Item 10.
151
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 11. EXECUTIVE COMPENSATION (Continued)
Hertz
The executive officers of Hertz are also the executive officers of Hertz Global and do not receive any compensation in addition to their compensation as
executive officers of Hertz Global. Additionally, as noted above, the Board of Hertz is not required to have, and does not have, a compensation
committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Hertz Global
The information required by Item 12 with respect to Hertz Global is incorporated by reference to the definitive proxy statement referenced above in
Item 10.
Hertz
Hertz Global owns 100% of Hertz’s issued and outstanding common stock. None of Hertz’s executive officers or directors owns any equity securities of
Hertz and Hertz does not maintain any equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Hertz Global
The information required by Item 13 with respect to Hertz Global is incorporated by reference to the definitive proxy statement referenced above in
Item 10.
Hertz
See Note 15, "Related Party Transactions, " to the Notes to the Company's consolidated financial statements in this 2023 Annual Report under the
caption Item 8, "Financial Statements and Supplementary Data" for information related to certain relationships and transactions that existed or that Hertz
has entered into with related persons in 2023.
See Item 10. Directors, Executive Officers and Corporate Governance, for information required by Item 407(a) of Regulation S-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees and services performed by Ernst & Young LLP, Hertz Global and Hertz's principal accounting firm during fiscal years 2023 and 2022, were as
follows:
(1)
(In millions)
Audit fees
Audit-related fees
Tax fees
All other fees
(2)
Total
2023
2022
$
$
12 $
2
—
—
14 $
10
1
—
—
11
(1) Audit fees were for services rendered in connection with (i) the audit of the financial statements included in the Hertz Global and Hertz Annual Reports, (ii) reviews of the
financial statements included in the Hertz Global and Hertz Quarterly Reports on Form 10-Q, (iii) attestation of the effectiveness of internal controls over financial reporting for
Hertz Global and Hertz, (iv) statutory audits and (v) providing comfort letters in connection with our financing transactions.
(2) Audit-related fees were for services rendered in connection with due diligence and assurance services and employee benefit plan audits.
152
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES (continued)
Audit Committee Pre-Approval Policies and Procedures
The Hertz Global Audit Committee charter requires the Audit Committee to pre-approve all audit and permitted non-audit services to be performed by our
independent registered public accounting firm, and the Audit Committee annually adopts a pre-approval policy setting forth the types of services and
amounts subject to pre-approval for the fiscal year. The Audit Committee is also permitted to delegate pre-approval authority to the Chair of the Audit
Committee, who must then provide a report to the full Audit Committee at its next scheduled meeting. All audit and non-audit fees were pre-approved by
the Audit Committee in 2023.
153
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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this 2023 Annual Report:
(a)
1. Financial Statements:
Our financial statements filed herewith are set forth in Part II, Item 8 of this 2023 Annual Report as follows:
(A) Hertz Global Holdings, Inc. and Subsidiaries—
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(B) The Hertz Corporation and Subsidiaries—
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules:
Our financial statement schedules filed herewith are set forth in Part II, Item 8 of this 2023 Annual Report as follows
(A) Hertz Global Holdings, Inc.—Schedule I—Condensed Financial Information of Registrant
(B) Hertz Global Holdings, Inc. and Subsidiaries and The Hertz Corporation and Subsidiaries-Schedule II—Valuation and
:
(a)
Qualifying Accounts
(a) Omitted schedules are not applicable
3. Exhibits:
The attached list of exhibits in the “Exhibit Index” immediately preceding the signature page to this 2023 Annual Report is
filed as part of this 2023 Annual Report and is incorporated herein by reference in response to this item.
154
Page
74
82
83
84
85
86
94
78
88
89
90
91
92
94
144
148
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
Exhibit Number
2.1
2.2
3.1
3.2
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
3.2.1
Hertz
3.2.2
Hertz
3.3
3.4
4.1
4.2
4.2.1
4.2.2
Hertz Holdings
Hertz
Hertz Holdings
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
EXHIBIT INDEX
Description
Separation and Distribution Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc. and
Herc Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Hertz
Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
Second Modified Third Amended Chapter 11 Plan of Reorganization of The Hertz Corporation and Its Deb tor
Affiliates, dated as of June 10, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-
K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed
on June 16, 2021).
Second Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc. (incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665)
and The Hertz Corporation (File No. 001-07541), as filed on July 7, 2021).
Restated Certificate of Incorporation, dated April 30, 1997, of The Hertz Corporation ( incorporated by
reference to Exhibit 3(a) to the Current Report on Form 8-K of The Hertz Corporation (File No. 001-07541), as
filed on May 1, 1997).
Certificate of Amendment, dated May 2, 2001, of Restated Certificate of Incorporation of The Hertz
Corporation (incorporated by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q of The Hertz
Corporation (File No. 001-07541), as filed on August 7, 2001).
Certificate of Amendment, dated November 20, 2006, of Restated Certificate of Incorporation of The Hertz
Corporation (incorporated by reference to Exhibit 3.1.1 to Amendment No. 3 to the Registration Statement on
Form S-4 of The Hertz Corporation (File No. 333-138493), as filed on December 4, 2006).
Second Amended and Restated Bylaws of Hertz Global Holdings, Inc. (incorporated by reference to Exhibit 3.2
to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz
Corporation (File No. 001-07541), as filed on July 7, 2021).
Amended and Restated By-Laws of The Hertz Corporation, effective May 15, 2013 (incorporated by reference
to Exhibit 3.2 to the Current Report on Form 8-K of The Hertz Corporation (File No. 001-07541), as filed on
May 17, 2013).
Description of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by
reference to Exhibit 4.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on February 23, 2022).
Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the Subsidiary
Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File
No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on November 23, 2021).
First Supplemental Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer, the
Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as Trustee,
relating to the 4.625% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Current Report
on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-
07541), as filed on November 23, 2021).
Second Supplemental Indenture, dated as of November 23, 2021, among The Hertz Corporation, as Issuer,
the Subsidiary Guarantors from time to time parties thereto and Computershare Trust Company, N.A., as
Trustee, relating to the 5.000% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current
Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No.
001-07541), as filed on November 23, 2021).
155
Table of Contents
Exhibit Number
4.3
4.3.1
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX (Continued)
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Global
Holdings
Hertz Holdings
Hertz
Description
Base Indenture, dated as of June 29, 2021, between Hertz Vehicle Financing III LLC, as issuer, and The Bank
of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.7 to the Current
Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File
No. 001-07541), as filed on July 7, 2021).
Amendment No. 1 dated June 27, 2022 to Base Indenture, dated as of June 29, 2021, between Hertz Vehicle
Financing III LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee (incorporated
by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on July 28, 2022).
Second Amended and Restated Series 2021-A Supplement, dated as of June 28, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, Deutsche Bank AG, New York Branch,
as program agent, the several committed note purchasers party thereto, the several conduit investors party
thereto, the several funding agents for the investor groups party thereto and The Bank of New York Mellon
Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541) as filed
June 28, 2023).
Amended and Restated Series 2021-1 Supplement, dated as of October 20, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust
Company, N.A., as trustee.*
Amended and Restated Series 2021-2 Supplement, dated as of October 20, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust
Company, N.A., as trustee.*
Amended and Restated Series 2022-1 Supplement, dated as of October 20, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust
Company, N.A., as trustee.*
Amended and Restated Series 2022-2 Supplement, dated as of October 20, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust
Company, N.A., as trustee.*
Amended and Restated Series 2022-3 Supplement, dated as of October 20, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust
Company, N.A., as trustee.*
Amended and Restated Series 2022-4 Supplement, dated as of October 20, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust
Company, N.A., as trustee.*
Amended and Restated Series 2022-5 Supplement, dated as of October 20, 2023, among Hertz Vehicle
Financing III LLC, as issuer, The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust
Company, N.A., as trustee.*
Series 2023-1 Supplement, dated as of March 2, 2023, among Hertz Vehicle Financing III LLC, as issuer, The
Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on March 2, 2023).
Series 2023-2 Supplement, dated as of March 2, 2023, among Hertz Vehicle Financing III LLC, as issuer, The
Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on March 2, 2023).
Series 2023-3 Supplement, dated as of August 24, 2023, among Hertz Vehicle Financing III LLC, as issuer,
The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on August 24, 2023).
156
Table of Contents
Exhibit Number
4.15
4.16
Hertz Holdings
Hertz
Hertz Holdings
Hertz
4.16.1
Hertz Holdings
Hertz
4.17
4.18
Hertz Holdings
Hertz
Hertz Holdings
Hertz
4.18.1
Hertz Holdings
Hertz
4.18.2
Hertz Holdings
Hertz
4.18.3
Hertz Holdings
Hertz
4.18.4
Hertz Holdings
Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX (Continued)
Description
Series 2023-4 Supplement, dated as of August 24, 2023, among Hertz Vehicle Financing III LLC, as issuer,
The Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on August 24, 2023).
Master Motor Vehicle Operating Lease and Servicing Agreement dated as of June 29, 2021, among Hertz
Vehicle Financing III LLC, as lessor, The Hertz Corporation, as a lessee, servicer and guarantor, DTG
Operations, Inc., as a lessee, and those permitted lessees from time to time party thereto (incorporated by
reference to Exhibit 10.8 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on July 7, 2021).
Amendment No. 1 dated June 27, 2022 to Master Motor Vehicle Operating Lease and Servicing Agreement
dated as of June 29, 2021, among Hertz Vehicle Financing III LLC, as lessor, The Hertz Corporation, , as a
lessee, servicer and guarantor, DTG Operations, Inc. as lessee, and those permitted lessees from time to time
party thereto (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Hertz Global
Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on July 28,
2022).
Administration Agreement, dated as of June 29, 2021, among Hertz Vehicle Financing III LLC, as issuer, The
Hertz Corporation, as administrator, and The Bank of New York Mellon Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on July 7, 2021).
Amended and Restated Issuer Facility Agreement, as amended and restated on September 22, 2023, by and
among International Fleet Financing No. 2 B.V., Hertz Europe Limited, Credit Agricole Corporate and
Investment Bank, certain committed note purchasers, conduit investors and funding agents named therein,
and BNP Paribas Trust Corporation UK Limited (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K/A of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No.
001-07541), as filed on September 26, 2023).
Amended and Restated Performance Guarant ee and Indemnity Deed, dated as of December 20, 2022, by and
among The Hertz Corporation, Stuurgroep Fleet (Netherlands) B.V., RAC Finance S.A.S., Hertz Fleet Limited,
Stuurgroep Fleet (Netherlands) B.V., Sucursal en Espana, and BNP Paribas Trust Corporation UK Limited
(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on December 22, 2022).
Amended and Restated Dutch Master Lease and Servicing Agreement, amended and restated on September
22, 2023, by and among Stuurgroep Fleet (Netherlands) B.V., Hertz Automobielen Nederland B.V., those
Permitted Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK
Limited (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Hertz Global
Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on October 26,
2023).
Amended and Restated French Master Lease and Servicing Agreement, amended and restated on September
22, 2023, by and among RAC Finance SAS., Hertz France SAS., those Permitted Lessees from time to time
becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited (incorporated by reference to
Exhibit 10.5 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-37665) and The
Hertz Corporation (File No. 001-07541), as filed on October 26, 2023).
Amended and Restated German Master Lease and Servicing Agreement, amended and restated on
September 22, 2023, by and among Hertz Fleet Limited, Hertz Autovermietung GMBH, those Permitted
Lessees from time to time becoming Lessees thereunder, and BNP Paribas Trust Corporation UK Limited
(incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on October 26, 2023).
157
Table of Contents
Exhibit Number
4.18.5
Hertz Holdings
Hertz
4.18.6
Hertz Holdings
Hertz
4.18.7
Hertz Holdings
Hertz
10.1
10.2
10.3
10.4
10.5
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
10.5.1
Hertz Holdings
Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX (Continued)
Description
Italian Master Lease Agreement dated as of December 20, 2022, by and among IFM SPV S.R.L., Hertz Italiana
S.R.L., those Permitted Lessees from time to time becoming Lessees thereunder, Hertz Fleet Italiana S.R.L.,
International Fleet Financing No. 2 B.V., and Banca Finanziaria Internationazionale S.P.A. (incorporated by
reference to Exhibit 4.14.5 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on February 7, 2023).
Amended and Restated Spanish Master Lease and Servicing Agreement, amended and restated on
September 22, 2023, by and among Stuurgroep Fleet (Netherlands) B.V., Stuurgroep Fleet (Netherlands) B.V.,
Sucursal en Espana, Hertz de Espana, S.L.U., those Permitted Lessees from time to time becoming Lessees
thereunder, and BNP Paribas Trust Corporation UK Limited.* (incorporated by reference to Exhibit 10.7 to the
Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation
(File No. 001-07541), as filed on October 26, 2023).
Amended and Restated Master Definitions and Constructions Agreement, amended and restated on
September 22, 2023, by and among International Fleet Financing No. 2 B.V., Hertz Automobielen Nederland
B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SL,
Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas, BNP Paris, Italian Branch,
BNP Paribas S.A., Hertz Italiana S.R.L., IFM SPV S.R.L., Hertz Fleet Italiana S.R.L., Credit Agricole Corporate
and Investment Bank, Hertz Europe Limited, The Hertz Corporation, BNP Paribas, Luxembourg Branch, TMF
SFS Management BV, TMF France Management SARL, TMF France SAS, KPMG Advisory SAS., BNP
Paribas Trust Corporation UK Limited, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands
Branch, Banca Nazionale Del Lavoro S.P.A., Sanne Trustee Services Limited, certain committed note
purchasers, conduit investors and funding agents named therein, Hertz Holdings Netherlands 2 B.V. and Hertz
International Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A of Hertz
Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on
September 26, 2023).
Tax Matters Agreement, dated June 30, 2016, by among Herc Holdings Inc., The Hertz Corporation, Herc
Rentals Inc. and Hertz Global Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report
on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
Employee Matters Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc. and Herc
Holdings Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global
Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
Stock and Asset Purchase Agreement by and between Hertz Global Holdings, Inc. , Donlen Corporation, certain
subsidiaries of Donlen Corporation and Freedom Acquirer LLC, dated November 25, 2020 (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665)
and The Hertz Corporation (File No. 001-07541), as filed on November 30, 2020).
Warrant Agreement, dated as of June 30, 2021, by and between Hertz Global Holdings, Inc. and
Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665)
and The Hertz Corporation (File No. 001-07541), as filed on July 7, 2021).
Registration Rights Agreement, dated as of June 30, 2021, by and among Hertz Global Holdings, Inc. and the
Holder Party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz
Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on July 7,
2021).
Amendment to Registration Rights Agreement dated as of October 26, 2021 by and among Hertz Global
Holdings, Inc. and the stockholders signatory thereto (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No.
001-07541), as filed on October 27, 2021).
158
Table of Contents
Exhibit Number
10.6
Hertz Holdings
Hertz
10.6.1
Hertz Holdings
Hertz
10.6.2
Hertz Holdings
Hertz
10.6.3
Hertz Holdings
Hertz
10.6.4
Hertz Holdings
Hertz
10.6.5
Hertz Holdings
Hertz
10.6.6
Hertz Holdings
Hertz
10.6.7
Hertz Holdings
Hertz
10.7
Hertz Holdings
Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX (Continued)
Description
Credit Agreement, dated as of June 30, 2021, by and among The Hertz Corporation and the Subsidiary
Borrowers party thereto as borrowers, the Several Lenders and Issuing Lenders from time to time parties
thereto, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The
Hertz Corporation (File No. 001-07541), as filed on July 7, 2021).
Amendment No. 1 dated August 3, 2021 to Credit Agreement dated June 30, 2021, by and among T he Hertz
Corporation and the Subsidiary Borrowers party thereto as borrowers, the Several Lenders and Issuing
Lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 27, 2022).
Amendment No. 2 dated November 23, 2021 to Credit Agreement dated June 30, 2021, by and among T he
Hertz Corporation and the Subsidiary Borrowers party thereto as borrowers, the Several Lenders and Issuing
Lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 27, 2022).
Amendment No. 3 dated March 31, 2022 to Credit Agreement dated June 30, 2021, by and among T he Hertz
Corporation and the Subsidiary Borrowers party thereto as borrowers, the Several Lenders and Issuing
Lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 1, 2022).
Amendment No. 4 dated May 13, 2022 to Credit Agreement dated June 30, 2021, by and among The Hertz
Corporation and the Subsidiary Borrowers party thereto as borrowers, the Several Lenders and Issuing
Lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on May 13, 2022).
Amendment No. 5 dated June 23, 2022 to Credit Agreement dated June 30, 2021, by and among The Hertz
Corporation and the Subsidiary Borrowers party thereto as borrowers, the Several Lenders and Issuing
Lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on June 27, 2022).
Amendment No. 6 dated May 3, 2023 to Credit Agreement dated June 30, 2021, by and among The Hertz
Corporation and the Subsidiary Borrowers party thereto as borrowers, the Several Lenders and Issuing
Lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on July 27, 2023).
Amendment No. 7 dated November 17, 2023 to Credit Agreement dated June 30, 2021, by and among The
Hertz Corporation and the Subsidiary Borrowers party thereto as borrowers, the Several Lenders and Issuing
Lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on November 17, 2023).
The Hertz Corporation Account Balance Defined Benefit Pension Plan (incorporated by reference to
Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-1 of The Hertz Corporation (File
No. 333-125764), as filed on August 30, 2005).†
159
Table of Contents
Exhibit Number
10.8
10.8.1
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.18.1
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
10.19
Hertz Holdings
Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX (Continued)
Description
The Hertz Corporation (U.K.) 1972 Pension Plan (incorporated by reference to Exhibit 10.13 to Amendment
No. 1 to the Registration Statement on Form S-1 (File No. 333-125764), as filed on August 30, 2005).†
The Hertz Corporation (U.K.) Supplementary Unapproved Pension Scheme (incorporated by reference to
Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-1 of The Hertz Corporation (File
No. 333-125764), as filed on August 30, 2005).†
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the
Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation
(File No. 001-07541), as filed on February 23, 2022).
Hertz Global Holdings, Inc. Amended and Restated Directors' Compensation Policy dated February 15,
2023.†*
Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665) and The Hertz Corporation
(File No. 001-07541), as filed on November 2, 2021).†
Form of Non-Employee Director Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on November 2, 2021). †
Form of Employee Stock Option Agreement under the 2021 Omnibus Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No.
001-37665) and The Hertz Corporation (File No. 001-07541), as filed on November 2, 2021). †
Form of Restricted Stock Unit Agreement (2022) under the 2021 Omnibus Incentive Plan (incorporated by
reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on July 28, 2022).†
Form of Performance Stock Unit Agreement (2022) under the 2021 Omnibus Incentive Plan (incorporated by
reference to Exhibit 10.19 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on July 28, 2022).†
Form of Executive Sign-On Performance Stock Unit Agreement under the 2021 Omnibus Incentive Plan
(incorporated by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q of Hertz Global Holdings,
Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on July 28, 2022).†
2021 Hertz Global Holdings, Inc. Severance Plan for Senior Executives , amended and restated as of
December 11, 2023.†*
Offer Letter, signed on February 28, 2018, between Paul E. Stone and The Hertz Corporation (incorporated by
reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on May 7, 2019).†
Second Amended and Restated Offer Letter, Confidentiality and Non-Competition Agreement between Paul
Stone and Hertz Global Holdings, Inc. effective as of October 5, 2021 (incorporated by reference to Exhibit
10.2 to the Current Report on Form 8-K of Hertz Global Holdings and The Hertz Corporation, as filed on
October 5, 2021).†
Offer Letter, signed on December 3, 2018, between Kenny K. Cheung and The Hertz Corporation
(incorporated by reference to Exhibit 10.29.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.
(File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on February 26, 2021).†
160
Table of Contents
Exhibit Number
10.19.1
10.20
10.21
10.22
10.23
10.24
10.25
21.1
23.1
31.1
31.2
31.3
31.4
32.1
32.2
32.3
32.4
97.1
101.INS
101.SCH
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz Holdings
Hertz Holdings
Hertz
Hertz
Hertz Holdings
Hertz Holdings
Hertz
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX (Continued)
Description
Offer Letter, signed on September 25, 2020, between Kenny K. Cheung and The Hertz Corporation
(incorporated by reference to Exhibit 10.29.2 to the Annual Report on Form 10-K of Hertz Global Holdings,
Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on February 26, 2021). †
Employment Agreement, dated as of February 3, 2022, between Hertz Global Holdings, Inc., and Stephen M.
Scherr (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of Hertz Global
Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on April 27,
2022).†
Aircraft Time Sharing Agreement dated as of April 22, 2022 between The Hertz Corporation and Stephen M.
Scherr (incorporated by reference to Exhibit 10.21 to the Quarterly Report on Form 10-Q of Hertz Global
Holdings, Inc. (File No. 001-37665) and The Hertz Corporation (File No. 001-07541), as filed on July 28,
2022).†
Offer Letter between Colleen Batcheler and Hertz Global Holdings, Inc. dated April 4, 2022 (incorporated by
reference to Exhibit 10.25 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on February 7, 2023).†
Offer Letter between Eric Leef and Hertz Global Holdings, Inc. dated September 2, 2020 (incorporated by
reference to Exhibit 10.28 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on February 7, 2023).†
Offer Letter between Alexandra Brooks and Hertz Global Holdings, Inc. dated July 25, 2023 (incorporated by
reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc. (File No. 001-
37665) and The Hertz Corporation (File No. 001-07541), as filed on October 26, 2023).†
Offer Letter between Justin Keppy and Hertz Global Holdings, Inc. dated October 24, 2023.†*
The List of Subsidiaries of Hertz Global Holdings, Inc. and The Hertz Corporation. *
Consent of Independent Registered Public Accounting Firm. *
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). *
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). *
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). *
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). *
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. **
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. **
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. **
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. **
Hertz Global Holdings, Inc. Covered Officer Compensation Clawback Policy effective as of October 2, 2023.*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.*
Inline XBRL Taxonomy Extension Schema Document.*
161
Table of Contents
Exhibit Number
101.CAL
101.DEF
101.LAB
101.PRE
104
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
Hertz Holdings
Hertz
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX (Continued)
Description
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
Inline XBRL Taxonomy Extension Label Linkbase Document.*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).*
______________________________________________________________________________
† Indicates management contract or compensatory plan or arrangement.
* Filed herewith
**Furnished herewith
162
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in Lee County, Florida on the 12th day of February, 2024.
SIGNATURES
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Registrants)
By:
Name:
Title:
/s/ ALEXANDRA BROOKS
Alexandra Brooks
Executive Vice President and Chief Financial Officer
163
Table of Contents
HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
THE HERTZ CORPORATION AND SUBSIDIARIES
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
registrants and in the capacities indicated on February 12, 2024:
Signature
Title
/s/ STEPHEN SCHERR
Stephen Scherr
/s/ ALEXANDRA BROOKS
Alexandra Brooks
/s/ FRAN BERMANZOHN
Fran Bermanzohn
/s/ COLIN FARMER
Colin Farmer
/s/ JENNIFER FEIKIN
Jennifer Feikin
/s/ MARK FIELDS
Mark Fields
/s/ VINCENT J. INTRIERI
Vincent J. Intrieri
Justin Keppy
/s/ MICHAEL GREGORY O'HARA
Michael Gregory O'Hara
/s/ ANDREW SHANNAHAN
Andrew Shannahan
/s/ EVANGELINE VOUGESSIS
Evangeline Vougessis
/s/ THOMAS WAGNER
Thomas Wagner
Chief Executive Officer of the Registrants and Director of the Registrants
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer of the Registrants and
Director of The Hertz Corporation (Principal Financial Officer and Principal
Accounting Officer)
Director of Hertz Global Holdings, Inc.
Director of Hertz Global Holdings, Inc.
Director of Hertz Global Holdings, Inc.
Director of Hertz Global Holdings, Inc.
Director of Hertz Global Holdings, Inc.
Director of The Hertz Corporation
Director of Hertz Global Holdings, Inc.
Director of Hertz Global Holdings, Inc.
Director of Hertz Global Holdings, Inc.
Director of Hertz Global Holdings, Inc.
164
EXHIBIT 4.5
EXECUTION VERSION
HERTZ VEHICLE FINANCING III LLC,
as Issuer,
THE HERTZ CORPORATION,
as Administrator, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary
____________
AMENDED AND RESTATED SERIES 2021-1 SUPPLEMENT
dated as of October 20, 2023 to
BASE INDENTURE
dated as of June 29, 2021
____________
$1,420,000,000 Series 2021-1 1.21% Rental Car Asset Backed Notes, Class A
$180,000,000 Series 2021-1 1.56% Rental Car Asset Backed Notes, Class B
$140,000,000 Series 2021-1 2.05% Rental Car Asset Backed Notes, Class C
$260,000,000 Series 2021-1 3.98% Rental Car Asset Backed Notes, Class D
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND CONSTRUCTION 3
Section 1.1 Defined Terms and References 3
Section 1.2 Rules of Construction 3
ARTICLE II ISSUANCE OF SERIES 2021-1 NOTES; FORM OF SERIES 2021-1 NOTES 4
Section 2.1 Issuance 4
Section 2.2 Transfer Restrictions for Global Notes 6
Section 2.3 Definitive Notes 11
Section 2.4 Legal Final Payment Date 11
Section 2.5 Required Series Noteholders 11
Section 2.6 FATCA 11
ARTICLE III INTEREST AND INTEREST RATES 12
Section 3.1 Interest 12
ARTICLE IV SERIES-SPECIFIC COLLATERAL 12
Section 4.1 Granting Clause 12
Section 4.2 Series 2021-1 Accounts 13
Section 4.3 Trustee as Securities Intermediary 15
Section 4.4 Demand Notes 16
Section 4.5 Subordination 17
Section 4.6 Duty of the Trustee 17
Section 4.7 Representations of the Trustee 17
ARTICLE V PRIORITY OF PAYMENTS 17
Section 5.1 [Reserved] 17
Section 5.2 Collections Allocation. 17
Section 5.3 Application of Funds in the Series 2021-1 Interest Collection Account 17
Section 5.4 Application of Funds in the Series 2021-1 Principal Collection Account 19
Section 5.5 Class A/B/C/D Reserve Account Withdrawals 20
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes 21
Section 5.7 Past Due Rental Payments 23
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account 24
Section 5.9 Certain Instructions to the Trustee 27
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment 27
ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING
CONDITIONS 27
Section 6.1 Representations and Warranties 27
Section 6.2 Covenants 28
Section 6.3 Closing Conditions 29
Section 6.4 Further Assurances 29
ARTICLE VII AMORTIZATION EVENTS 30
Section 7.1 Amortization Events 30
ARTICLE VIII SUBORDINATION OF NOTES 32
Section 8.1 Subordination of Class B Notes 32
Section 8.2 Subordination of Class C Notes 33
Section 8.3 Subordination of Class D Notes 33
Section 8.4 Subordination of Class E Notes 33
TABLE OF CONTENTS
(continued)
Page
Section 8.5 When Distribution Must be Paid Over 33
ARTICLE IX GENERAL 34
Section 9.1 Optional Redemption of the Series 2021-1 Notes 34
Section 9.2 Information 34
Section 9.3 Confidentiality 34
Section 9.4 Ratification of Base Indenture 35
Section 9.5 Notice to the Rating Agencies 35
Section 9.6 Third Party Beneficiary 35
Section 9.7 Execution in Counterparts; Electronic Execution 35
Section 9.8 Governing Law 35
Section 9.9 Amendments 36
Section 9.10 Administrator to Act on Behalf of HVF III 37
Section 9.11 Successors 38
Section 9.12 Termination of Series Supplement 38
Section 9.13 Electronic Execution 38
Section 9.14 Additional UCC Representations 38
Section 9.15 Notices 39
Section 9.16 Submission to Jurisdiction 39
Section 9.17 Waiver of Jury Trial 40
Section 9.18 Issuance of Class E Notes 40
Section 9.19 Trustee Obligations under the Retention Requirements 42
Section 9.20 Amendment and Restatement; No Novation 42
SCHEDULE I TO THE SERIES 2021-1 SUPPLEMENT 45
SCHEDULE II TO THE SERIES 2021-1 SUPPLEMENT 86
TABLE OF CONTENTS
(continued)
EXHIBITS AND SCHEDULES
Page
Schedule I Schedule
II
List of Defined Terms
Monthly Noteholders’ Statement Information
Exhibit A-1-1 Exhibit
A-1-2 Exhibit A-2-1
Exhibit A-2-2 Exhibit
A-3-1 Exhibit A-3-2
Exhibit A-4-1 Exhibit
A-4-2 Exhibit B-1
Exhibit B-2 Exhibit C
Exhibit D Exhibit E-1
Form of Series 2021-1 144A Global Class A Note
Form of Series 2021-1 Regulation S Global Class A Note
Form of Series 2021-1 144A Global Class B Note
Form of Series 2021-1 Regulation S Global Class B Note
Form of Series 2021-1 144A Global Class C Note
Form of Series 2021-1 Regulation S Global Class C Note
Form of Series 2021-1 144A Global Class D Note
Form of Series 2021-1 Regulation S Global Class D Note
Form of Demand Notice
Form of Class A/B/C/D Demand Note
Exhibit E-2 Exhibit
Form of Reduction Notice Request Class A/B/C/D Letter of
Credit
Form of Lease Payment Deficit Notice
Form of Transfer Certificate from 144A Global Note to
Regulation S Global Note
Form of Transfer Certificate from Regulation S Global Note to
144A Global Note
Form of Class A/B/C/D Letter of Credit
F
AMENDED AND RESTATED SERIES 2021-1 SUPPLEMENT dated as of October 20,
2023 (“Series 2021-1 Supplement ”) among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“ Hertz”
or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided
in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “ Securities
Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27,
2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”), each between HVF III and the Trustee.
PRELIMINARY STATEMENT
WHEREAS, HVF III, Hertz and the Trustee entered into the Series 2021-1 Supplement, dated as of June 30, 2021 (the
“Original Series 2021-1 Supplement ”), pursuant to which HVF III issued the Series 2021-1 Notes, including the Series 2021-1
3.98% Rental Car Asset Backed Notes, Class D with a CUSIP number of 42806MAD1 and an ISIN number of US42806MAD11
(the “Original Class D 144A Global Note”);
WHEREAS, HVF III, Hertz and the Trustee entered into Amendment No. 1 to Series 2021-1 Supplement, dated as of
June 27, 2022 (the “First Amendment to the Series 2021-1 Supplement ” and, together with the Original Series 2021-1
Supplement, as amended, the “Amended Series 2021-1 Supplement”), pursuant to which HVF III, Hertz and the Trustee
amended the Original Series 2021-1 Supplement for the benefit of the Series 2021-1 Noteholders to, among other things, amend
(i) the minimum denomination of the Original Class D 144A Global Note and (ii) the definition of “Series 2021-1 Liquidation
Event”;
WHEREAS, Section 9.9(a) (Amendments—Without the Consent of the Series 2021-1 Noteholders ) of the Amended
Series 2021-1 Supplement permits HVF III and the Trustee to amend the Amended Series 2021-1 Supplement in writing,
without the consent of any Series 2021-1 Noteholder, subject to certain conditions set forth in the Amended Series 2021-1
Supplement;
WHEREAS, Section 9.9(a)(viii) (Amendments—Without the Consent of the Series 2021-1 Noteholders ) of the Amended
Series 2021-1 Supplement provides that HVF III and the Trustee, at any time and from time to time, may enter into an
amendment to the Amended Series 2021-1 Supplement without the consent of any Series 2021-1 Noteholder to effect any other
amendment not listed in Section 9.9(a) (Amendments—Without the Consent of the Series 2021-1 Noteholders ) that does not
materially adversely affect the interests of the Series 2021-1 Noteholders; provided that any such amendment requires (i) an
Officer’s Certificate of HVF III that such amendment shall not materially adversely affect the interests of the Series 2021-1
Noteholders, (ii) satisfaction of the Series 2021-1 Rating Agency Condition with respect to such amendment, and (iii) notice to
each Rating Agency of such amendment promptly after its execution;
WHEREAS, HVF III desires to amend and restate the Amended Series 2021-1 Supplement for the benefit of the Series
2021-1 Noteholders to, among other things, (i) issue Class D Notes that can be transferred or resold outside the United States to
non-U.S. persons (as such term is defined in Regulation S) in transactions in compliance with Regulation S, and (ii) remove the
requirement for each transferee of the Class D Notes to deliver a letter of representation to the Trustee and the Servicer in
connection with such transfer (collectively, the “Class D Amendments”);
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate that the Class D Amendments herein that are
being implemented in accordance with Section 9.9(a)(viii) (Amendments—
Without the Consent of the Series 2021-1 Noteholders ) of the Amended Series 2021-1 Supplement do not materially adversely affect
the interests of the Series 2021-1 Noteholders;
WHEREAS, the Series 2021-1 Rating Agency Condition is satisfied with respect to the Class D Amendments described
herein;
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
the Class D Amendments herein contained comply with the requirements of Section 9.9(d) (Series 2021-1 Supplemental
Indentures) of the Amended Series 2021-1 Supplement;
WHEREAS, in connection with the Class D Amendments, HVF III has (i) authorized and directed the Trustee to cancel
the Original Class D 144A Global Note on the date hereof and (ii) requested the Trustee to (A) authenticate (1) one 144A Global
Note registered in the name of Cede & Co., as nominee of The Depository Trust Company, representing an aggregate of
$260,000,000 in the principal amount of the HVF III’s Series 2021-1 3.98% Rental Car Asset Backed Notes, Class D, having a
CUSIP number of 42806MAD1 and an ISIN number of US42806MAD11 (the “Re-issued Class D 144A Global Note”) and
(2) one Regulation S Global Note registered in the name of Cede & Co., as nominee of The Depository Trust Company,
representing an aggregate of $0 in the principal amount of HVF III’s Series 2021-1 3.98% Rental Car Asset Backed Notes, Class
D, having a CUSIP number of U4280MAD3 and an ISIN number of USU4280MAD30 (the “Class D Regulation S Global Note”
and, together with the Re-issued Class D 144A Global Note, the “Restatement Date Class D Notes”), and (B) deliver said
authenticated Restatement Date Class D Notes to, or for the account of The Depository Trust Company, against receipt therefor;
WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2021-1 Supplement to confirm certain
representations, warranties and covenants made by it in such capacity for the benefit of the Series 2021-1 Noteholders; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
DESIGNATION
Supplement, and such Series of Notes was designated as Series 2021-1 Rental Car Asset Backed Notes.
A Series of Notes was created and issued pursuant to the Base Indenture and the Original Series 2021-1
On the Series 2021-1 Closing Date, the following classes of Series 2021-1 Rental Car Asset Backed Notes were
issued:
(i) the Series 2021-1 1.21% Rental Car Asset Backed Notes, Class A (as referred to herein, the “ Class A
Notes”);
(ii) the Series 2021-1 1.56% Rental Car Asset Backed Notes, Class B (as referred to herein, the “ Class B
Notes”);
(iii) the Series 2021-1 2.05% Rental Car Asset Backed Notes, Class C (as referred to herein, the “ Class C
Notes”); and
(iv) the Original Class D 144A Global Note.
Subsequent to the Series 2021-1 Closing Date, HVF III may on any date during the Series 2021-1 Revolving
Period offer and sell additional Series 2021-1 Notes in a single Class (which may, but is not required to be comprised of one or
more Subclasses and/or Tranches), subject to satisfaction of the
conditions set forth in Section 9.18 (Issuance of Class E Notes) of this Series 2021-1 Supplement, which, if issued, shall be
designated as the Series 2021-1 Fixed Rate Rental Car Asset Backed Notes, Class E, and referred to herein as the “Class E
Notes”.
On the Series 2021-1 Restatement Date, the Original Class D 144A Global Note shall be cancelled, and the
Restatement Date Class D Notes shall be issued and authenticated.
Notes, are referred to herein collectively as the “Series 2021-1 Notes”. The Class A
The Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, and, if issued, the Class E
Notes, the Class B Notes, the Class C Notes and the Class D Notes are referred to herein collectively as the “ Class A/B/C/D
Notes”.
The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Class D Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 Defined Terms and References. Capitalized terms used herein shall have the meanings assigned to such terms
in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article,
Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles,
Sections or Subsections of this Series 2021-1 Supplement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2021-1 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise
stated herein, all references herein to the “Series 2021-1 Supplement” shall mean the Base Indenture, as supplemented hereby.
Section 1.2 Rules of Construction. In this Series 2021-1 Supplement, including the preamble, recitals, attachments,
schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to an agreement or document shall include the preamble, recitals, all attachments, schedules,
annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such
attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented, restated and
otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless
otherwise stated);
(c) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are not prohibited by this Series 2021-1 Supplement, and reference to any Person in a particular capacity
only refers to such Person in such capacity;
(d) reference to any gender includes the other gender;
reenacted, in whole or in part, and in effect from time to time;
(e) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or
(f) “including” (and with correlative meaning “include”) means including without limiting the generality of
any description preceding such term;
means “to but excluding”;
(g) with respect to the determination of any period of time, “from” means “from and including” and “to”
(h) references to sections of the Code also refer to any successor sections;
(i) reference to any Related Document or other contract or agreement means such Related Document, contract
or agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if
such amendment, supplement or modification is permitted by the Base Indenture and the other applicable Related Documents;
and
parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.
(j) the language used in this Series 2021-1 Supplement will be deemed to be the language chosen by the
ARTICLE II
ISSUANCE OF SERIES 2021-1 NOTES; FORM OF SERIES 2021-1 NOTES
Section 2.1 Issuance.
(a) Initial Issuance on the Series 2021-1 Closing Date . On the terms and conditions set forth in the Original Series
2021-1 Supplement, HVF III issued and caused the Trustee to authenticate, the initial Class A/B/C/D Notes on the Series 2021-1
Closing Date. Such Class A/B/C/D Notes:
(i) had, with respect to each Class of Series 2021-1 Notes, the initial principal amount equal to the Class Initial
Principal Amount for such Class;
(ii) had, with respect to each Class of Series 2021-1 Notes, the interest rate set forth in the definition of Note
Rate for such Class;
(iii) were dated the Series 2021-1 Closing Date;
(iv) had, with respect to each Class of Series 2021-1 Notes, the maturity date set forth in the definition of Legal
Final Payment Date for such Class;
(v) were rated, with respect to the Class A Notes, Class B Notes, Class C Notes and Class D Notes by Moody’s
and DBRS; and
(vi) were duly authenticated in accordance with the provisions of the Base Indenture and this Series 2021-1
Supplement.
(b) Issuance on the Series 2021-1 Restatement Date . On the terms and conditions set forth in this Series 2021-1
Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D Notes on the Series
2021-1 Restatement Date. Such Restatement Date Class D Notes shall:
(i) have the initial principal amount equal to the Class Initial Principal Amount for the Class D Notes;
(ii) have the interest rate set forth in the definition of Note Rate for the Class D Notes;
(iii) be dated the Series 2021-1 Restatement Date;
(iv) have the maturity date set forth in the definition of Legal Final Payment Date for the Class D Notes;
(v) be rated by Moody’s and DBRS; and
(vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2021-1
Supplement.
(c) Form of the Class A/B/C/D Notes. The Class A/B/C/D Notes were offered and sold by HVF III on the Series
2021-1 Closing Date pursuant to the Class A/B/C/D Purchase Agreement. The Class A/B/C/D Notes were 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. The Class A/B/C/D Notes following their initial resale may be
transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in accordance with the procedures described herein. The
Class A/B/C/D Notes will be Book-Entry Notes, and DTC will act as the Depository for the Class A/B/C/D Notes.
contrary, the initial Payment Date with respect to the Series 2021-1 Notes shall be July 26, 2021.
(d) Initial Payment Date. Notwithstanding anything herein or in any Series 2021-1 Related Document to the
(e) 144A Global Notes. Each Class of the Class A/B/C/D Notes offered and sold in their initial distribution on
the Series 2021-1 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2021-1
Restatement Date 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 with respect to the
Class A Notes in Exhibit A-1-1 to the Original Series 2021-1 Supplement, with respect to the Class B Notes in Exhibit A-2-1 to
the Original Series 2021-1 Supplement, with respect to the Class C Notes in Exhibit A-3-1 to the Original Series 2021-1
Supplement and with respect to the Restatement Date Class D Notes in Exhibit A-4-1 to this Series 2021-1 Supplement, in each
case registered in the name of Cede & Co., as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the
“144A Global Notes”). The aggregate principal amount of the 144A Global Notes may from time to time be increased or
decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or
increase in the aggregate principal amount of the corresponding class of Regulation S Global Notes, as hereinafter provided.
Each 144A Global Note shall represent such of the outstanding principal amount of the related Class of Series 2021-1 Notes as
shall be specified in the schedule attached thereto and each shall provide that it shall represent the aggregate principal amount of
such Class of Series 2021-1 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of
outstanding Series 2021-1 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect
exchanges and redemptions of such 144A Global Note. Any endorsement of a 144A Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of the Class of outstanding Series 2021-1 Notes represented thereby shall
be made by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer
Restrictions for Global Notes) hereof.
(f) Regulation S Global Notes. Each Class of the Class A/B/C Notes offered and sold on the Series 2021-1
Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2021-1 Restatement 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 with respect to the Class A Notes in Exhibit A-1-2 to the Original Series 2021-1 Supplement,
with respect to the Class B Notes in Exhibit A-2-2 to the Original Series 2021-1 Supplement, with respect to the Class C Notes in
Exhibit A-3-2 to the Original Series 2021-1 Supplement, and with respect to the Restatement Date Class D Notes in Exhibit A-4-
2 to this Series 2021-1 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with
BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear
and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal amount of the Regulation S Global
Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in
connection with a corresponding decrease or increase of aggregate principal amount of the corresponding 144A Global Notes, as
hereinafter provided. Each Regulation S Global Note shall represent such of the outstanding principal amount of the related
Class of Series 2021- 1 Notes as shall be specified in the schedule attached thereto and each shall provide that it shall represent
the aggregate principal amount of such Class of Series 2021-1 Notes from time to time endorsed thereon and that the aggregate
principal amount of such Class of outstanding Series 2021-1 Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges and redemptions of such Regulation S Global Note. Any endorsement of a
Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of
outstanding Series 2021-1 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF
III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes ) hereof.
Section 2.2 Transfer Restrictions for Global Notes.
(a) A 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 2.2(a) (Transfer Restrictions for Global Notes ) shall not prohibit any
transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the corresponding
Global Note in accordance with Section 2.8 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of
a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.2 (Transfer Restrictions
for Global Notes).
(b) The transfer by a Note Owner holding a beneficial interest in a 144A Global Note to a Person who wishes to
take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed representation
of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) 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 III 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 Note Owner holding a beneficial interest in a 144A Global Note wishes at any time to exchange its
interest in such 144A Global Note for an interest in the corresponding 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 a 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 2.2(c)
(Transfer Restrictions for Global Notes ). 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 144A Global Note to be so exchanged or transferred, (ii) a written
order from HVF III 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 E-1 hereto given by the applicable
Note Owner holding such beneficial interest in such 144A Global Note, the Registrar shall instruct BNY, as custodian of DTC, to
reduce the principal amount of the applicable 144A Global Note, and to increase the principal amount of the applicable
Regulation S Global Note, by the principal amount of the beneficial interest in such 144A 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 such Regulation S
Global Note having a principal amount equal to the amount by which the principal amount of such 144A Global Note was
reduced upon such exchange or transfer.
(d) If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to exchange
its interest in such Regulation S Global Note for an interest in the corresponding 144A 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 corresponding 144A Global Note, such
exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section
2.2(d) (Transfer Restrictions for Global Notes ). 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 such 144A Global Note
in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred,
(ii) a written order from HVF III 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 E-2 hereto given by such
Note Owner, as applicable, holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY,
as custodian of DTC, to reduce the principal amount of such Regulation S Global Note and to increase the principal amount of
such 144A Global Note, by the principal amount of the beneficial interest in such Regulation S 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 such 144A Global Note having a principal amount equal to the
amount by which the principal amount of such Regulation S Global Note was reduced upon such exchange or transfer.
(e) The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and
the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and
the “Customer Handbook” of Clearstream (collectively, the “Applicable Procedures”) shall be applicable to transfers of
beneficial interests in the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes which are in the form of
Class A Global Notes, Class B Global Notes, Class C Global Notes or Class D Global Notes, respectively.
(f) The Class A/B/C/D Notes represented by 144A 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 STATE SECURITIES LAWS. THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING III LLC (“ HVF
III”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“ RULE 144A”), TO A PERSON
IT REASONABLY BELIEVES IS A “ QUALIFIED INSTITUTIONAL BUYER ” AS DEFINED IN RULE
144A (A “ QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING
OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT OR (E)
FROM THE REGISTRATION
PURSUANT TO ANOTHER AVAILABLE EXEMPTION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF III, 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.
(g) The Class A/B/C/D Notes represented by 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. 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 III LLC (“HVF III”) 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 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.
(h) All Class A/B/C/D Notes represented by Global Notes shall bear the following
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 THE
ISSUER 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.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A
BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT
ANY TIME HELD BY THE ISSUER OR ANY OTHER PERSON TREATED AS THE ISSUER FOR U.S.
FEDERAL INCOME TAX PURPOSES) AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.
(i) All Class A/B/C Notes represented by Global Notes shall bear the following
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT
(AND SHALL BE DEEMED TO REPRESENT) THAT EITHER (I) IT IS NOT AND IS NOT ACTING ON
BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”) OR (D) ANY GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT
IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
(“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY
SUCH PLAN, OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH
NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE (OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW).
IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT
PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ
VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR
RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF
ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT
OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND ANY
COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR
RESPECTIVE AFFILIATES TO ANY PROSPECTIVE TRANSFEREE OF THE NOTES IS RENDERED
SOLELY IN ITS CAPACITY AS THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY
SUCH PROSPECTIVE TRANSFEREE.
(j) The Class D Notes shall bear the following legend:
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST THEREIN MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT IT IS NOT AND IS NOT ACTING
ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“INTERNAL REVENUE CODE ”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS”
BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE
ENTITY(WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN
SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A GOVERNMENTAL,
CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR
LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE INTERNAL REVENUE CODE (“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE ASSETS OF ANY SUCH PLAN, ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE
A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW.
(k) The required legends set forth above shall not be removed from the applicable Class A Notes, Class B Notes,
Class C Notes or Class D 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 III and the Registrar such satisfactory evidence, which may include an Opinion of
Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Class A Note, Class B Note, Class C Notes or Class D Note, as applicable, will not
violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, HVF III shall deliver to
the Trustee an Opinion of Counsel stating that all conditions precedent to such legend removal have been complied with, and the
Trustee at the direction of HVF III shall authenticate and deliver in exchange for such Restricted Note a Class A Note, Class B
Note, Class C Note or Class D Note or Class A Notes, Class B Notes, Class C Notes or Class D Notes, as applicable, 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 A Note, Class B Note, Class C Note or Class D Note as provided above, no other Note issued in exchange
for all or any part of such Class A Note, Class B Note, Class C Note or Class D Note, as applicable, shall bear such legend,
unless HVF III has reasonable cause to believe that such other Class A Note, Class B Note, Class C Note or Class D Note, as
applicable, is a “restricted security” within the meaning of Rule 144A under the Securities Act and instructs the Trustee to cause a
legend to appear thereon.
(l) The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person shall be
made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to
represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any interest therein)
for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (C)
any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the
entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA) or
(D) any governmental, church, non-U.S. or other plan that is subject to any non-U.S. federal, state or local law that is
substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or any entity whose underlying assets
include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such Class A/B/C Notes
(or any interest therein) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or result in a non-exempt violation of any Similar Law.
(m) The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person shall be made
upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that
such transferee is not and is not acting on behalf of, or using the assets of (A) an “employee benefit plan” (as defined in Section
3(3) of ERISA), that is subject to Title I of ERISA, (B) a “plan”(as defined in Section 4975(e)(1) of the Code), that is subject to
Section 4975 of the Code, or (C) an entity whose underlying assets include “plan assets” by reason of such employee benefit
plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as
modified by Section 3(42) of ERISA), and if it is a governmental, church, non-U.S. or other plan that is subject to any Similar
Law or an entity whose underlying assets include assets of any such plan, its acquisition and holding of such Class D Notes or
any interest therein will not constitute a violation of any applicable Similar Laws.
(n) Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a Global Note will
be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class A/B/C/D Note for
its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes and not for distribution
in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class A/B/C/D Note and has
such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of
purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not purchasing for the
account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is acquiring such Class
A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S.
Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in
the Class A/B/C/D Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes
shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the
Base Indenture.
Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2021-1 Notes shall be due and payable on the
Legal Final Payment Date.
Section 2.5 Required Series Noteholders. In accordance with Section 2.3 ( Series Supplement for each Series of Notes ) of
the Base Indenture, the Majority Series 2021-1 Noteholders shall be the “Required Series Noteholders” with respect to the Series
2021-1 Notes.
Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest
in the Class A/B/C/D Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture:
(a) Each Series 2021-1 Noteholder (and any Note Owner of any Series 2021-1 Note) will be required to (i)
provide HVF III, the Trustee and their respective agents with any correct, complete and accurate information that may be
required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to comply
with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents deem
necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii) promptly
upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. Each
such holder agrees, or by acquiring such Series 2021-1 Note or an interest in such Series 2021-1 Note will be deemed to agree,
that HVF III may provide such information and any other information regarding its investment in such Series 2021-1 Notes to
the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law. Each Series 2021-
1 Noteholder and Note Owner of any Series 2021-1 Notes also acknowledges that the failure to provide information requested in
connection with FATCA may cause HVF III to withhold on payments to such Series 2021-1 Noteholder (or Note Owner of such
Series 2021-1 Notes) in accordance with applicable law. Any amounts withheld in order to comply with FATCA will not be
grossed up and will be deemed to have been paid in respect of the relevant Series 2021-1 Notes.
(b) HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts otherwise
distributable to any Series 2021-1 Noteholder sufficient funds for the payment of any such tax that, in their respective sole
discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such authorization shall
not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding payment of such tax, if
permitted by law,
pending the outcome of such legal proceedings), and to timely remit such amounts to the appropriate taxing authority. If any
Series 2021-1 Noteholder or Note Owner of a Series 2021-1 Note wishes to apply for a refund of any such withholding tax, HVF
III, the Trustee or such other Paying Agent shall reasonably cooperate with such Person in providing readily available
information so long as such Person agrees to reimburse HVF III, the Trustee or such Paying Agent for any out-of-pocket
expenses incurred. Nothing herein shall impose an obligation, nor relieve any obligation imposed under applicable law, on the
part of HVF III, the Trustee or any other Paying Agent to determine the amount of any tax or withholding obligation on their part
or in respect of the Series 2021-1 Notes.
ARTICLE III
INTEREST AND INTEREST RATES
Section 3.1 Interest.
(a) Each Class of Series 2021-1 Notes shall bear interest at the applicable Note Rate for such Class in
accordance with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to
such Payment Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3 (Application
of Funds in the Series 2021-1 Interest Collection Account) are insufficient to pay the Class Interest Amount for any Class for
any Payment Date, payments of such Class Interest Amount to the Noteholders of such Class will be reduced by the amount of
such insufficiency (the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class Deficiency
Amount”), and interest shall accrue on any such Class Deficiency Amount at the applicable Note Rate in accordance with the
definition of Class Interest Amount.
ARTICLE IV
SERIES-SPECIFIC COLLATERAL
Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2021-1 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2021-1
Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired):
(a) each Series 2021-1 Account, including any security entitlement with respect to Financial Assets credited
thereto, all funds, Financial Assets or other assets on deposit in each Series 2021-1 Account from time to time;
(b) all certificates and instruments, if any, representing or evidencing any or all of each Series 2021-1 Account,
the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time;
(c) all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each Series
2021-1 Account, the items in the foregoing clauses (a) and (b) and this clause (c) with respect to such Series 2021-1 Account
are referred to, collectively, as the “Series 2021-1 Account Collateral”);
(d) each Class A/B/C/D Demand Note, including all certificates and instruments, if any, representing or
evidencing each Class A/B/C/D Demand Note; and
(e) all Proceeds of any of the foregoing.
Section 4.2 Series 2021-1 Accounts . With respect to the Series 2021-1 Notes only, the following shall apply:
(a) Establishment of Series 2021-1 Accounts .
(i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2021-1 Noteholders
three securities accounts: the Series 2021-1 Principal Collection Account (such account, the “ Series 2021-1 Principal
Collection Account”), the Series 2021-1 Interest Collection Account (such account, the “ Series 2021-1 Interest
Collection Account”) and the Class A/B/C/D Reserve Account (such account, the “Class A/B/C/D Reserve Account”).
(ii) On or prior to the date of any drawing under a Class A/B/C/D Letter of Credit pursuant to Section 5.6
(Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) or Section 5.8 (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control
of, the Trustee for the benefit of the Series 2021-1 Noteholders the Class A/B/C/D L/C Cash Collateral Account (the
“Class A/B/C/D L/C Cash Collateral Account”).
(iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2021-1 Noteholders the Series 2021-1 Distribution Account (the
“Series 2021-1 Distribution Account ”, and together with the Series 2021-1 Principal Collection Account, the Series
2021-1 Interest Collection Account, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account, the “Series 2021-1 Accounts”).
(b) Series 2021-1 Account Criteria .
(i) Each Series 2021-1 Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2021-1 Noteholders.
(ii) Each Series 2021-1 Account shall be an Eligible Account. If any Series 2021-1 Account is at any time no
longer an Eligible Account, HVF III shall, within ten (10) Business Days
of an Authorized Officer of HVF III obtaining actual knowledge that such Series 2021-1 Account is no longer an
Eligible Account, establish a new Series 2021-1 Account for such non-qualifying Series 2021-1 Account that is an
Eligible Account, and if a new Series 2021-1 Account is so established, HVF III shall instruct the Trustee in writing to
transfer all cash and investments from such non-qualifying Series 2021-1 Account into such new Series 2021-1 Account.
Initially, each of the Series 2021-1 Accounts will be established with The Bank of New York Mellon.
(c) Administration of the Series 2021-1 Accounts .
(i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2021-1
Account (other than the Series 2021-1 Distribution Account) to invest funds on deposit in such Series 2021-1 Account
from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted
Investments shall be credited to the applicable Series 2021-1 Account; provided, however, that:
A. any such investment in the Class A/B/C/D Reserve 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 Class A/B/C/D Reserve Account); and
B. any such investment in the Series 2021-1 Principal Collection Account, the Series 2021-1 Interest
Collection Account or the Class A/B/C/D L/C Cash Collateral Account shall mature not later than the Business
Day prior to the first Payment Date following the date on which such investment was made, unless in any such
case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment
Date so long as such funds shall be available for withdrawal on such Payment Date.
(ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such
Permitted Investment.
(iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2021-1
Accounts shall remain uninvested.
(d) Earnings from Series 2021-1 Accounts . With respect to each Series 2021-1 Account, all interest and earnings
(net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to Financial
Assets credited to such Series 2021-1 Account shall be deemed to be on deposit therein and available for distribution unless
previously distributed pursuant to the terms hereof.
(e) Termination of Series 2021-1 Accounts .
(i) On or after the date on which the Series 2021-1 Notes are fully paid, the Trustee, acting in accordance with
the written instructions of HVF III, shall withdraw from each Series 2021-1 Account (other than the Class A/B/C/D L/C
Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III.
(ii) Upon the termination of this Series 2021-1 Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series
2021-1 Noteholders and payable from the Class
A/B/C/D L/C Cash Collateral Account as provided herein, shall withdraw from the Class A/B/C/D L/C Cash Collateral
Account all amounts on deposit therein and shall pay such amounts:
A . first, pro rata to the Class A/B/C/D Letter of Credit Providers, to the extent that there are
unreimbursed Class A/B/C/D Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers,
for application in accordance with the provisions of the respective Class A/B/C/D Letters of Credit, and
B . second, to HVF III any remaining amounts. Section 4.3 Trustee as
Securities Intermediary.
(a) With respect to each Series 2021-1 Account, the Trustee or other Person maintaining such Series 2021-1
Account shall be the “securities intermediary” (as defined in Section 8- 102(a)(14) of the New York UCC and a “bank” (as
defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “ Securities Intermediary”) with respect to such
Series 2021-1 Account. If the Securities Intermediary in respect of any Series 2021-1 Account is not the Trustee, HVF III shall
obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 4.3 (Trustee
as Securities Intermediary).
(b) The Securities Intermediary agrees that:
(i) The Series 2021-1 Accounts are accounts to which Financial Assets will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Series 2021-1 Account
shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or
credited to another securities account maintained in the name of the Securities Intermediary and in no case will any
Financial Asset credited to any Series 2021-1 Account be registered in the name of HVF III, payable to the order of HVF
III or specially endorsed to HVF III;
(iii) All property delivered to the Securities Intermediary pursuant to this Series 2021- 1 Supplement and all
Permitted Investments thereof will be promptly credited to the appropriate Series 2021-1 Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series
2021-1 Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing
transfer or redemption of any Financial Asset relating to the Series 2021- 1 Accounts or any instruction with respect to
the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction
without further consent by HVF III or Administrator;
(vi) The Series 2021-1 Accounts shall be governed by the laws of the State of New York, regardless of any
provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities
Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8110 of the New York UCC) and the Series
2021-1 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New
York;
(vii) The Securities Intermediary has not entered into, and until termination of this Series 2021-1 Supplement,
will not enter into, any agreement with any other Person relating to the
Series 2021-1 Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with
Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) of such other Person
and the Securities Intermediary has not entered into, and until the termination of this Series 2021-1 Supplement will not
enter into, any agreement with HVF III purporting to limit or condition the obligation of the Securities Intermediary to
comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth
in Section 4.3(b)(v) (Trustee as Securities Intermediary); and
(viii) Except for the claims and interest of the Trustee and HVF III in the Series 2021-1 Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2021-1 Accounts or in any Financial Asset
credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien,
encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar
process) against any Series 2021-1 Account or in any Financial Asset carried therein, the Securities Intermediary will
promptly notify the Trustee, the Administrator and HVF III thereof.
(c) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series
2021-1 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders (within the
meaning of Section 9-304 and Section 8110 of the New York UCC) in respect of the Series 2021-1 Accounts.
(d) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2021-1 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1)
of the New York UCC, with respect to any Series 2021-1 Account, the Securities Intermediary may satisfy the duty in Section 8-
504(a) of the New York UCC with respect to any cash credited to such Series 2021-1 Account by crediting such Series 2021-1
Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such
cash.
(e) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2021-1 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2021-1 Account and any credit
balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in
Section 9-102(a)(8) of the New York UCC) if such Series 2021-1 Account is deemed not to constitute a securities account.
Section 4.4 Demand Notes.
the only Person authorized to make a demand for payment on any Class A/B/C/D Demand Note.
(a) Trustee Authorized to Make Demands. The Trustee, for the benefit of the Series 2021-1 Noteholders, shall be
(b) Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by the Trustee
pursuant to Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ), HVF III shall not reduce the
amount of any Class A/B/C/D Demand Note or forgive amounts payable thereunder so that the aggregate undrawn principal
amount of the Class A/B/C/D Demand Notes after such forgiveness or reduction is less than the greater of (i) the Class A/B/C/D
Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50% of the Class
A/B/C/D Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or
forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Demand Notes) or an increase in the
stated amount of any Class A/B/C/D
Demand Note, HVF III shall not agree to any amendment of any Class A/B/C/D Demand Note without first obtaining the prior
written consent of the Majority Series 2021-1 Controlling Class.
Section 4.5 Subordination. The Series-Specific 2021-1 Collateral has been pledged to the Trustee to secure the Series
2021-1 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2021-1 Collateral and each Class
A/B/C/D Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2021-1 Notes, and no
Noteholder of any Series of Notes other than the Series 2021-1 Notes will have any right, title or interest in, to or under the
Series-Specific 2021-1 Collateral or any Class A/B/C/D Letter of Credit. For the avoidance of doubt, if it is determined that the
Series 2021-1 Noteholders have any right, title or interest in, to or under the Series-Specific Collateral with respect to any Series
of Notes other than Series 2021-1 Notes, then the Series 2021-1 Noteholders agree that their right, title and interest in, to or
under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to
such other Series of Notes, and in such case, this Series 2021-1 Supplement shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.
Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2021-1
Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the
Series-Specific 2021-1 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2021-1
Collateral now existing or hereafter created.
Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
ARTICLE V
PRIORITY OF PAYMENTS
Section 5.1 [Reserved].
Section 5.2 Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2021-1 Deposit
Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2021-1 Deposit Date, the Trustee shall apply, all
amounts deposited into the Collection Account on such date as follows:
(a) first, withdraw the Series 2021-1 Daily Interest Allocation, if any, for such date from the Collection
Account and deposit such amount in the Series 2021-1 Interest Collection Account; and
Collection Account and deposit such amount into the Series 2021-1 Principal Collection Account.
( b ) second, withdraw the Series 2021-1 Daily Principal Allocation, if any, for such date from the
Section 5.3 Application of Funds in the Series 2021-1 Interest Collection Account . Subject to the Past Due Rental
Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the
Trustee shall apply, all amounts then on deposit in the Series 2021-1 Interest Collection Account (after giving effect to all
deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2021-1 Principal Collection Account ), 5.5 (Class
A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as follows
(and in each case only to the extent of funds available in the Series 2021-1 Interest Collection Account):
Capped Administrator Fee Amount with respect to such Payment Date;
(a) first, to the Series 2021-1 Distribution Account to pay to the Administrator the Series 2021-1
( b ) second, to the Series 2021-1 Distribution Account to pay the Trustee the Series 2021-1 Capped
Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the
continuation of an Amortization Event, at the direction of the Majority Series 2021-1 Noteholders, the Series 2021-1
Trustee Fee Amount shall not be
subject to a cap or may be subject to an increased cap as determined by the Majority Series 2021-1 Noteholders and the
Trustee;
( c ) third, to the Series 2021-1 Distribution Account to pay the Persons to whom the Series 2021-1
Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2021- 1 Capped Operating Expense Amounts owing to such Persons on
such Payment Date;
(d) fourth, to the Series 2021-1 Distribution Account to pay the Class A Noteholders on a pro rata basis
(based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect to such
Payment Date;
(e) fifth, to the Series 2021-1 Distribution Account to pay the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such
Payment Date;
(f) sixth, to the Series 2021-1 Distribution Account to pay the Class C Noteholders on a pro rata basis
(based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such
Payment Date;
( g ) seventh, to the Series 2021-1 Distribution Account to pay the Class D Noteholders on a pro rata
basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect to
such Payment Date;
(h) eighth, if the Class E Notes have been issued as of such date, then to the Series 2021-1 Distribution
Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E Noteholder),
the Class E Monthly Interest Amount with respect to such Payment Date;
(i) ninth, during the Series 2021-1 Revolving Period, other than on any such Payment Date on which a
withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D Reserve Account Withdrawals ), for deposit to the
Class A/B/C/D Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any,
and second, for deposit to the Class E Notes reserve account (if any) in an amount equal to the Class E Notes reserve
account deficiency amount, if any, in each case for such date (calculated after giving effect to any withdrawals from the
Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals));
( j ) tenth, to the Series 2021-1 Distribution Account to pay to the Administrator the Series 2021-1
Excess Administrator Fee Amount with respect to such Payment Date;
Trustee Fee Amount with respect to such Payment Date;
(k) eleventh, to the Series 2021-1 Distribution Account to pay to the Trustee the Series 2021-1 Excess
( l ) twelfth, to the Series 2021-1 Distribution Account to pay the Persons to whom the Series 2021-1
Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2021-1 Excess Operating Expense Amounts owing to such Persons on
such Payment Date;
(m) thirteenth, during the Series 2021-1 Rapid Amortization Period, for deposit into the Series 2021-1
Principal Collection Account up to the amount necessary to pay the Series 2021-1 Notes in full; and
(n) fourteenth, for deposit into the Series 2021-1 Principal Collection Account any remaining amount.
Section 5.4 Application of Funds in the Series 2021-1 Principal Collection Account . Subject to the Past Due Rental
Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF
III shall direct the Trustee in writing to apply, and on each
such date the Trustee shall apply, all amounts then on deposit in the Series 2021-1 Principal Collection Account on such date
(after giving effect to all deposits thereto pursuant to Sections 5.5 (Class A/B/C/D Reserve Account Withdrawals ) and 5.6 (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes)) as follows (and in each case only to the extent of funds available
in the Series 2021-1 Principal Collection Account on such date):
Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;
( a ) first, if such date is a Payment Date, then for deposit into the Series 2021- 1 Interest Collection
( b ) second, during the Series 2021-1 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any, for such date (calculated
after giving effect to any withdrawals from the Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) and deposits to the Class A/B/C/D Reserve Account on such date pursuant to Section
5.3 (Application of Funds in the Series 2021-1 Interest Collection Account ));
(c) third, if such date is a Redemption Date with respect to any Class of Series 2021-1 Notes, then for
deposit into the Series 2021-1 Distribution Account to be paid on such date, pro rata, to all Noteholders of such Class to
the extent necessary to pay the Principal Amount of such Class, all accrued Class Interest Amount for such Class through
the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption
Date;
( d ) fourth, if such date is a Payment Date during the Series 2021-1 Controlled Amortization Period,
then for deposit into the Series 2021-1 Distribution Account to be paid on such date (i) first, pro rata, to all Class A
Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class A Notes
on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class
C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes
on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, if the Class E
Notes have been issued, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled
Distribution Amount with respect to the Class E Notes on such Payment Date;
( e ) fifth, during the Series 2021-1 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for deposit into the Series
2021-1 Distribution Account to be paid on the Payment Date immediately succeeding such deposit date (a) first, pro rata,
to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, and (ii) if such
date is after a Determination Date and on or prior to the Payment Date immediately succeeding such Determination Date,
then for deposit into the Series 2021-1 Distribution Account to be paid on the second Payment Date immediately
succeeding such deposit date (a) first, pro rata, to all Class A Noteholders to the extent necessary to pay the Class A
Principal Amount with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay
the Class B Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent
necessary to pay the Class C Principal Amount with respect to such date, (d) fourth, pro rata, to all Class D Noteholders
to the extent necessary to pay the Class D Principal Amount with respect to such date and (e) fifth, if the Class E Notes
have been issued as of such date, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E
Principal Amount with respect to such date;
( f ) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be
paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under
the Base Indenture, in each case to the extent that no Potential Amortization Event with respect to the Series 2021-1
Notes exists as of such date or would occur as a result of such application; and
release to HVF III, will remain on deposit in the Series 2021-1 Principal Collection Account.
( g ) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for
Section 5.5 Class A/B/C/D Reserve Account Withdrawals . On each Payment Date, HVF III shall direct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all
amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the
Series 2021-1 Interest Collection Account) and 5.4 (Application of Funds in the Series 2021-1 Principal Collection Account )) in
the Class A/B/C/D Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D
Reserve Account):
(a) first, to the Series 2021-1 Interest Collection Account an amount equal to the excess, if any, of the
Series 2021-1 Payment Date Interest Amount for such Payment Date over the Series 2021-1 Payment Date Available
Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the
Class A/B/C/D Available Reserve Account Amount on such Payment Date, the “ Class A/B/C/D Reserve Account
Interest Withdrawal Shortfall”);
(b) second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment Date,
then to the Series 2021-1 Principal Collection Account an amount equal to such Class A/B/C/D Principal Deficit
Amount; and
(c) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series 2021-
1 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D Reserve Account pursuant to
this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D Principal Amount in full on such
Legal Final Payment Date, then to the Series 2021-1 Principal Collection Account, an amount equal to such
insufficiency;
provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written direction on such date.
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes.
(a) Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D Letters of Credit. If
HVF III determines on any Payment Date that there exists a Class A/B/C/D Reserve Account Interest Withdrawal Shortfall with
respect to such Payment Date, then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D Letters of Credit,
if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the
Trustee, by 12:00 noon (New York City time) on such Payment Date, shall draw an amount, as set forth in such notice, equal to
the least of (i) such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the Class A/B/C/D Letter of Credit
Liquidity Amount as of such Payment Date and (iii) the Series 2021-1 Lease Interest Payment Deficit for such Payment Date, by
presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Credit
Demand on the Class A/B/C/D Letters of Credit; provided, that if the Class A/B/C/D L/C Cash Collateral Account has been
established and funded, then the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account and deposit into
the Series 2021-1 Interest Collection Account an amount as set forth in such notice equal to the lesser of (1) the Class A/B/C/D
L/C Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) and (iii) above and
(2) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds
of any such draw on the Class A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C
Cash Collateral Account into the Series 2021-1 Interest Collection Account on such Payment Date.
(b) Class A/B/C/D Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on Class
A/B/C/D Letters of Credit. If HVF III determines on any Payment Date that there exists a Series 2021-1 Lease Principal Payment
Deficit that exceeds the amount, if any, withdrawn from the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class
A/B/C/D Reserve Account Withdrawals), then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D Letters
of Credit, if any, in an amount as set forth in such notice equal to the least of:
(i) such excess;
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class
A/B/C/D Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)); and
(iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class
A/B/C/D Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D Reserve Account
pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and (y) on the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2021-1
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-1
Supplement (other than this Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and
Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date
for payment of principal of the Class A/B/C/D Notes.
Upon receipt of a notice by the Trustee from HVF III in respect of a Series 2021-1 Lease Principal Payment Deficit on or
prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such
Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B/C/D
Letters of Credit by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D
Certificate of Credit Demand; provided however, that if the Class A/B/C/D L/C Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of
(x) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to
the Trustee by HVF III and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date (after
giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into
the Series 2021-1 Principal Collection Account on such Payment Date.
( c ) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Demand Note. If (A) on any
Determination Date, HVF III determines that the Class A/B/C/D Principal Deficit Amount on the next succeeding Payment Date
(after giving effect to any withdrawals from the Class A/B/C/D Reserve Account on such Payment Date pursuant to Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and any draws on the Class A/B/C/D Letters of Credit on such Payment
Date pursuant to Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) will be greater than zero or
(B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class A/B/C/D Principal
Amount exceeds the amount to be deposited into the Series 2021-1 Distribution Account (together with all amounts to be
deposited therein pursuant to the terms of this Series 2021-1 Supplement (other than this Section 5.6(c) (Class A/B/C/D Letters of
Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D
Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, HVF III shall
instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in
the form of Exhibit B-2 hereto (each a “Class A/B/C/D Demand Notice”) on Hertz for payment under the Class A/B/C/D
Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than the
Legal Final Payment Date, then the excess, if any, of such Class A/B/C/D Principal Deficit Amount over the amount to be
deposited into the Series 2021-1 Principal Collection Account in accordance with Section 5.5(b) (Class A/B/C/D Reserve Account
Withdrawals) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and (y) on the
Determination Date related to the Legal Final Payment
Date, the excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2021-1
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-1 Supplement
(other than this Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment
Date for payment of principal of the Class A/B/C/D Notes, and (ii) the principal amount of the Class A/B/C/D Demand Note. The
Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such
Class A/B/C/D Demand Notice to Hertz; provided however, that if 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 sixty (60) consecutive days) with respect to Hertz
shall have occurred and be continuing, the Trustee shall not be required to deliver such Class A/B/C/D Demand Notice to Hertz.
The Trustee shall cause the proceeds of any demand on the Class A/B/C/D Demand Note to be deposited into the Series 2021-1
Principal Collection Account.
(d) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Letters of Credit. If (i) the Trustee
shall have delivered a Class A/B/C/D Demand Notice as provided in Section 5.6(c) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2021-1 Distribution Account
the amount specified in such Class A/B/C/D Demand Notice in whole or in part by 12:00 noon (New York City time) on the
Business Day following the making of the Class A/B/C/D Demand Notice, (ii) due to the occurrence of an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60)
consecutive days) with respect to Hertz, the Trustee shall not have delivered such Class A/B/C/D Demand Notice to Hertz, or
(iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D Letters of Credit, if any, by 12:00 noon
(New York City time) on such Business Day in an amount equal to the lesser of:
(i) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, or the amount that the Trustee
failed to demand for payment thereunder or the Preference Amount, as the case may be, and
(ii) the Class A/B/C/D Letter of Credit Amount on such Business Day, in each case by presenting to each Class
A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Unpaid Demand Note Demand
or, in the case of a Preference Amount, a Class A/B/C/D Certificate of Preference Payment Demand; provided however,
that if the Class A/B/C/D L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from
the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D L/C Cash
Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately
above and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Business Day (after giving
effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand
Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class A/B/C/D Letters of
Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B/C/D Letters of
Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into the Series
2021-1 Principal Collection Account on such date.
(e) Draws on the Class A/B/C/D Letters of Credit. If there is more than one Class A/B/C/D Letter of Credit on
the date of any draw on the Class A/B/C/D Letters of Credit pursuant to the terms of this Series 2021-1 Supplement (other than
pursuant to Section 5.8(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account )), then HVF III
shall instruct the Trustee, in writing, to draw on each Class A/B/C/D Letter of Credit an amount equal to the Pro Rata Share for
such Class A/B/C/D Letter of Credit of such draw on such Class A/B/C/D Letter of Credit.
Section 5.7 Past Due Rental Payments. On each Series 2021-1 Deposit Date, HVF III will direct the Trustee in writing,
prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all
Collections then on deposit representing Series 2021-1 Past Due Rent Payments and deposit such amount into the Series 2021-1
Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2021-1 Interest
Collection Account and apply the Series 2021-1 Past Due Rent Payment in the following order:
(i) if the occurrence of the related Series 2021-1 Lease Payment Deficit resulted in one or more Class A/B/C/D
L/C Credit Disbursements being made under any Class A/B/C/D
Letters of Credit, then pay to or at the direction of Hertz for reimbursement to each Class A/B/C/D Letter of Credit
Provider who made such a Class A/B/C/D L/C Credit Disbursement an amount equal to the lesser of (x) the
unreimbursed amount of such Class A/B/C/D Letter of Credit Provider’s Class A/B/C/D L/C Credit Disbursement and
(y) such Class A/B/C/D Letter of Credit Provider’s pro rata portion, calculated on the basis of the unreimbursed amount
of each such Class A/B/C/D Letter of Credit Provider’s Class A/B/C/D L/C Credit Disbursement, of the amount of the
Series 2021-1 Past Due Rent Payment;
(ii) if the occurrence of such Series 2021-1 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class A/B/C/D L/C Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2021-1 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D L/C Cash Collateral Account on
account of such Series 2021-1 Lease Payment Deficit;
(iii) if the occurrence of such Series 2021-1 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then
deposit in the Class A/B/C/D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2021-1 Past
Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D
Reserve Account Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2021-1 Principal Collection Account. Section 5.8 Class
A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account.
(a) Class A/B/C/D Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen (16) Business
Days prior to the then scheduled Class A/B/C/D Letter of Credit Expiration Date with respect to any Class A/B/C/D Letter of
Credit, excluding such Class A/B/C/D Letter of Credit from each calculation in clauses (i) through (iii) immediately below but
taking into account any substitute Class A/B/C/D Letter of Credit that has been obtained from a Class A/B/C/D Eligible Letter of
Credit Provider and is in full force and effect on such date:
(i) the Series 2021-1 Asset Amount would be less than the Series 2021-1 Adjusted Asset Coverage Threshold
Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date);
(ii) the Class A/B/C/D Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from,
the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date); or
(iii) the Class A/B/C/D Letter of Credit Liquidity Amount would be less than the Class A/B/C/D Demand Note
Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class
A/B/C/D L/C Cash Collateral Account on such date);
then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D Letter of Credit
Expiration Date of:
A. the greatest of:
(i) the excess, if any, of the Series 2021-1 Adjusted Asset Coverage Threshold Amount over
the Series 2021-1 Asset Amount, in each case as of such date (after giving effect to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date);
(ii) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the
Class A/B/C/D Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect
to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date); and
(iii) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all
deposits to, and withdrawals from, the Class A/B/C/D L/C Cash Collateral Account on such date);
provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such
date, excluding from such calculation of each amount contained therein such Class A/B/C/D Letter of
Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained from
a Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
B. the amount available to be drawn on such expiring Class A/B/C/D 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 noon (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 noon (New York City time) on the next following Business Day), draw the lesser of the
amounts set forth in clauses (A) and (B) above on such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a
Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursements to be
deposited into the Class A/B/C/D L/C Cash Collateral Account. If the Trustee does not receive either notice from HVF III
described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D Letter of Credit
Expiration Date, then the Trustee, by 12:00 noon (New York City time) on such Business Day, shall draw the full amount of
such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand
and shall cause the Class A/B/C/D L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D L/C Cash
Collateral Account.
(b) Class A/B/C/D Letter of Credit Provider Downgrades . HVF III shall notify the Trustee in writing within one
(1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any Class A/B/C/D
Letter of Credit Provider has been downgraded such that such Class A/B/C/D Letter of Credit Provider would fail to qualify as a
Class A/B/C/D Eligible Letter of Credit Provider were such Class A/B/C/D Letter of Credit Provider to issue a Class A/B/C/D
Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D Letter of Credit Provider, a “ Class
A/B/C/D Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D Downgrade Event with
respect to any Class A/B/C/D Letter of Credit Provider, or, if such date is not a Business Day, the next succeeding Business Day,
HVF III shall notify the Trustee in writing (the “Class A/B/C/D Downgrade Withdrawal Amount Notice ”) on such date of (i) the
greatest of (A) the excess, if any, of the Series 2021-1 Adjusted Asset Coverage Threshold Amount over the Series 2021-1 Asset
Amount, (B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the Class A/B/C/D Adjusted
Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in the case of each of clauses (A) through (C) above, as of such date and excluding
from the calculation of each amount referenced in such clauses such Class A/B/C/D Letter of Credit but taking into account each
substitute Class A/B/C/D Letter of Credit that has been obtained from a Class A/B/C/D Eligible Letter of Credit Provider and is
in full force and effect on such date, and (ii) the amount available to be drawn on such Class A/B/C/D Letter of Credit on such
date (the lesser of such (i) and (ii), the “Class A/B/C/D Downgrade Withdrawal Amount ”). Upon receipt by the Trustee on or
prior to 10:30 a.m. (New York City time) on any Business Day of a Class A/B/C/D Downgrade Withdrawal Amount Notice, the
Trustee, by 12:00 noon (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 noon (New York City time) on the next following Business Day), shall draw on the Class
A/B/C/D Letters of Credit issued by such Class A/B/C/D Letter of Credit Provider in an amount (in the aggregate) equal to the
Class A/B/C/D Downgrade Withdrawal Amount specified in such notice by presenting a draft accompanied by a Class
A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursement to be deposited
into a Class A/B/C/D L/C Cash Collateral Account.
(c) Reductions in Stated Amounts of the Class A/B/C/D Letters of Credit . If the Trustee receives a written notice
from HVF III, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any Class A/B/C/D
Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the Class A/B/C/D
Letter of Credit Provider who issued such Class A/B/C/D Letter of Credit a Class A/B/C/D Notice of Reduction requesting a
reduction in the stated amount of such Class A/B/C/D Letter of Credit in the amount requested in such notice effective on the
date set forth in such notice; provided, that on such effective date, immediately after giving effect to the requested reduction in
the stated amount of such Class A/B/C/D Letter of Credit, (i) the Class A/B/C/D Adjusted Liquid Enhancement Amount will
equal or exceed the Class A/B/C/D Required Liquid Enhancement Amount, (ii) the Class A/B/C/D Letter of Credit Liquidity
Amount will equal or exceed the Class A/B/C/D Demand Note Payment Amount and (iii) no Aggregate Asset Amount
Deficiency will exist immediately after giving effect to such reduction.
(d) Class A/B/C/D L/C Cash Collateral Account Surpluses and Class A/B/C/D Reserve Account Surpluses.
(i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the
written instructions of HVF III, shall, withdraw from the Class A/B/C/D Reserve Account an amount equal to the Class
A/B/C/D Reserve Account Surplus, if any, and pay such Class A/B/C/D Reserve Account Surplus to HVF III.
(ii) On each Payment Date on which there is a Class A/B/C/D L/C Cash Collateral Account Surplus, HVF III
may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to
the limitations set forth in this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account), withdraw the amount specified by HVF III from the Class A/B/C/D L/C Cash Collateral Account specified by
HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D L/C Cash
Collateral Account shall be limited to the least of (a) the Class A/B/C/D Available L/C Cash Collateral Account Amount
on such Payment Date, (b) the Class A/B/C/D L/C Cash Collateral Account Surplus on such Payment Date and (c) the
excess, if any, of the Class A/B/C/D Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D
Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D L/C Cash
Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash
Collateral Account) shall be paid:
first, to the Class A/B/C/D Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D
Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers in respect of the Class A/B/C/D
Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D Letters of
Credit, and
second, to HVF III, any remaining amounts.
Section 5.9 Certain Instructions to the Trustee.
(a) If on any date the Class A/B/C/D Principal Deficit Amount is greater than zero or HVF III determines that
there exists a Series 2021-1 Lease Principal Payment Deficit, then HVF III shall promptly provide written notice thereof to the
Trustee.
(b) On or before 10:00 a.m. (New York City time) on each Payment Date, HVF III shall notify the Trustee of the
amount of any Series 2021-1 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto (each a “Lease
Payment Deficit Notice”).
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment . If HVF III fails to give notice or
instructions to make any payment from or deposit into the Collection Account or any Series 2021-1 Account required to be given
by HVF III, at the time specified herein or in any other Series 2021-1 Related Document (including applicable grace periods), the
Trustee shall make such payment or deposit into or from the Collection Account or such Series 2021-1 Account without such
notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, 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 Series 2021-1 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall
deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to
give instructions to draw on any Class A/B/C/D Letters of Credit with respect to a Class of Series 2021-1 Notes required to be
given by HVF III, at the time specified in this Series 2021-1 Supplement, the Trustee shall draw on such Class A/B/C/D Letters
of Credit with respect to such Class of Series 2021-1 Notes without such instruction from HVF III; provided, that HVF III, upon
request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such
Class A/B/C/D Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS
Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and
warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties):
(a) HVF III. HVF III represents and warrants that each of its representations and warranties in the Series 2021-1
Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date) and further represents and warrants, in each case
for the benefit of the Trustee and the Series 2021-1 Noteholders, that:
(i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2021-1
Notes, is continuing; and
(ii) on the Series 2021-1 Closing Date, HVF III has furnished to the Trustee copies of all Series 2021-1
Related Documents to which it is a party as of the Series 2021-1 Closing Date, all of which are in full force and effect as
of the Series 2021-1 Closing Date.
(b) Administrator. The Administrator represents and warrants that each representation and warranty made by it in
each Series 2021-1 Related Document, is true and correct in all material respects as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).
Section 6.2 Covenants. Each of HVF III and the Administrator each severally covenants and agrees that, until the
Series 2021-1 Notes have been paid in full, it will:
(a) Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and negative) and
obligations under each Series 2021-1 Related Document to which it is a party.
(b) Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2021-1 Notes to be (x) 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) or (y) loaned to others for the purpose of purchasing or carrying any margin
stock or (ii) amounts owed with respect to the Series 2021-1 Notes to be secured, directly or indirectly, by any margin stock.
(c) Series 2021-1 Third-Party Market Value Procedures . Comply with the Series 2021-1 Third-Party Market
Value Procedures in all material respects.
(d) [Reserved].
(e) Noteholder Statement AUP. On or prior to the Payment Date occurring in February 2022 and in July of each
subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent consultants
(which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report addressed to the
Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents and records relating
to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported
upon by such firm of independent certified public accountants or independent consultants shall be those determined by the
Administrator in its sole and absolute discretion.
each Series 2021-1 Noteholder:
(f) Financial Statements and Other Reporting . Solely with respect to HVF III, furnish or cause to be furnished to
(i) commencing on the Series 2021-1 Closing Date, within 120 days after the end of each of Hertz’s fiscal
years, copies of the Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements contained in such an
Annual Report if Hertz were a reporting company, including consolidated financial statements consisting of a balance
sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’
equity and cash flows of Hertz 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 Hertz; and
(ii) commencing on the Series 2021-1 Closing Date, within sixty (60) days after the end of each of the first
three quarters of each of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC
or, if Hertz is not a reporting company, information equivalent to that which would be required to be included in the
financial statements contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such
quarter and statements of income, stockholders’ equity and cash flows of Hertz 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 Hertz as having been prepared in accordance with GAAP.
The financial data that shall be delivered to the Series 2021-1 Noteholders pursuant to the foregoing paragraphs (i) and
(ii) shall be prepared in conformity with GAAP.
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), 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 such Hertz’s accountants not being “independent” (as defined pursuant to the
Exchange Act and the rules and regulations of the SEC thereunder), HVF III, in lieu of furnishing or causing to be furnished the
information, documents and reports so required to be furnished, may 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 HVF III shall in any event be required to furnish or cause to be
furnished 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 Article VI
(Representations and Warranties; Covenants; Closing Conditions ).
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), HVF III’s obligations to furnish or cause to be furnished any documents, reports, notices or other information
pursuant to this Article VI (Representations and Warranties; Covenants; Closing Conditions ) shall be deemed satisfied with
respect to such documents, reports, notices or other information upon (i) the same (or hyperlinks to the same) having been posted
on Hertz’s website (or such other website address as HVF III may specify by written notice to the Trustee from time to time) or
(ii) the same (or hyperlinks to same) having been posted on Hertz’s behalf on an internet or intranet website to which the Series
2021-1 Noteholders have access (whether a commercial, government (including, without limitation, EDGAR) or third-party
website or whether sponsored by or on behalf of the Series 2021-1 Noteholders). With respect to any documents, reports, notices
or other information electronically furnished in accordance with the preceding sentence, such documents, reports, notices or other
information shall be deemed furnished on the date posted in accordance with clause (i) or (ii), as the case may be, of the
preceding sentence.
Section 6.3 Closing Conditions. The effectiveness of this Series 2021-1 Supplement is subject to the conditions
precedent set forth in Section 2.3 (Series Supplement for each Series of Notes ) of the Base Indenture.
Section 6.4 Further Assurances.
(a) HVF III shall do such further acts and things, and execute and deliver to the Trustee such additional
assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in
the Series-Specific 2021-1 Collateral on behalf of the Series 2021-1 Noteholders as a perfected security interest subject to no
prior Liens (other than Series 2021-1 Permitted Liens) and to carry into effect the purposes of this Series 2021-1 Supplement or
the other Series 2021-1 Related Documents or to better assure and confirm unto the Trustee or the Series 2021-1 Noteholders
their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements, continuation
statements and amendments thereto necessary to achieve the foregoing. If HVF III fails to perform any of its agreements or
obligations under this Section 6.4(a) (Further Assurances), the Trustee shall, at the direction of the Majority Series 2021-1
Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in connection therewith shall
be payable by HVF III upon the Trustee’s demand therefor. The Trustee is hereby authorized to execute and file any financing
statements, continuation statements or other instruments necessary or appropriate to perfect or maintain the perfection of the
Trustee’s security interest in the Series-Specific 2021-1 Collateral.
(b) Unless otherwise specified in this Series 2021-1 Supplement, if any amount payable under or in connection
with any of the Series-Specific 2021-1 Collateral shall be or become evidenced by any promissory note, chattel paper or other
instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically
delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected,
be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
(c) HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific 2021-1
Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series 2021-1
Noteholders, against the claims and demands of all Persons whomsoever.
(d) On or before March 31 of each calendar year, commencing with March 31, 2023, HVF III shall furnish to the
Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Series 2021-1 Supplement, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any financing statements, continuation statements and
amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this Series 2021-1
Supplement in the Series-Specific 2021-1 Collateral and reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall
also describe the recording, filing, re- recording and refiling of this Series 2021-1 Supplement, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any financing statements, continuation statements and
amendments thereto that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security
interest of this Series 2021-1 Supplement in the Series-Specific 2021- 1 Collateral until March 31 in the following calendar year.
ARTICLE VII
AMORTIZATION EVENTS
Section 7.1 Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2021-1 Notes is not paid in full on or prior to the Expected Final
Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than
principal) payable in respect of, the Series 2021-1 Notes when due and payable and such default continues for a period of five (5)
consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive
Business Days;
Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any
Series 2021-1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account)
shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of
Series 2021-1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
any Lien described in clause (iii) of the definition of Series 2021-1
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than
Permitted Liens) or (ii) other than as a result of a Series 2021-1 Permitted Lien, the Trustee fails to have a valid
and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof
so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid
Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D
Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash
Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the
definition of Series 2021-1 Permitted Liens) or (ii) other than as a result of a Series 2021-1 Permitted Lien, the Trustee fails to
have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF
III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class
A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral
Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2021-1 Permitted Lien, the Trustee shall for any reason cease to have a valid
and perfected first priority security interest in the Series 2021-1 Collateral (other than the Class A/B/C/D Reserve Account
Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any
Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such
assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue
Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to
make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series
2021-1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30)
consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2021-1 Related Documents or any material portion thereof shall cease, for any reason, to be
in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise
expressly permitted in the Series 2021-1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing
in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date
of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code
(other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result
of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2021-1 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2021-1 Related Document
and the failure to so comply materially and adversely affects the interests of the Series 2021-1 Noteholders and continues to
materially and adversely affect the interests of the Series 2021-1 Noteholders for a period of thirty (30) consecutive days after the
earlier of (i) the date on which
an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority
Series 2021-1 Controlling Class; or
(m) any representation made by HVF III in any Series 2021-1 Related Document is false and such false
representation materially and adversely affects the interests of the Series 2021-1 Noteholders and the event or condition that
caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on
which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to
HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2021-1 Controlling Class.
Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with
respect to the Series 2021-1 Notes will immediately occur without any notice or other action on the part of the Trustee or
any Series 2021-1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is
continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2021-1 Controlling Class may,
by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2021-1
Notes has occurred as of the date of the notice.
An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-1 Notes
described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority
Series 2021-1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with
respect to the Series 2021-1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the
written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders
holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C
Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential
Amortization Event.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-1 Notes, if the event
or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure,
waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every
purpose under the Series 2021-1 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base
Indenture applicable to all Series of Notes.
ARTICLE VIII
SUBORDINATION OF NOTES
Section 8.1 Subordination of Class B Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-1 Principal Collection Account ), no payments on account
of interest with respect to the Class B Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all Class A
Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts) have been paid in full, and during the Series
2021-1 Controlled Amortization Period no payments of principal of Class B Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes has been paid in full and during the Series 2021-1 Rapid
Amortization Period, no payments of principal of the Class B Notes will be made unless and until the aggregate outstanding
principal amount of the Class A Notes has been paid in full.
Section 8.2 Subordination of Class C Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-1 Principal Collection Account ), no payments on account
of interest with respect to the Class C Notes shall be made
on any Payment Date until all payments of interest then due and payable with respect to the Class A Notes and the Class B Notes
on such Payment Date (including, without limitation, all accrued interest, all Class A Deficiency Amounts and all Class B
Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts and Class B Deficiency Amounts) have been
paid in full, and during the Series 2021- 1 Controlled Amortization Period, no payments of principal with respect to the Class C
Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes and Class B Notes
have been paid in full and during the Series 2021-1 Rapid Amortization Period, no payments of principal of Class C Notes will
be made unless and until the aggregate outstanding principal amount of the Class A Notes and the Class B Notes has been paid in
full.
Section 8.3 Subordination of Class D Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-1 Principal Collection Account ), no payments on account
of interest with respect to the Class D Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date (including, without
limitation, all accrued interest, all Class A Deficiency Amounts, Class B Deficiency Amounts and all Class C Deficiency
Amounts and all interest accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts and Class C Deficiency
Amounts) have been paid in full, and during the Series 2021-1 Controlled Amortization Period no payments of principal of Class
D Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes, Class B Notes
and Class C Notes have been paid in full and during the Series 2021-1 Rapid Amortization Period, no payments of principal of
the Class D Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes, Class B Notes
and Class C Notes has been paid in full.
Section 8.4 Subordination of Class E Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-1 Principal Collection Account ), no payments on account
of interest with respect to the Class E Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts, all Class B Deficiency Amounts, all Class C
Deficiency Amounts and all Class D Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts, Class B
Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts) have been paid in full; provided, that if
any irrevocable letters of credit and/or reserve accounts are issued and/or established solely for the benefit of the Class E
Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment
Date notwithstanding that interest may not be paid in full on the Class A Notes, the Class B Notes, the Class C Notes and/or the
Class D Notes on such Payment Date, and no payments on account of principal with respect to the Class E Notes shall be made
on any Payment Date until all Class Controlled Distribution Amounts payable and all payments of principal then due and payable
with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date has been
paid in full.
Section 8.5 When Distribution Must be Paid Over. In the event that any Series 2021-1 Noteholder (or Series 2021-1
Note Owner) receives any payment of any principal, interest or other amounts with respect to the Series 2021-1 Notes at a time
when such Series 2021-1 Noteholder (or Series 2021-1 Note Owner, as the case may be) has actual knowledge that such
payment is prohibited by the preceding sections of this Article VIII (Subordination of Notes ), such payment shall be held by
such Series 2021-1 Noteholder (or Series 2021-1 Note Owner, as the case may be) in trust for the benefit of, and shall be paid
forthwith over and delivered to, the Trustee for application consistent with the preceding sections of this Article VIII
(Subordination of Notes).
ARTICLE IX
GENERAL
Section 9.1 Optional Redemption of the Series 2021-1 Notes.
(a) On any Business Day prior to the Expected Final Payment Date, HVF III may, at its option, redeem any Class
of Class A/B/C/D Notes (such date, with respect to such Class of Notes, the “Redemption Date”), in whole but not in part, at a
redemption price equal to 100% of the outstanding Principal Amount thereof plus any Make-Whole Premium (including accrued
and unpaid Class Interest Amount with respect to such Class through such Redemption Date based upon the number of days of
unpaid interest divided by 360) due with respect to such Class as of such Redemption Date, each of which amounts shall be
payable in accordance with Section 5.4 (Application of Funds in the Series 2021-1 Principal Collection Account ); provided that
no Class of Class A/B/C/D Notes may be redeemed pursuant to the foregoing if any Senior Class of Series 2021-1 Notes with
respect to such Class of Series 2021-1 Notes would remain outstanding immediately after giving effect to such redemption.
(b) If HVF III elects to redeem any Class of Series 2021-1 Notes pursuant to Sections 9.1(a) (Optional
Redemption of the Series 2021-1 Notes), then HVF III shall notify the Trustee in writing at least seven (7) days prior to the
intended date of redemption of (i) such intended date of redemption (which may be an estimated date, confirmed to the Series
2021-1 Noteholders no later than three (3) Business Days prior to the date of redemption), and (ii) the applicable Class of Series
2021-1 Notes subject to redemption and the CUSIP number with respect to such Class. Upon receipt of a notice of redemption
from HVF III, the Trustee shall give notice of such redemption to the Series 2021-1 Noteholders of the Class of Series 2021-1
Notes to be redeemed. Such notice by the Trustee shall be given not less than three (3) days prior to the intended date of
redemption.
Section 9.2 Information.
(a) On or before 12:00 p.m. eastern standard time of the fourth Business Day prior to each Payment Date (unless
otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’ Statement with respect to the
Series 2021-1 Notes setting forth the information set forth on Schedule II (Monthly Noteholders’ Statement Information ) hereto
(including reasonable detail of the materially constituent terms thereof, as determined by HVF III) in any reasonable format.
(b) Upon any amendment to any of the Series 2021-1 Related Documents, HVF III shall, not more than five (5)
Business Days thereafter, provide the amended version of such Series 2021- 1 Related Document to the Trustee, and the Trustee
shall furnish a copy of such amended Series 2021-1 Related Document no later than the second (2 ) succeeding Business Day
following such receipt by the Trustee, which obligation to furnish shall be deemed satisfied upon the Trustee’s posting, or
causing to be posted, such amended Series 2021-1 Related Document to the website specified in clause (a) above (or any
successor or replacement website, in accordance with such clause (a)).
nd
Section 9.3 Confidentiality. The Trustee and each Series 2021-1 Note Owner agrees, by its acceptance and holding of a
beneficial interest in a Series 2021-1 Note, that it shall not disclose any Confidential Information to any Person without the prior
written consent of HVF III, which such consent must be evident in a writing signed by an Authorized Officer of HVF III, other
than (a) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates
who agree to hold confidential the Confidential Information; (b) such person’s financial advisors and other professional advisors
who agree to hold confidential the Confidential Information; (c) any other Series 2021-1 Note Owner; (d) any person of the type
that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2021-1 Notes in accordance with the
requirements of this Series 2021-1 Supplement to which such person sells or offers to sell any such interest in the Series 2021-1
Notes or any part thereof and that agrees to hold confidential the Confidential Information in accordance with this Series 2021-1
Supplement; (e) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person;
(f) the National Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency
that requires access to information about the investment portfolio or such person; (g) any reinsurers or liquidity or credit
providers that agree to hold confidential the Confidential Information; (h) any other person with the consent of HVF III; or (i)
any other person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law,
rule, regulation, statute or order applicable to such person, (B) in response to any subpoena or other legal process upon prior
notice to HVF III (unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any
litigation to which such person is a party upon prior notice to HVF III (unless prohibited by applicable law or other requirement
having the force of law) or (D) if an Amortization Event with respect to the Series 2021-1 Notes has occurred and is continuing,
to the extent such person may reasonably determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Series 2021-1 Notes, this Series 2021-1 Supplement or any
other document relating to the Series 2021-1 Notes.
Section 9.4 Ratification of Base Indenture. As supplemented by this Series 2021-1 Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by
this Series 2021-1 Supplement shall be read, taken, and construed as one and the same instrument (except as otherwise specified
herein).
Section 9.5 Notice to the Rating Agencies . The Trustee shall provide to each Rating Agency a copy of each notice to the
Series 2021-1 Noteholders delivered to the Trustee pursuant to this Series 2021- 1 Supplement or any other Related Document.
The Trustee shall provide notice to each Rating Agency of any consent by the Series 2021-1 Noteholders to the waiver of the
occurrence of any Amortization Event with respect to the Series 2021-1 Notes. HVF III will provide each Rating Agency rating
the Series 2021- 1 Notes with a copy of any operative Manufacturer Program upon written request by such Rating Agency.
Section 9.6 Third Party Beneficiary. Nothing in this Series 2021-1 Supplement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their successors and assigns expressly permitted herein) any legal or
equitable right, remedy or claim under or by reason of this Series 2021-1 Supplement.
Section 9.7 Execution in Counterparts; Electronic Execution . This Series 2021-1 Supplement may be executed in any
number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or
DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart signature page of this Series 2021-1 Supplement by
facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Series
2021-1 Supplement and shall have the same legal validity and enforceability as a manually executed signature to the fullest
extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an
authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.
Section 9.8 Governing Law. THIS SERIES 2021-1 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR
RELATING TO THIS SERIES 2021-1 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAW.
Section 9.9 Amendments. This Series 2021-1 Supplement may be amended or modified, and any provision may be
waived, in accordance with the following paragraphs of this Section 9.9 (Amendments):
(a) Without the Consent of the Series 2021-1 Noteholders . Without the consent of any Series 2021-1 Noteholder,
HVF III and the Trustee, at any time and from time to time, may enter into one or more amendments, modifications or waivers, in
form satisfactory to the Trustee, for any of the following purposes:
(i) to add to the covenants of HVF III for the benefit of any Series 2021-1 Noteholder or to surrender
any right or power herein conferred upon HVF III (provided, however, that HVF III shall not pursuant to this Section 9.9(a)(i)
(Without Consent of the Noteholders) surrender any right or power it has under any Related Document other than to the Trustee
or the Series 2021-1 Noteholders);
contained in any Series Supplement or in any Notes issued thereunder;
(ii) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision
Series 2021-1 Notes;
(iii) to provide for uncertificated Series 2021-1 Notes in addition to certificated
(iv) to add to or change any of the provisions of this Series 2021-1 Supplement
to such extent as shall be necessary to permit or facilitate the issuance of Series 2021-1 Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(v) to conform this Series 2021-1 Supplement to the terms of the offering document(s) for the Series
2021-1 Notes;
(vi) to correct or supplement any provision in this Series 2021-1 Supplement which may be
inconsistent with any other provision herein or in the Base Indenture or to make any other provisions with respect to matters or
questions arising under this Series 2021-1 Supplement or in the Base Indenture;
the Series Collateral; and
(vii) to evidence and provide for the addition of medium-duty trucks in the Indenture Collateral and/or
(viii) to effect any other amendment that does not materially adversely affect the interests of the Series
2021-1 Noteholders;
provided, however, that (i) as evidenced by an Officer’s Certificate of HVF III, such action shall not materially adversely affect
the interests of the Series 2021-1 Noteholders, (ii) any amendment or modification shall not be effective until the Series 2021-1
Rating Agency Condition has been satisfied with respect to such amendment or modification (unless 100% of the Series 2021-1
Noteholders have consented thereto) and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution.
( b ) With the Consent of the Majority Series 2021-1 Noteholders . Except as provided in Section 9.9(a)
(Amendments) or Section 9.9(c) (Amendments), this Series 2021-1 Supplement may from time to time be amended, modified or
waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF III, the Trustee and the
Majority Series 2021-1 Noteholders, (ii) in the case of an amendment or modification, the Series 2021-1 Rating Agency
Condition is satisfied (unless otherwise consented to in writing by 100% of the Series 2021-1 Noteholders) with respect to such
amendment or modification and (iii) HVF III shall provide each Rating Agency notice of such amendment or modification
promptly after its execution; provided that the consent of any Series 2021-1 Noteholder shall not be required to provide for the
issuance of any Class E Notes in accordance with Section 9.18 (Issuance of Class E Notes), subject to the satisfaction of the
Series 2021-1 Rating Agency Condition with respect to such amendment or modification;
(c) With the Consent of 100% of the Series 2021-1 Noteholders . Notwithstanding the foregoing Sections 9.9(a)
and (b) (Amendments), without the consent of 100% of the Series 2021-1 Noteholders affected by such amendment, modification
or waiver and upon notice to DBRS, no amendment, modification or waiver (other than any waiver effected pursuant to Section
7.1 (Amortization Events) shall:
(i) amend or modify the definition of “Majority Series 2021-1 Noteholders” or Section 2.5 (Required Series
Noteholders) in this Series 2021-1 Supplement or otherwise reduce the percentage of Series 2021-1 Noteholders whose
consent is required to take any particular action hereunder;
(ii) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Series 2021-1 Note (or reduce the principal amount of or rate of interest on any Series 2021-1 Note or
otherwise change the manner in which interest is calculated); or
(iii) amend or modify Section 2.1(a) (Initial Issuance on the Series 2021-1 Closing Date ) , Section 4.1
(Granting Clause) , Section 5.3 (Application of Funds in the Series 2021-1 Interest Collection Account ) , Section 5.4
(Application of Funds in the Series 2021-1 Principal Collection Account), Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals), Section 7.1 (Amortization Events) (other than pursuant to any waiver effected pursuant to Section 7.1
(Amortization Events) of this Series 2021-1 Supplement), Section 9.9(a), (b) or (c) (Amendments) or Section 9.19
(Trustee Obligations under the Retention Requirements ), or otherwise amend or modify any provision relating to the
amendment or modification of this Series 2021-1 Supplement or that pursuant to the Series 2021-1 Related Documents
expressly requires the consent of 100% of the Series 2021-1 Noteholders or each Series 2021-1 Noteholder affected by
such amendment or modification;
( d ) Series 2021-1 Supplemental Indentures. Each amendment or other modification to this Series 2021-1
Supplement shall be set forth in a Series 2021-1 Supplemental Indenture. The initial effectiveness of each Series 2021-1
Supplemental Indenture shall be subject to the delivery to the Trustee
of an Opinion of Counsel (which may be based on an Officer’s Certificate) that such Series 2021-1 Supplemental Indenture is
authorized or permitted by this Series 2021-1 Supplement.
(e) The Trustee to Sign Amendments, etc. The Trustee shall sign any Series 2021- 1 Supplemental Indenture
authorized or permitted pursuant to this Section 9.9 (Amendments) if such Series 2021-1 Supplemental Indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee, and if such Series 2021-1 Supplemental Indenture does
adversely affect the rights, duties, liabilities or immunities of the Trustee, then the Trustee may, but need not, sign it. In signing
such Series 2021-1 Supplemental Indenture, the Trustee shall be entitled to receive, if requested, and, subject to Section 7.2
(Limited Liability Company and Governmental Authorization ) of the Base Indenture, shall be fully protected in relying upon, an
Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s Certificate) as conclusive
evidence that such Series 2021-1 Supplemental Indenture is authorized or permitted by this Section 9.9 (Amendments) and that
all conditions precedent specified in this Section 9.9 (Amendments) have been satisfied, and that it will be valid and binding upon
HVF III in accordance with its terms.
Section 9.10 Administrator to Act on Behalf of HVF III . Pursuant to the Administration Agreement, the Administrator
has agreed to provide certain services to HVF III and to take certain actions on behalf of HVF III, including performing or
otherwise satisfying any action, determination, calculation, direction, instruction, notice, delivery or other performance
obligation, in each case, permitted or required by HVF III pursuant to this Series 2021-1 Supplement. Each Noteholder by its
acceptance of a Note and the Trustee by its execution hereof, hereby consents to the provision of such services and the taking of
such action by the Administrator in lieu of HVF III and hereby agrees that HVF III’s obligations hereunder with respect to any
such services performed or action taken shall be deemed satisfied to the extent performed or taken by the Administrator and to
the extent so performed or taken by the Administrator shall be deemed for all purposes hereunder to have been so performed or
taken by HVF III; provided, that for the avoidance of doubt, none of the foregoing shall create any payment obligation of the
Administrator or relieve HVF III of any payment obligation hereunder; provided, further, that if an Amortization Event with
respect to the Series 2021-1 Notes has occurred and is continuing or if a Limited Liquidation Event of Default has occurred and
the Administrator has failed to take any action on behalf of HVF III that HVF III is required to take pursuant to the this Series
2021-1 Supplement, all or any determinations, calculations, directions, instructions, notices, deliveries or other actions required
to be effected by HVF III or the Administrator hereunder may be effected or directed by the Majority Series 2021-1 Noteholders
or any appointed agent or representative thereof, and HVF III shall, and shall cause the Administrator to, provide reasonable
assistance in furtherance of the foregoing, and the Trustee shall follow any such direction as if delivered by the Administrator or
by the Administrator on behalf of HVF III, in each case to the extent such direction is consistent with this Series 2021-1
Supplement and the Related Documents.
Section 9.11 Successors. All agreements of HVF III in this Series 2021-1 Supplement and with respect to the Series
2021-1 Notes shall bind its successor; provided, however, except as provided in Section 9.9 (Amendments), HVF III may not
assign its obligations or rights under this Series 2021-1 Supplement or any Series 2021-1 Note. All agreements of the Trustee in
this Series 2021-1 Supplement shall bind its successor.
Section 9.12 Termination of Series Supplement . This Series 2021-1 Supplement shall cease to be of further effect when
(i) all Outstanding Series 2021-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2021-1 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF III has paid all sums
payable hereunder, and (iii) the Class A/B/C/D Demand Note Payment Amount is equal to zero or the Class A/B/C/D Letter of
Credit Liquidity Amount is equal to zero.
Section 9.13 Electronic Execution. This Series 2021-1 Supplement may be transmitted and/or signed in accordance with
Section 9.7 (Execution in Counterparts, Electronic Execution) hereto.
Section 9.14 Additional UCC Representations. Without limiting any other representation or warranty given by HVF III
in the Base Indenture, HVF III hereby makes the representations and warranties set forth below in this Section 9.14 (Additional
UCC Representations) for the benefit of the Trustee and the Series 2021-1 Noteholders, in each case, as of the date hereof.
(a) General.
(i) The Series 2021-1 Supplement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Class A/B/C/D Demand Note and all of its proceeds (the “Series Collateral”) in favor of the Trustee for
the benefit of the Series 2021-1 Noteholders and in the case of each of clause (a) and (b) is prior to all other Liens on such
Indenture Collateral and Series Collateral, as applicable, except for Series 2021-1 Permitted Liens, respectively, and is
enforceable as such against creditors and purchasers from HVF III.
(ii) HVF III owns and has good and marketable title to the Indenture Collateral and the Series
Collateral free and clear of any lien, claim, or encumbrance of any Person, except for Series 2021-1 Permitted Liens,
respectively.
(b) Characterization. The Class A/B/C/D Demand Note constitutes an “instrument” within the meaning of the
applicable UCC and (b) all Manufacturer Receivables constitute “accounts” or “general intangibles” within the meaning of the
applicable UCC.
(c) Perfection by Filing. HVF III has caused or will have caused, within ten (10) days after the Series 2021-1
Closing Date, 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 any accounts and general intangibles included in the Series Collateral
granted to the Trustee.
the Class A/B/C/D Demand Note have been delivered to the Trustee.
(d) Perfection by Possession. All original copies of the Class A/B/C/D Demand Note that constitute or evidence
(e) Priority.
(i) Other than the security interest granted to the Trustee pursuant to the Series 2021-1 Supplement,
HVF III has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Series Collateral.
HVF III has not authorized the filing of and is not aware of any financing statements against HVF III that include a description of
collateral covering the Series Collateral, other than any financing statement relating to the security interests granted to the
Trustee, as secured party under the Series 2021-1 Supplement, respectively, or that has been terminated. HVF III is not aware of
any judgment or tax lien filings against HVF III.
been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
(ii) The Class A/B/C/D Demand Note does not contain any marks or notations indicating that it has
Section 9.15 Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 13.1
(Notices) of the Base Indenture, and (ii) in the case of the Administrator, unless otherwise specified by the Administrator by
notice to the respective parties hereto, in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), e-mail, facsimile or overnight air courier guaranteeing next day delivery, to:
The Hertz Corporation 8501 Williams Road
Estero, Florida 33928
Attention: Treasury Department / General Counsel Phone: [*]
Fax: [*]
E-mail: [*]
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 e-mail or facsimile shall
be deemed given on the date of delivery of such notice if received before 12:00 noon ET or the next Business Day if received at
or after 12:00 noon ET, and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date
that such notice is delivered to such overnight courier.
Section 9.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of
the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to the Base Indenture, this Series 2021-1 Supplement, the Series 2021-1 Notes or the
transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to the Base
Indenture, this Series 2021-1 Supplement, the Series 2021-1 Notes or the transactions contemplated hereby; (ii) agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action
or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any
such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was
brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner
provided for notices in Section 9.15 (Notices) (provided that, nothing in this Series 2021-1 Supplement shall affect the right of
any such party to serve process in any other manner permitted by law).
Section 9.17 Waiver of Jury Trial . EACH OF THE PARTIES HERETO 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 THE BASE INDENTURE, THIS SERIES 2021-1
SUPPLEMENT, THE SERIES 2021- 1 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.18 Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2021-1 Closing Date. On any
date during the Series 2021-1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the
following conditions precedent:
(a) HVF III and the Trustee shall have entered into an amendment to this Series 2021-1 Supplement providing (a)
that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the
expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the
Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect
to the Class E Notes will be the Series 2021-1 Controlled Amortization Period and (e) payment mechanics with respect to the
Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such
other provisions with respect to the Class E Notes as may be required for such issuance;
(b) 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 proposed closing date for the issuance of the Class E Notes (such closing date, the
“Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company
Request (such specified Class E Notes, the “Proposed Class E Notes”):
(c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of
the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E
Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to
be authenticated and the Note Rate with respect to such Proposed Class E Notes;
(d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing
Date to the effect that:
(i) no Amortization Event with respect to the Series 2021-1 Notes, Series 2021-1 Liquidation Event,
Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur
as a result of the issuance of such Proposed Class E Notes;
(ii) all conditions precedent provided in this Series 2021-1 Supplement with respect to the
authentication and delivery of such Proposed Class E Notes have been complied with or waived; and
(iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2021-1
Supplement and any Series 2021-1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid
Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes;
connection with the issuance of the Proposed Class E Notes may provide for:
(e) No amendments to this Series 2021-1 Supplement or any Series 2021-1 Related Documents in
(i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class
A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class
A/B/C/D Notes remain outstanding;
(ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class
A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of
demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the
benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on the
Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D
Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the
Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D
Notes in any material respect;
(iii) during the Series 2021-1 Rapid Amortization Period, payment of principal of the Class E Notes
until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds
of incremental enhancement provided solely for the benefit of the Class E Notes;
(iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D
Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2021-1
Supplement that expressly require the consent of each Noteholder or Series 2021-1 Noteholder, as the case may be,
materially adversely affected thereby or (y) with respect to amendments to this Series 2021-1 Supplement, any
amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or
(v) the addition of any Amortization Event with respect to the Series 2021-1 Notes other than those
related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit
enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely
supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes;
(f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an
Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class
A/B/C/D Notes substantially to the effect that:
(i) the issuance of the Proposed Class E Notes will not adversely affect the
U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an
Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and
HVF III will not be classified as an association or as a
publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance;
(ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series
2021-1 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and
(iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and issued
by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will constitute
valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject, in the case
of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors’ rights generally and to general principles of equity; and
(g) The Series 2021-1 Rating Agency Condition shall have been satisfied with respect to the issuance of the
Proposed Class E Notes and the execution of any related amendments to this Series 2021-1 Supplement and/or any other Series
2021-1 Related Document.
Section 9.19 Trustee Obligations under the Retention Requirements. In no event shall the Trustee have any responsibility
to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed securities or other
rules or regulations relating to risk retention. The Trustee shall not be charged with knowledge of such rules, nor shall it be liable
to any Series 2021-1 Noteholder or any other party for violation of such rules now or hereafter in effect.
Section 9.20 Amendment and Restatement; No Novation. This Series 2021-1 Supplement shall constitute an amendment
and restatement, but not a novation, of the Original Series 2021-1 Supplement. The execution and delivery of this Series 2021-1
Supplement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not
constitute, a novation of either (i) the obligations and liabilities of HVF III under the Original Series 2021-1 Supplement, or (ii)
the grant of a security interest in the collateral described under the Original Series 2021-1 Supplement made by HVF III to the
Trustee. Each of the parties hereto hereby affirms, ratifies, confirms, renews, extends, continues and brings forward the grant of
security interest and pledge in the Original Series 2021-1 Supplement and agrees that the liens in the collateral described therein
shall continue without any diminution thereof and shall remain in full force and effect as valid, binding, and enforceable liens on
or after the date of this Series 2021-1 Supplement. The parties hereto reaffirm all UCC financing statements and continuation
statements and amendments thereof filed and all other filings and recordations made in respect of the collateral described in the
Original Series 2021-1 Supplement and the liens and security interests granted thereunder and under this Series 2021-1
Supplement and acknowledge that such filings and recordations were and remain authorized and effective on and after the date
hereof.
IN WITNESS WHEREOF, HVF III, the Trustee and the Administrator have caused this Series 2021-1
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.
HERTZ VEHICLE FINANCING III LLC, as Issuer
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: President and Treasurer
THE HERTZ CORPORATION, as Administrator
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By: /s/ Mitchell L. Brumwell
Title: Mitchell L. Brumwell
Vice President
SCHEDULE I
TO THE SERIES 2021-1 SUPPLEMENT
DEFINITIONS LIST
“144A Global Notes” has the meaning specified in Section 2.1(e) (Issuance—144A Global Notes) of this Series
2021-1 Supplement.
Supplement.
“Amended Series 2021-1 Supplement ” has the meaning specified in the Preamble to this Series 2021-1
this Series 2021-1 Supplement.
“Applicable Procedures” has the meaning specified in Section 2.2(e) (Transfer Restrictions for Global Notes ) of
“Base Indenture” has the meaning specified in the Preamble. “Base Rent” has the
meaning specified in the Lease.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title
I of ERISA, (ii) any “plan” (as defined in Section 4975(E)(1) of the Code) that is subject to Section 4975 of the Code or (iii) any
entity deemed to hold the “assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section 2510.3-
101, as modified by Section 3(42) of ERISA, or otherwise under ERISA).
“Blackbook Guide” has the meaning specified in the Lease.
successors and assigns.
“BNY” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its
C Notes, the Class D Notes or, if issued, the Class E Notes.
“Class” means a class of the Series 2021-1 Notes, which may be the Class A Notes, the Class B Notes, the Class
“Class A Deficiency Amount” means the Class Deficiency Amount for the Class A Notes. “ Class A Global Note”
means a Class A Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class A Notes.
“Class A Monthly Interest Amount” means, with respect to any Series 2021-1 Interest
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the
Note Register.
“Class A Notes” means any one of the Series 2021-1 Fixed Rate Rental Car Asset Backed
Notes, Class A, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1
or Exhibit A-1-2 to this Series 2021-1 Supplement.
Amount for the Class A Notes.
“Class A Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
collectively.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes,
“Class A/B/C/D Adjusted Liquid Enhancement Amount” means, as of any date of
determination, the Class A/B/C/D Liquid Enhancement Amount, as of such date, excluding from the
calculation thereof the amount available to be drawn under any Class A/B/C/D Defaulted Letter of Credit, as of such date.
“Class A/B/C/D Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Class A/B/C/D Principal Amount as of such date over (B) the Series 2021-1 Principal Collection Account Amount as of such
date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the
amount of cash on deposit in and Permitted Investments credited to the Class A/B/C/D L/C Cash Collateral Account as of such
date.
cash on deposit in and Permitted Investments credited to the Class A/B/C/D Reserve Account as of such date.
“Class A/B/C/D Available Reserve Account Amount ” means, as of any date of determination, the amount of
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a
Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form of
Annex C to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Termination Demand” means a certificate substantially in the form of Annex D to
a Class A/B/C/D Letter of Credit.
Annex B to Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D Letter
of Credit that, as of such date, an Authorized Officer of the Administrator has actual knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in accordance with its terms
or otherwise as expressly permitted in such Class A/B/C/D Letter of Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit Provider of such
Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter of Credit or such
Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof,
or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days
with respect to the Class A/B/C/D Letter of Credit Provider of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit B-
2 to this Series 2021-1 Supplement.
“Class A/B/C/D 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 Class A/B/C/D Demand Note that were deposited into the
Series 2021-1 Distribution Account and paid to the Series 2021- 1 Noteholders during the one (1) 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 III
(or any payee of HVF III) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any withdrawal
from any Class A/B/C/D L/C 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 sixty (60) consecutive days) with
respect to Hertz shall have occurred on or before such date of determination, the Class A/B/C/D 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 Class A/B/C/D 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.
and Class A/B/C/D Demand Notes) of this Series 2021-1 Supplement.
“Class A/B/C/D Demand Notice” has the meaning specified in Section 5.6(c) (Class A/B/C/D Letters of Credit
“Class A/B/C/D Disbursement” shall mean any Class A/B/C/D L/C Credit Disbursement, any Class A/B/C/D
L/C Preference Payment Disbursement, any Class A/B/C/D L/C Termination Disbursement or any Class A/B/C/D L/C Unpaid
Demand Note Disbursement under the Class A/B/C/D Letters of Credit or any combination thereof, as the context may require.
and Class A/B/C/D Demand Notes) of this Series 2021-1 Supplement.
“Class A/B/C/D Downgrade Event” has the meaning specified in Section 5.8(b) (Class A/B/C/D Letters of Credit
Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2021-1 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount ” has the meaning specified in Section 5.8(b) (Class A/B/C/D
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2021-1 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount Notice ” has the meaning specified in Section 5.8(b) (Class
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the
related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating (or the equivalent thereof)
from DBRS and DBRS is rating any Class of Series 2021- 1 Notes at such time, then a long-term senior unsecured debt rating (or
the equivalent thereof) from DBRS of at least “A (high)”, (ii) if such Person has a short-term senior unsecured debt credit rating
(or the equivalent thereof) from DBRS and DBRS is rating any Class of Series 2021-1 Notes at such time, then a short-term
senior unsecured debt credit rating (or the equivalent thereof) from DBRS of at least “R-1”, (iii) if such Person has a long-term
senior unsecured debt rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2021-1 Notes at
such time, then a long-term senior unsecured debt rating (or the equivalent thereof) from Moody’s of at least “A1”, and (iv) if
such Person has a short-term senior unsecured debt credit rating (or the equivalent thereof) from Moody’s and Moody’s is rating
any Class of Series 2021-1 Notes at such time, then a short-term senior unsecured debt credit rating (or the equivalent thereof)
from Moody’s of at least “P-1”.
Accounts) of this Series 2021-1 Supplement.
“Class A/B/C/D L/C Cash Collateral Account” has the meaning specified in Section 4.2(a)(ii) (Series 2021-1
respect to the Class A/B/C/D L/C Cash Collateral Account.
“Class A/B/C/D L/C Cash Collateral Account Collateral” means the Series 2021-1 Account Collateral with
“Class A/B/C/D L/C Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a)
the Class A/B/C/D Available L/C Cash Collateral Account Amount and (b) the excess,
if any, of the Class A/B/C/D Adjusted Liquid Enhancement Amount over the Class A/B/C/D Required Liquid Enhancement
Amount on such Payment Date.
“Class A/B/C/D L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such
date and the denominator of which is the Class A/B/C/D Letter of Credit Liquidity Amount as of such date.
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of Credit
pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D Letter
of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
Credit pursuant to a Class A/B/C/D Certificate of Termination Demand.
“Class A/B/C/D L/C Termination Disbursement ” means an amount drawn under a Class A/B/C/D Letter of
Letter of Credit pursuant to a Class A/B/C/D Certificate of Unpaid Demand Note Demand.
“Class A/B/C/D L/C Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B/C/D
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form of Exhibit F to
this Series 2021-1 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit Provider in favor of the Trustee for the
benefit of the Series 2021-1 Noteholders or (ii) if issued after the Series 2021-1 Closing Date and not substantially in the form of
Exhibit F to this Series 2021-1 Supplement, that satisfies the Series 2021-1 Rating Agency Condition.
“Class A/B/C/D 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 as of such date under the Class A/B/C/D Letters of Credit, as specified therein, and
(ii) if the Class A/B/C/D L/C Cash Collateral Account has been established and funded pursuant to Section 4.2(a)(ii) (Series
2021-1 Accounts), the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date and (b) the aggregate
undrawn principal amount of the Class A/B/C/D Demand Note as of such date.
“Class A/B/C/D Letter of Credit Expiration Date” means, with respect to any Class A/B/C/D Letter of Credit, the
expiration date set forth in such Class A/B/C/D Letter of Credit, as such date may be extended in accordance with the terms of
such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of Credit, as specified therein, and (b)
if a Class A/B/C/D L/C Cash Collateral Account has been established pursuant to Section 4.2(a)(ii) (Series 2021-1 Accounts),
the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date.
Credit.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of
“Class A/B/C/D Liquid Enhancement Amount” means, as of any date of determination, the
sum of (a) the Class A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account Amount as
of such date.
Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount as of such date.
“Class A/B/C/D Liquid Enhancement Deficiency ” means, as of any date of determination, the Class A/B/C/D
“Class A/B/C/D Notes” means the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes,
collectively.
Credit.
“Class A/B/C/D Notice of Reduction” means a notice in the form of Annex E to a Class A/B/C/D Letter of
“Class A/B/C/D Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal Amount, in each case, as of
such date.
“Class A/B/C/D Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the
Class A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2021- 1 Asset Amount on such date; provided,
however, the Class A/B/C/D 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 by it under the Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount
on such date over (y) the sum of (1) the Series 2021-1 Asset Amount on such date and (2) the lesser of (a) the Class A/B/C/D
Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid Enhancement Amount on such date.
“Class A/B/C/D Purchase Agreement ” means the Purchase Agreement in respect of the Class A/B/C/D Notes,
dated June 24, 2021, by and among HVF III, Hertz and Deutsche Bank Securities Inc., Barclays Capital Inc., BNP Paribas
Securities Corp. and RBC Capital Markets, LLC,, as initial purchasers of the Class A/B/C/D Notes.
equal to the product of (a) 2.0% and (b) the Class A/B/C/D Adjusted Principal Amount as of such date.
“Class A/B/C/D Required Liquid Enhancement Amount ” means, as of any date of determination, an amount
“Class A/B/C/D Required Reserve Account Amount ” means, with respect to any date of determination, an
amount equal to the greater of:
(a) the excess, if any, of
(i) the Class A/B/C/D Required Liquid Enhancement Amount over
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of such date,
excluding from the calculation of such excess the amount available to be drawn under any Class
A/B/C/D Defaulted Letter of Credit as of such date, and:
(b) the excess, if any, of:
(i) the Series 2021-1 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class
A/B/C/D Available Reserve Account Amount) over
(ii) the Series 2021-1 Asset Amount, in each case as of such date.
this Series 2021-1 Supplement.
“Class A/B/C/D Reserve Account ” has the meaning specified in Section 4.2(a)(i) (Series 2021-1 Accounts) of
“Class A/B/C/D Reserve Account Collateral ” means the Series 2021-1 Account Collateral with respect to the
Class A/B/C/D Reserve Account.
“Class A/B/C/D Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if
any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class A/B/C/D Available Reserve Account
Amount for such date.
“Class A/B/C/D Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Section 5.5(a)
(Class A/B/C/D Reserve Account Withdrawals) of this Series 2021-1 Supplement.
“Class A/B/C/D Reserve Account Surplus ” means, as of any date of determination, the excess, if any, of the
Class A/B/C/D Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date) over the Class A/B/C/D Required Reserve Account Amount, in each case, as of such date.
“Class B Deficiency Amount” means the Class Deficiency Amount for the Class B Notes.
“Class B Global Note” means a Class B Note that is a Regulation S Global Note or a 144A Global Note.
“Class B Monthly Interest Amount” means, with respect to any Series 2021-1 Interest
Period, an amount equal to the Class Interest Amount for the Class B Notes.
Note Register.
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the
“Class B Notes” means any one of the Series 2021-1 Fixed Rate Rental Car Asset Backed
Notes, Class B, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1
or Exhibit A-2-2 to this Series 2021-1 Supplement.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class B Notes.
“Class C Deficiency Amount” means the Class Deficiency Amount for the Class C Notes. “ Class C Global Note”
means a Class C Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class C Notes.
“Class C Monthly Interest Amount” means, with respect to any Series 2021-1 Interest
Note Register.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the
“Class C Notes” means any one of the Series 2021-1 Fixed Rate Rental Car Asset Backed
Notes, Class C, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1
or Exhibit A-3-2 to this Series 2021-1 Supplement.
Amount of the Class C Notes.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
“Class Carryover Controlled Amortization Amount ” means, with respect to any Payment Date during the Series
2021-1 Controlled Amortization Period and any Class of Series 2021-1 Notes, the amount, if any, by which the amount paid to
the Noteholders of such Class pursuant to Section 5.4(c) (Application of Funds in the Series 2021-1 Principal Collection
Account) on the previous Payment Date was less than the Class Controlled Distribution Amount for the previous Payment Date
for such Class.
“Class Controlled Amortization Amount ” means, (i) with respect to the first Payment Date during the Series
2021-1 Controlled Amortization Period, for each class, zero and (ii) with respect to any other Payment Date during the Series
2021-1 Controlled Amortization Period, for each Class, one-sixth of the Class Initial Principal Amount of such Class.
“Class Controlled Distribution Amount” means, with respect to any Payment Date and any Class of Series 2021-
1 Notes during the Series 2021-1 Controlled Amortization Period, an amount equal to the sum of the Class Controlled
Amortization Amount for such Class and such Payment Date and any Class Carryover Controlled Amortization Amount for such
Class and such Payment Date.
Supplement.
“Class D Amendments” has the meaning specified in the Preamble to this Series 2021-1
“Class D Deficiency Amount” means the Class Deficiency Amount for the Class D Notes.
“Class D Global Note” means a Class D Note that is a Regulation S Global Note or a 144A
“Class D Monthly Interest Amount” means, with respect to any Series 2021-1 Interest
Period, an amount equal to the Class Interest Amount for the Class D Notes.
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the Note Register.
“Class D Notes” means any one of the Series 2021-1 Fixed Rate Rental Car Asset Backed Notes, Class D, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1 or Exhibit A-4-2 to this Series
2021-1 Supplement.
“Class D Principal Amount” means the Class Principal Amount of the of Class D Notes.
“Class D Regulation S Global Note” has the meaning specified in the Preamble of this Series 2021-1 Supplement.
“Class Deficiency Amount” has the meaning specified in Section 3.1 (Interest) of this Series 2021-1
Supplement.
“Class E Adjusted Asset Coverage Threshold Amount ” will have the meaning set forth in an amendment to this
Series 2021-1 Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-1
Supplement.
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-1 Supplement.
“Class E Initial Principal Amount” will have the meaning set forth in an amendment to this Series 2021-1
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-1 Supplement.
“Class E Monthly Interest Amount ” will have the meaning set forth in an amendment to this Series 2021-1
“Class E Note Rate” will have the meaning set forth in an amendment to this Series 2021- 1 Supplement entered
into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021- 1 Supplement.
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the Note Register.
“Class E Notes” has the meaning specified in the Preamble to this Series 2021-1
“Class E Notes Closing Date” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2021-1 Supplement.
entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-1 Supplement.
“Class E Principal Amount” will have the meaning set forth in an amendment to this Series 2021-1 Supplement
“Class Initial Principal Amount” mean, for each Class of the Series 2021-1 Notes, the amount set forth in the
following table:
Class
Initial Principal Amount
A
B
$1,420,000,000
$180,000,000
C
$140,000,000
D
$260,000,000
“Class Interest Amount” means, for each Class of Notes for any Series 2021-1 Interest Period (a) with respect to
the initial Series 2021-1 Interest Period, an amount equal to the product of (i) the applicable Note Rate for such Class, (ii) the
Class Initial Principal Amount for such Class, and (iii) 27/360, and (b) with respect to each Series 2021-1 Interest Period
thereafter, an amount equal to sum of (i) the product of (A) one-twelfth of the applicable Note Rate for such Class, and (B) the
Class Principal Amount for such Class as of the first day of such Series 2021-1 Interest Period, after giving effect to any principal
payments made on such date, plus (ii) the aggregate amount of any unpaid Class Deficiency Amounts for such Class, after giving
effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class Deficiency
Amounts at the applicable Note Rate for such Class).
“Class Principal Amount” means, when used with respect to Class and any date, an amount equal to (a) Class
Initial Principal Amount with respect to such Class minus (b) the sum of the amount of principal payments made to the
Noteholders of such Class on or prior to such date minus (c) the principal amount of any Series 2021-1 Notes of such Class that
have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Series 2021-1
Note was issued on or prior to such date.
“Confidential Information” means information that Hertz or any Affiliate thereof (or any successor to any such
Person in any capacity) furnishes to a Noteholder or a Note Owner, but does not include any such information (i) that is or
becomes generally available to the public other than as a result of a disclosure by a Noteholder or a Note Owner or other Person
to which a Noteholder or a Note Owner delivered such information, (ii) that was in the possession of a Noteholder or a Note
Owner prior to its being furnished to such Noteholder or Note Owner by Hertz or any Affiliate thereof; provided that, there exists
no obligation of any such Person to keep such information confidential, or (iii) that is or becomes available to a Noteholder or a
Note Owner from a source other than Hertz or an Affiliate thereof; provided that, such source is not (1) known, or would not
reasonably be expected to be known, to a Noteholder or a Note Owner to be bound by a confidentiality agreement with Hertz or
any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be expected to be known, to a Noteholder or a
Note Owner to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.
“Controlling Person” means a Person (other than a Benefit Plan) that has discretionary authority or control with
respect to the assets of HVF III or that provides investment advice for a fee (direct or indirect) with respect to such assets (or an
“affiliate” of such a Person (as defined in the Plan Assets Regulation)).
“Corresponding DBRS Rating” means, for each Equivalent Rating Agency Rating for any Person, the DBRS
rating designation corresponding to the row in which such Equivalent Rating Agency Rating appears in the table set forth below.
DBRS
AAA
AA(H)
AA
AA(L)
A(H)
A
A(L)
BBB(H)
BBB
BBB(L)
BB(H)
BB
BB(L)
B-High
B
B(L)
CCC(H)
CCC
CCC(L)
Moody’s
Aaa
Aa1
Aa2
Aa3
A1
A2
A3
Baa1
Baa2
Baa3
Ba1
Ba2
Ba3
B1
B2
B3
Caa1
Caa2
Caa3
S&P
AAA
AA+
AA
AA-
A+
A
A-
BBB+
BBB
BBB-
BB+
BB
BB-
B+
B
B-
CCC+
CCC
CCC-
Fitch
AAA
AA+
AA
AA-
A+
A
A-
BBB+
BBB
BBB-
BB+
BB
BB-
B+
B
B-
CCC
CC
C
“DBRS” means DBRS, Inc. or any successor thereto.
“DBRS Equivalent Rating” means, with respect to any date and any Person with respect to whom DBRS does
not maintain a public Relevant DBRS Rating as of such date,
(a) if such Person has an Equivalent Rating Agency Rating from three of the Equivalent Rating Agencies as of
such date, then the median of the Corresponding DBRS Ratings for such Person as of such date;
(b) if such Person has an Equivalent Rating Agency Rating from only two of the Equivalent Rating Agencies
as of such date, then the lower Corresponding DBRS Rating for such Person as of such date; and
(c) if such Person has an Equivalent Rating Agency Rating from only one of the Equivalent Rating Agencies
as of such date, then the Corresponding DBRS Rating for such Person as of such date.
“Determination Date” means the date five (5) Business Days prior to each Payment Date.
“Disposition Proceeds” means, with respect to each Non-Program Vehicle, the net proceeds from the sale or
disposition of such Non-Program Vehicle to any Person (other than any portion of such proceeds payable by the Lessee thereof
pursuant to any Lease).
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
“Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of
any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Expected Final Payment Date” means, with respect to the Series 2021-1 Notes, December 2024.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations
thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation,
rules, guidelines or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such sections of the Code or analogous provisions of non-U.S. law.
“Final Base Rent” has the meaning specified in the Lease.
2021-1 Supplement.
“First Amendment to the Series 2021-1 Supplement ” has the meaning specified in the Preamble to this Series
“Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes, the Class C Global
Notes and the Class D Global Notes that are Regulation S Global Notes or 144A Global Notes.
this Series 2021-1 Supplement.
“Lease Payment Deficit Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee ) of
2025.
“Legal Final Payment Date” means, with respect to the Series 2021-1 Notes, December
“Majority Series 2021-1 Controlling Class” means (i) for so long as the Class A Notes are
outstanding, Class A Noteholders holding more than 50% of the principal amount of the Class A Notes, (ii) if no Class A Notes
are outstanding, Class B Noteholders holding more than 50% of the principal amount of the Class B Notes, (iii) if no Class A
Notes or Class B Notes are outstanding, Class C Noteholders holding more than 50% of the principal amount of the Class C
Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of
the principal amount of the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes or Class D Notes are
outstanding and (y) Class E Notes have been issued and are outstanding, Class E Noteholders holding more than 50% of the
principal amount of the Class E Notes.
2021-1 Principal Amount (excluding any other Series 2021-1 Notes held by HVF
“Majority Series 2021-1 Noteholders” means Series 2021-1 Noteholders holding more than 50% of the Series
III or any Affiliate of HVF III (other than Series 2021-1 Notes held by an Affiliate Issuer)). The Majority Series 2021-1
Noteholders shall be the “Required Series Noteholders” with respect to the Series 2021-1 Notes.
commencement of the Series 2021-1 Controlled Amortization Period.
“Make-Whole End Date” means, with respect to the Series 2021-1 Notes, the date that is six months prior to the
“Make-Whole Premium” means, with respect to any Class A/B/C/D Note on its related Redemption Date, (a) for
any Redemption Date occurring prior to the Make-Whole End Date the present value on such Redemption Date of all required
remaining scheduled interest payments due on such Class A/B/C/D Note on each Payment Date occurring prior to the Make-
Whole End Date (excluding accrued and unpaid interest through such Redemption Date), computed using a discount rate equal
to the Treasury Rate
plus 0.25%, as calculated by HVF III (or by the HVF III’s designee) and (b) for any Redemption Date after the Make-Whole
End Date, zero.
“Monthly Blackbook Mark” has the meaning specified in the Lease. “ Monthly NADA Mark” has
the meaning specified in the Lease.
“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.
“Net Book Value ” has the meaning specified in the Lease.
“Note Owner” means with respect to any Global Note, any Person who is a beneficial owner of an interest in
such 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).
“Note Rate” means, with respect to each Class of Series 2021-1 Notes, the rate set forth in the following table:
Class
Note Rate
A
1.21%
B
1.56%
C
2.05%
D
3.98%
“Original Class D 144A Global Note ” has the meaning specified in the Preamble to this Series 2021-1
Supplement.
“Outstanding” means with respect to the Series 2021-1 Notes (or any Class of Series 2021- 1 Notes), all Series
2021-1 Notes (or Series 2021-1 Notes of a particular Class, as applicable) theretofore authenticated and delivered under the Base
Indenture and this Series 2021-1 Supplement, except (a) Series 2021-1 Notes theretofore cancelled or delivered to the Registrar
for cancellation, (b) Series 2021-1 Notes that have not been presented for payment but funds for the payment of which are on
deposit in the Series 2021-1 Distribution Account and are available for payment in full of such Series 2021-1 Notes, and Series
2021-1 Notes that are considered paid pursuant to Section 8.1 (Payment of Notes) of the Base Indenture, and (c) Series 2021-1
Notes in exchange for or in lieu of other Series 2021-1 Notes that have been authenticated and delivered pursuant to the Base
Indenture unless proof satisfactory to the Trustee is presented that any such Series 2021-1 Notes are held by a purchaser for
value.
“Past Due Rent Payment” means, with respect to any Series 2021-1 Lease Payment Deficit and any Lessee, any
payment of Base Rent, Monthly Variable Rent or other amounts payable by such Lessee under any Lease with respect to which
such Series 2021-1 Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the
occurrence of such Series 2021-1
Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series 2021-1 Lease Payment Deficit.
5.7 (Past Due Rental Payments) of this Series 2021-1 Supplement.
“Past Due Rental Payments Priorities” means the priorities of payments set forth in Section
in bearer or registered in book-entry form which evidence:
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by instruments
(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 and “A-1+” by S&P 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+” and a credit rating
from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits, or a rating
from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in the case of
long-term unsecured obligations;
(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+” and a rating from
Moody’s of “P-1”;
(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 and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”;
(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 commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s; and
(viii) any other instruments or securities, if each Rating Agency then rating any outstanding Class of
Series 2021-1 Notes at the request of HVF III will not have advised in writing that the
investment in such instruments or securities will result in the reduction or withdrawal of its then-
current rating of such outstanding Class of Series 2021-1 Notes.
“Plan Assets Regulation” means United States Department of Labor Regulation Section 2510.3-101, as
modified by Section 3(42) of ERISA.
distributed to the Series 2021-1 Noteholders in respect of amounts owing under
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D Demand Note and
the Series 2021-1 Notes that is recoverable or that has been recovered (and not subsequently repaid) 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.
“Pro Rata Share” means, with respect to each Class A/B/C/D Letter of Credit issued by any Class A/B/C/D
Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount
under such Class A/B/C/D Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all
Class A/B/C/D Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect
to any Class A/B/C/D Letter of Credit Provider as of any date, if the related Class A/B/C/D Letter of Credit Provider has not
complied with its obligation to pay the Trustee the amount of any draw under such Class A/B/C/D Letter of Credit made prior to
such date, the available amount under such Class A/B/C/D 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 Class A/B/C/D Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A/B/C/D
Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Class A/B/C/D Letters of
Credit).
2021-1 Supplement.
“Proposed Class E Notes” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2021-1 Supplement.
“QIB” has the meaning specified in Section 2.1(c) (Issuance—Form of the Class A/B/C/D Notes) of this Series
“Rating Agencies” means (a) with respect to the Class A Notes, Class B Notes, the Class C Notes and the Class
D Notes, DBRS and Moody’s, and (b) with respect to any Class of Series 2021-1 Notes, any other nationally recognized rating
agency rating the Series 2021-1 Notes at the request of HVF III; provided, that if at any time any nationally recognized rating
agency shall cease to rate any Class of Series 2021-1 Notes, such rating agency shall be deemed not to be a Rating Agency with
respect to such Class of Series 2021-1 Notes for so long as such rating agency continues not to rate such Class of Series 2021-1
Notes.
Record Date with respect to the initial Payment Date shall be the Series 2021-1 Closing Date.
“Record Date” means, with respect to any Payment Date, the last day of the Related Month; provided that the
Notes) of this Series 2021-1 Supplement.
“Redemption Date” has the meaning specified in Section 9.1(a) (Optional Redemption of the Series 2021-1
“Re-issued Class D 144A Global Note ” has the meaning specified in the Preamble of this Series 2021-1
Supplement.
“Regulation S” means Regulation S promulgated under the Securities Act.
Notes) of this Series 2021-1 Supplement.
“Regulation S Global Notes” has the meaning specified in Section 2.1(f) (Initial Issuance— Regulation S Global
calendar month and (ii) with respect to any other date, the calendar month in which such date occurs.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended
“Relevant DBRS Rating” means, with respect to any Person as of any date of determination: (a) if such Person
has both a long term issuer rating by DBRS and a senior unsecured rating by DBRS as of such date, then the higher of such two
ratings as of such date and (b) if such Person has only one of a long term issuer rating by DBRS and a senior unsecured rating by
DBRS as of such date, then such rating of such Person as of such date; provided that if such Person does not have any of such
ratings as of such date, then there shall be no Relevant DBRS Rating with respect to such Person as of such date.
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination, (a) if such Person has
both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date, then the higher of such two
ratings as of such date, and (b) if such Person has only one of a senior unsecured rating by Fitch and a long term issuer default rating
by Fitch as of such date, then such rating of such Person as of such date; provided that if such Person does not have any of such
ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such Person as of such date.
“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such Person
has both a long term senior unsecured rating by Moody’s and a long term corporate family rating by Moody’s as of such date,
then the higher of such two ratings as of such date, and
(b) if such Person has only one of a long term senior unsecured rating by Moody’s and a long term corporate family rating by
Moody’s as of such date, then such rating of such Person as of such date; provided that if such Person does not have any of such
ratings as of such date, then there shall be no Relevant Moody’s Rating with respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with
respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such date and (c) with respect to S&P, the Relevant
S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term local
issuer rating by S&P of such Person as of such date; provided that if such Person does not have a long term local issuer rating by
S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.
“Restatement Date Class D Notes” has the meaning specified in the Preamble of this Series 2021-1 Supplement.
“Restricted Notes” means the Global Notes and all other Series 2021-1 Notes evidencing the obligations, or any
portion of the obligations, initially evidenced by the Global Notes, other than certificates transferred or exchanged upon
certification as provided in Article II of this Series 2021-1 Supplement.
“Rule 144A” means Rule 144A promulgated under the Securities Act. “SEC” means the U.S.
Securities and Exchange Commission.
Series 2021-1 Supplement.
“Securities Intermediary” has the meaning specified in Section 4.3(a) (Trustee as Securities Intermediary) of this
“Senior Class of Series 2021-1 Notes” means (a) with respect to the Class B Notes, the Class A Notes, (b) with
respect to the Class C Notes, the Class A Notes and the Class B Notes, (c) with respect to the Class D Notes, the Class A Notes,
the Class B Notes and the Class C Notes and (d) with respect to the Class E Notes (if issued), the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes.
“Senior Interest Waterfall Shortfall Amount ” means, with respect to any Payment Date, the excess, if any, of (a)
the sum of the amounts payable (without taking into account availability of funds) pursuant to Sections 5.3(a) through (h)
(Application of Funds in the Series 2021-1 Interest Collection Account ) on such Payment Date over (b) the sum of (i) the Series
2021-1 Payment Date Available Interest Amount with respect to the Series 2021-1 Interest Period ending on such Payment Date
and (ii) the aggregate amount of all deposits into the Series 2021-1 Interest Collection Account with proceeds of the Class
A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each Class A/B/C/D Letter of Credit and each Class A/B/C/D
L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that the amount
calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from the Series 2021-1 Principal Collection Account for deposit into the Series 2021-1 Interest Collection Account
on such Payment Date.
2021-1 Supplement.
“Series 2021-1 Account Collateral ” has the meaning specified in Section 4.1 (Granting Clause) of this Series
Series 2021-1 Supplement.
“Series 2021-1 Accounts ” has the meaning specified in Section 4.2(a)(iii) (Series 2021-1 Accounts) of this
“Series 2021-1 Accrued Amounts ” means, on any date of determination, the sum of the amounts payable
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (l) (Application of Funds in the Series
2021-1 Interest Collection Account) that have accrued and remain unpaid as of such date. The Series 2021-1 Accrued Amounts
shall be the “Accrued Amounts” with respect to the Series 2021-1 Notes.
“Series 2021-1 Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the greater
of (x) the greater of (a) the excess, if any, of (i) the Series 2021-1 Asset Coverage Threshold Amount over (ii) the sum of (A) the
Class A/B/C/D Letter of Credit Amount and (B) the Class A/B/C/D Available Reserve Account Amount and (b) the Class
A/B/C/D Adjusted Principal Amount, in each case, as of such date and (y) the Class E Adjusted Asset Coverage Threshold
Amount as of such date. The Series 2021-1 Adjusted Asset Coverage Threshold Amount shall be the “Asset Coverage Threshold
Amount” with respect to the Series 2021-1 Notes.
“Series 2021-1 Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A) the
Series 2021-1 Principal Amount as of such date over (B) the Series 2021-1 Principal Collection Account Amount as of such
date. The Series 2021-1 Adjusted Principal Amount shall be the “Series Adjusted Principal Amount” with respect to the Series
2021-1 Notes.
“Series 2021-1 Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the
Series 2021-1 Percentage of fees payable to the Administrator pursuant to the Administration Agreement on such Payment Date.
Floating Allocation Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.
“Series 2021-1 Asset Amount ” means, as of any date of determination, the product of (i) the Series 2021-1
Adjusted Principal Amount divided by the Series 2021-1 Blended Advance Rate, in each case as of such date.
“Series 2021-1 Asset Coverage Threshold Amount ” means, as of any date of determination, the Class A/B/C/D
“Series 2021-1 Blended Advance Rate ” means as of any date of determination, the least of the Series 2021-1
DBRS Blended Advanced Rate as of such date, the Series 2021-1 Moody’s Blended Advance Rate as of such date and 88.95%.
“Series 2021-1 Capped Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the lesser of (i) the Series 2021-1 Administrator Fee Amount with respect to such Payment Date and (ii) $600,000.
“Series 2021-1 Capped Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i)
the Series 2021-1 Operating Expense Amount, with respect to such Payment Date and (ii) the excess, if any, of (x) $600,000 over
(y) the sum of the Series 2021-1 Administrator Fee Amount and the Series 2021-1 Trustee Fee Amount, in each case with respect
to such Payment Date.
“Series 2021-1 Capped Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
lesser of (i) the Series 2021-1 Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $600,000
over the Series 2021-1 Administrator Fee Amount with respect to such Payment Date.
“Series 2021-1 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Carrying
Charges):
III to:
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by HVF
(a) the Trustee (other than Series 2021-1 Trustee Fee Amounts),
(b) the Administrator (other than Series 2021-1 Administrator Fee Amounts),
(c) the Back-Up Disposition Agent, or
(c) any other party to a Series 2021-1 Related Document,
in each case under and in accordance with such Series 2021-1 Related Document, plus
(ii) any other operating expenses of HVF III that have been invoiced as of such date and are then payable by
HVF III relating the Series 2021-1 Notes.
“Series 2021-1 Closing Date ” means June 30, 2021.
2021-1 Account Collateral with respect to each Series 2021-1 Account and each Class A/B/C/D Demand Note.
“Series 2021-1 Collateral” means the Indenture Collateral, each Class A/B/C/D Letter of Credit, the Series
“Series 2021-1 Controlled Amortization Period ” means the period commencing upon the close of business on
May 31, 2024 (or, if such day is not a Business Day, the Business Day immediately preceding such day), and, in each case,
continuing to the earliest of (i) the commencement of the Series 2021-1 Rapid Amortization Period, (ii) the date on which the
Series 2021-1 Notes are fully paid and (iii) the termination of this Series 2021-1 Supplement.
“Series 2021-1 Daily Interest Allocation ” means, on each Series 2021-1 Deposit Date, the Series 2021-1
Invested Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on
such date.
“Series 2021-1 Daily Principal Allocation ” means, on each Series 2021-1 Deposit Date, an amount equal to the
Series 2021-1 Invested Percentage (as of such date) of the aggregate amount of Principal Collections deposited into the
Collection Account on such date.
“Series 2021-1 DBRS AAA Components ” means each of:
(i) the Series 2021-1 DBRS Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2021-1 DBRS Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2021-1 DBRS Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2021-1 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2021-1 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2021-1 DBRS Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2021-1 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2021-1 DBRS Remainder AAA Amount.
Due and Unpaid Lease Payment Amount.
“Series 2021-1 DBRS AAA Select Component ” means each Series 2021-1 DBRS AAA Component other than the
“Series 2021-1 DBRS Adjusted Advance Rate” means, as of any date of determination, with respect to any
Series 2021-1 DBRS AAA Select Component, a percentage equal to the greater of:
(a)
(i) the Series 2021-1 DBRS Baseline Advance Rate with respect to such Series 2021-1 DBRS AAA
Select Component as of such date, minus
(ii) the Series 2021-1 DBRS Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2021-1 DBRS AAA Select Component, minus
(iii) the Series 2021-1 DBRS MTM/DT Advance Rate Adjustment as of such date, if any, with respect
to such Series 2021-1 DBRS AAA Select Component; and
(b) zero.
“Series 2021-1 DBRS Baseline Advance Rate ” means, with respect to each Series 2021-1 DBRS AAA Select
Component, the percentage set forth opposite such Series 2021-1 DBRS AAA Select Component in the following table:
Series 2021-1 DBRS AAA Select Component
Series 2021-1 DBRS Baseline
Advance Rate
Series 2021-1 DBRS Eligible Investment Grade Program Vehicle Amount
Series 2021-1 DBRS Eligible Investment Grade Program Receivable
Amount
Series 2021-1 DBRS Eligible Non-Investment Grade Program Vehicle
Amount
Series 2021-1 DBRS Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2021-1 DBRS Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2021-1 DBRS Eligible Investment Grade Non-Program Vehicle
Amount
Series 2021-1 DBRS Eligible Non-Investment Grade Non-Program Vehicle
Amount
Series 2021-1 Medium-Duty Truck Amount
Cash Amount
2021-1 DBRS Remainder AAA Amount
91.00%
91.00%
89.00%
89.00%
0.00%
86.75%
82.55%
65.00%
100.00%
0.00%
“Series 2021-1 DBRS Blended Advance Rate” means, as of any date of determination, the percentage equivalent
of a fraction, the numerator of which is the Series 2021-1 DBRS Blended Advance Rate Weighting Numerator and the
denominator of which is the Series 2021-1 DBRS Blended Advance Rate Weighting Denominator, in each case as of such date.
“Series 2021-1 DBRS Blended Advance Rate Weighting Denominator ” means, as of any date of determination,
an amount equal to the sum of each Series 2021-1 DBRS AAA Select Component, in each case as of such date.
“Series 2021-1 DBRS Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an
amount equal to the sum of an amount with respect to each Series 2021-1 DBRS AAA Select Component equal to the product of
such Series 2021-1 DBRS AAA Select Component and the Series 2021-1 DBRS Adjusted Advance Rate with respect to such
Series 2021-1 DBRS AAA Select Component, in each case as of such date.
determination,
“Series 2021-1 DBRS Concentration Adjusted Advance Rate” means as of any date of
(i) with respect to the Series 2021-1 DBRS Eligible Investment Grade Non-Program
Vehicle Amount, the excess, if any, of the Series 2021-1 DBRS Baseline Advance Rate with respect to such Series 2021-
1 DBRS Eligible Investment Grade Non-Program Vehicle Amount over the Series 2021-1 DBRS Concentration Excess
Advance Rate Adjustment with respect to such Series 2021-1 DBRS Eligible Investment Grade Non-Program Vehicle
Amount, in each case as of such date, and
(ii) with respect to the Series 2021-1 DBRS Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2021-1 DBRS Baseline Advance Rate with respect to such Series 2021-1 DBRS Eligible
Non-Investment Grade Non-Program Vehicle Amount over the Series 2021-1 DBRS Concentration Excess Advance
Rate Adjustment with respect to such Series 2021-1 DBRS Eligible Non-Investment Grade Non-Program Vehicle
Amount, in each case as of such date.
“Series 2021-1 DBRS Concentration Excess Advance Rate Adjustment ” means, with respect to any Series 2021-1
DBRS AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a fraction, the
numerator of which is (I) the product of (A) the portion of the Series 2021-1 DBRS Concentration Excess Amount, if any, allocated
to such Series 2021-1 DBRS AAA Select Component by HVF III and (B) the Series 2021-1 DBRS Baseline Advance Rate with
respect to such Series 2021-1 DBRS AAA Select Component, and the denominator of which is (II) such Series 2021-1 DBRS AAA
Select Component, in each case as of such date, and (b) the Series 2021-1 DBRS Baseline Advance Rate with respect to such Series
2021-1 DBRS AAA Component; provided that the portion of the Series 2021-1 DBRS Concentration Excess Amount allocated
pursuant to the preceding clause (a)(I)(A) shall not exceed the portion of such Series 2021-1 DBRS AAA Select Component that was
included in determining whether such Series 2021-1 DBRS Concentration Excess Amount exists.
“Series 2021-1 DBRS Concentration Excess Amount ” means, as of any date of determination, the sum of (i) the
Series 2021-1 DBRS Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if any, (ii)
the Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series 2021-1
DBRS Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2021-1 DBRS Non-Investment Grade (High)
Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of calculating this
definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2021-1 DBRS Eligible
Manufacturer Receivables, in each case, included in the Series 2021-1 DBRS Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2021-1 DBRS Manufacturer Concentration Excess Amount and
designated by HVF III to constitute Series 2021-1 DBRS Manufacturer Concentration Excess Amounts, as of such date, shall not
be included in the Series 2021-1 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1 DBRS Non- Liened
Vehicle Concentration Excess Amount as of such date, the Series 2021-1 Medium-Duty Truck Amount for purposes of
calculating the Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount as of such date or the Series 2021-1
DBRS Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2021-1 DBRS
Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of such date, (ii) the Net Book Value of any
Eligible Vehicle included in the Series 2021-1 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1 DBRS
Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 DBRS Non-Liened
Vehicle Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 DBRS Manufacturer Amount
for the Manufacturer of such Eligible Vehicle for purposes of calculating the
Series 2021-1 DBRS Manufacturer Concentration Excess Amount, as of such date or the Series 2021-1 Medium-Duty Truck
Amount for purposes of calculating the Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount as of such
date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series 2021-1 Medium-Duty
Truck Amount for purposes of calculating the Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount and
designated by HVF III to constitute Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amounts as of such date,
shall not be included in the Series 2021-1 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2021-1 DBRS Manufacturer Concentration Excess Amount, as of such date or the Series 2021-
1 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess
Amount as of such date, (iv) the amount of any Series 2021-1 DBRS Eligible Manufacturer Receivables included in the Series
2021-1 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2021-1
DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amount and designated by HVF III to
constitute Series 2021-1 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amounts as of such
date, shall not be included in the Series 2021-1 DBRS Manufacturer Amount for the Manufacturer with respect to such Series
2021-1 DBRS Eligible Manufacturer Receivable for purposes of calculating the Series 2021-1 DBRS Manufacturer
Concentration Excess Amount, as of such date, and (v) the determination of which Eligible Vehicles (or the Net Book Value
thereof) or Series 2021-1 DBRS Eligible Manufacturer Receivables are designated as constituting (A) Series 2021-1 DBRS Non-
Liened Vehicle Concentration Excess Amounts, (B) Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amounts,
(C) Series 2021-1 DBRS Manufacturer Concentration Excess Amounts and (D) Series 2021-1 DBRS Non-Investment Grade
(High) Program Receivable Concentration Excess Amounts, in each case, as of such date shall be made iteratively by HVF III in
its reasonable discretion.
“Series 2021-1 DBRS Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021-1 DBRS Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2021-1 DBRS Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2021-1 DBRS Eligible Manufacturer Receivables, in each case, as of such date by all Series
2021-1 DBRS Investment Grade Manufacturers.
“Series 2021-1 DBRS Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021-1 DBRS Investment Grade Program Vehicle
for which the Disposition Date has not occurred as of such date.
determination:
“Series 2021-1 DBRS Eligible Manufacturer Receivable ” means, as of any date of
(i) each Manufacturer Receivable due from any Manufacturer that has a Relevant
DBRS Rating as of such date of at least “A(L)” (or, if such Manufacturer does not have a Relevant DBRS Rating as of
such date, then a DBRS Equivalent Rating of at least “A(L)”) pursuant to a Manufacturer Program that, as of such date,
has not remained unpaid for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle
giving rise to such Manufacturer Receivable;
(ii) each Manufacturer Receivable due from any Manufacturer that (a) has a Relevant DBRS Rating as of such
date of (i) less than “A(L)” and (ii) at least “BBB(L)” or (b) if such Manufacturer does not have a Relevant DBRS Rating
as of such date, then has a DBRS Equivalent Rating as of such date of (i) less than “A(L)” and (ii) at least “BBB(L)”, in
either such case of the foregoing clause (a) or (b), pursuant to a Manufacturer Program that, as of such date, has not
remained unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving
rise to such Manufacturer Receivable; and
(iii) each Manufacturer Receivable due from a Series 2021-1 DBRS Non-Investment Grade (High)
Manufacturer or a Series 2021-1 DBRS Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a
Manufacturer Program, that, as of such date, has not
remained unpaid for more than 90 calendar days past the Disposition Date with respect to the Eligible Vehicle giving
rise to such Manufacturer Receivable.
“Series 2021-1 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-1 DBRS Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2021-1 DBRS Non-Investment Grade (High) Manufacturers.
“Series 2021-1 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-1 DBRS Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2021-1 DBRS Non-Investment Grade (Low) Manufacturers.
“Series 2021-1 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value of each Series 2021-1 DBRS Non- Investment Grade Non-Program Vehicle for
which the Disposition Date has not occurred as of such date.
“Series 2021-1 DBRS Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2021-1 DBRS Non-Investment Grade (High) Program
Vehicle and each Series 2021-1 DBRS Non-Investment Grade (Low) Program Vehicle, in each case, for which the Disposition
Date has not occurred as of such date.
“Series 2021-1 DBRS Investment Grade Manufacturer ” means, as of any date of determination, any
Manufacturer that has a Relevant DBRS Rating as of such date of at least “BBB(L)” (or, if such Manufacturer does not have a
Relevant DBRS Rating as of such date, then a DBRS Equivalent Rating of “BBB(L)”)as of such date; provided that, upon any
withdrawal or downgrade of any rating of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any
Equivalent Rating Agency), such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable
thereto immediately preceding such withdrawal or downgrade (as applicable) by DBRS (or, if such Manufacturer is not rated by
DBRS, such DBRS Equivalent Rating) for a period of thirty (30) days following the earlier of (x) the date on which an
Authorized Officer of any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or
downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or
downgrade (as applicable).
“Series 2021-1 DBRS Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2021-1 DBRS Investment Grade Manufacturer that is not a Series 2021-1 DBRS
Investment Grade Program Vehicle as of such date.
“Series 2021-1 DBRS Investment Grade Program Vehicle ” means, as of any date of determination, any Program
Vehicle manufactured by a Series 2021-1 DBRS Investment Grade Manufacturer that is subject to a Manufacturer Program on
the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as of such date
remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles) of the Lease (or such
other similar section of another Lease, as applicable) as of such date.
Manufacturer, the sum of:
“Series 2021-1 DBRS Manufacturer Amount ” means, as of any date of determination and with respect to any
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2021-1 DBRS Eligible Manufacturer Receivables due from such
Manufacturer.
“Series 2021-1 DBRS Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer as
of any date of determination, the excess, if any, of the Series 2021-1 DBRS Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2021-1 Maximum Manufacturer Amount with respect to such Manufacturer as of
such date; provided that, for
purposes of calculating such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series
2021-1 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1
DBRS Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 DBRS Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in either of (x) the Series 2021-1 Non-Liened Vehicle
Amount for purposes of calculating the Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount as of such date
or (y) the Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 DBRS Medium- Duty Truck
Concentration Excess Amount as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2021-1
Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess
Amount and designated by HVF III to constitute Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amounts as of
such date, shall not be included in the Series 2021-1 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle
for purposes of calculating the Series 2021-1 DBRS Manufacturer Concentration Excess Amount, as of such date, (iii) the Net
Book Value of any Eligible Vehicle included in the Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the
Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2021-1
DBRS Medium-Duty Truck Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 DBRS
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 DBRS
Manufacturer Concentration Excess Amount, as of such date, (iv) the amount of any Series 2021-1 DBRS Eligible Manufacturer
Receivables included in the Series 2021-1 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount for
purposes of calculating the Series 2021-1 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess
Amount and designated by HVF III to constitute Series 2021-1 DBRS Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 DBRS Manufacturer Amount for the
Manufacturer with respect to such Series 2021-1 DBRS Eligible Manufacturer Receivable for purposes of calculating the Series
2021-1 DBRS Manufacturer Concentration Excess Amount, as of such date, and (v) the determination of which Eligible Vehicles
(or the Net Book Value thereof) or Series 2021-1 DBRS Eligible Manufacturer Receivables are to be designated as constituting
(A) Series 2021-1 DBRS Non- Liened Vehicle Concentration Excess Amounts, (B) Series 2021-1 DBRS Medium-Duty Truck
Concentration Excess Amounts, (C) Series 2021-1 DBRS Manufacturer Concentration Excess Amounts and (D) Series 2021-1
DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amounts, in each case as of such date shall be
made iteratively by HVF III in its reasonable discretion.
“Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2021-1 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2021- 1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1
DBRS Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 DBRS
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-1 DBRS
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 DBRS
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 DBRS Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 DBRS Medium-Duty Truck Concentration
Excess Amounts, as of such date, shall not be included in the Series 2021-1 Non-Liened Vehicle Amount for purposes of
calculating the Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount, as of such date, (iii) the Net Book
Value of any Eligible Vehicle included in the Series 2021-1 DBRS Manufacturer Amount for the Manufacturer of such Eligible
Vehicle for purposes of calculating the Series 2021-1 DBRS Manufacturer Concentration Excess Amount and designated by
HVF III to constitute Series 2021-1 DBRS Manufacturer Concentration Excess Amounts, as of such date, shall not be included in
the Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 DBRS Medium-Duty Truck
Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value
thereof) are to be designated as constituting (A) Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amounts, (B)
Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount and (C) Series 2021-1 DBRS Manufacturer
Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
determination,
“Series 2021-1 DBRS MTM/DT Advance Rate Adjustment ” means, as of any date of
(i) with respect to the Series 2021-1 DBRS Eligible Investment Grade Non-Program
Vehicle Amount, a percentage equal to the product of (i) the Series 2021-1 Failure Percentage as of such date and (ii) the
Series 2021-1 DBRS Concentration Adjusted Advance Rate with respect
to the Series 2021-1 DBRS Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2021-1 DBRS Eligible Non-Investment Grade Non- Program Vehicle Amount, a
percentage equal to the product of (i) the Series 2021-1 Failure Percentage as of such date and (ii) the Series 2021-1
DBRS Concentration Adjusted Advance Rate with respect to the Series 2021-1 DBRS Eligible Non-Investment Grade
Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2021-1 DBRS AAA Component, zero.
“Series 2021-1 DBRS Non-Investment Grade (High) Manufacturer ” means, as of any date of determination, any
Manufacturer that (a) has a Relevant DBRS Rating as of such date of (i) less than “BBB(L)” and (ii) at least “BB(L)”, or (b) if
such Manufacturer does not have a Relevant DBRS Rating as of such date, then has a DBRS Equivalent Rating of (i) less than
“BBB(L)” as of such date and (ii) at least “BB(L)” as of such date; provided that, upon any withdrawal or downgrade of any
rating of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any Equivalent Rating Agency), such
Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such
withdrawal or downgrade (as applicable) by DBRS (or, if such Manufacturer is not rated by DBRS, such Equivalent Rating
Agency) for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of any of the
Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the
date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2021-1 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2021-1 DBRS Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2021-1 DBRS Eligible Non- Investment Grade (High) Program Receivable Amount with respect
to such Series 2021-1 DBRS Non- Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate Asset
Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any Series
2021-1 DBRS Eligible Manufacturer Receivables with respect to any Series 2021-1 DBRS Non- Investment Grade (High)
Manufacturer included in the Series 2021-1 DBRS Manufacturer Amount for purposes of calculating the Series 2021-1 DBRS
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 DBRS Manufacturer
Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 DBRS Eligible Non-Investment Grade
(High) Program Receivable Amount for purposes of calculating the Series 2021-1 DBRS Non-Investment Grade (High) Program
Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables are to be designated as
constituting (A) Series 2021-1 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amounts and
(B) Series 2021-1 DBRS Manufacturer Concentration Excess Amounts, in each case as of such date, shall be made iteratively by
HVF III in its reasonable discretion.
“Series 2021-1 DBRS Non-Investment Grade (High) Program Vehicle ” means, as of any date of determination,
any Program Vehicle manufactured by a Series 2021-1 DBRS Non-Investment Grade (High) Manufacturer that is or was subject
to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been
redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 (Redesignation of
Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-1 DBRS Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination, any
Manufacturer that has a Relevant DBRS Rating as of such date of less than “BB(L)”(or, if such Manufacturer does not have a
Relevant DBRS Rating as of such date, a DBRS
Equivalent Rating of “BB(L)”) as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any DBRS Equivalent Rating), such Manufacturer may,
in HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or
downgrade (as applicable) DBRS (or, if such Manufacturer is not rated by DBRS, such Equivalent Rating Agency) for a period
of thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2021-1 DBRS Non-Investment Grade (Low) Program Vehicle ” means, as of any date of determination,
any Program Vehicle manufactured by a Series 2021-1 DBRS Non-Investment Grade (Low) Manufacturer that is or was subject
to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been
redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of
Vehicles) of the Lease (or such other similar section of another master motor vehicle operating lease, as applicable) as of such
date.
“Series 2021-1 DBRS Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2021-1 DBRS Non-Investment Grade (High) Manufacturer or a
Series 2021-1 DBRS Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2021-1 DBRS Non-Investment Grade
(High) Program Vehicle or a Series 2021-1 DBRS Non-Investment Grade (Low) Program Vehicle, in each case as of such date.
“Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2021-1 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the
Aggregate Asset Amount as of such date or (y) if HVF III receives a “30- day letter” issued by the U.S. Internal Revenue Service
asserting that HVF III owes tax as a result of being a “publicly traded partnership” treated as a corporation for U.S. federal
income tax purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination”
within the meaning of Section 1313(a) of the Code that HVF III is not a “publicly traded partnership” treated as a corporation for
U.S. federal income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of
calculating such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2021-1 Non-
Liened Vehicle Amount for purposes of calculating the Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount
and designated by HVF III to constitute Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amounts, as of such
date, shall not be included in the Series 2021-1 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2021-1 DBRS Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book
Value of any Eligible Vehicle included in the Series 2021-1 Non-Liened Vehicle Amount for purposes of calculating the Series
2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 DBRS
Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-1 Medium-Duty
Truck Amount for purposes of calculating the Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount, as of
such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2021-1 DBRS Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 DBRS Manufacturer Concentration Excess
Amount and designated by HVF III to constitute Series 2021-1 DBRS Manufacturer Concentration Excess Amounts, as of such
date, shall not be included in the Series 2021-1 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1
DBRS Non-Liened Vehicle Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles
(or the Net Book Value thereof) are to be designated as constituting (A) Series 2021-1 DBRS Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount and (C) Series 2021-1 DBRS
Manufacturer Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2021-1 DBRS Remainder AAA Amount ” means, as of any date of determination, the excess, if any, of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(x) the Series 2021-1 DBRS Eligible Investment Grade Program Vehicle Amount as of such date,
(y) the Series 2021-1 DBRS Eligible Investment Grade Program Receivable Amount as of such date,
(z) the Series 2021-1 DBRS Eligible Non-Investment Grade Program Vehicle Amount as of such date,
(aa) the Series 2021-1 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount as
of such date,
(bb) the Series 2021-1 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(cc) the Series 2021-1 DBRS Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(dd) the Series 2021-1 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(ee) the Cash Amount as of such date, and
(ff) the Due and Unpaid Lease Payment Amount as of such date.
Collection Account.
“Series 2021-1 Deposit Date ” means each Business Day on which any Collections are deposited into the
“Series 2021-1 Disposed Vehicle Threshold Number ” means (a) for any Determination Date on which the sum
of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is greater than or equal to $6,000,000,000, 13,500 vehicles, (b) for any Determination Date on which the
sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles and (c) for any
Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.
“Series 2021-1 Distribution Account ” has the meaning specified in Section 4.2(a)(iii) (Series 2021-1 Accounts)
of this Series 2021-1 Supplement.
“Series 2021-1 Excess Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the excess, if any, of (i) the Series 2021-1 Administrator Fee Amount with respect to such Payment Date over (ii) the Series
2021-1 Capped Administrator Fee Amount with respect to such Payment Date.
“Series 2021-1 Excess Operating Expense Amount ” means, with respect to any Payment Date the excess, if any,
of (i) the Series 2021-1 Operating Expense Amount with respect to such Payment Date over (ii) the Series 2021-1 Capped
Operating Expense Amount with respect to such Payment Date.
“Series 2021-1 Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
excess, if any, of (i) the Series 2021-1 Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2021-1 Capped
Trustee Fee Amount with respect to such Payment Date.
“Series 2021-1 Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus
the lower of (x) the lowest Series 2021-1 Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination
Date (including such date of determination) within the preceding twelve (12) calendar months (or such fewer number of months
as have elapsed since the Series 2021-1 Closing Date) and (y) the lowest Series 2021-1 Market Value Average as of any
Determination Date within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since
the Series 2021-1 Closing Date).
“Series 2021-1 Floating Allocation Percentage ” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2021-1 Adjusted Asset Coverage Threshold Amount as of such date and the
denominator of which is the Aggregate Asset Coverage Threshold Amount as of such date.
Accounts) of this Series 2021-1 Supplement.
“Series 2021-1 Interest Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2021-1
“Series 2021-1 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 2021-1 Interest
Period commenced on and included the Series 2021-1 Closing Date and ended on and included July 26, 2021.
“Series 2021-1 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,
(i) the numerator of which shall be equal to:
(x) during the Series 2021-1 Revolving Period, the Series 2021-1 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the immediately preceding Related
Month (or, until the end of the initial Related Month after the Series 2021-1 Closing Date, on the Series
2021-1 Closing Date),
(y) during any Series 2021-1 Controlled Amortization Period and the Series 2021-1 Rapid
Amortization Period, but prior to the first date on which an Amortization Event has been declared or has
automatically occurred with respect to all Series of Notes, the Series 2021-1 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the Series 2021-1 Revolving Period, and
(z) on and after the first date on which an Amortization Event has been declared or automatically
occurred with respect to all Series of Notes, the Series 2021-1 Adjusted Asset Coverage Threshold
Amount as of the close of business on the day immediately prior to such first date on which an
Amortization
Event has been declared or automatically occurred with respect to all Series of Notes, and
(ii) the denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the same
date used to determine the numerator in clause (i); provided that, if the principal amount of any other Series of
Notes shall have been reduced to zero on any date after the date used to determine the numerator in clause (i)(z),
then the Asset Coverage Threshold Amount with respect to such Series of Notes shall be excluded from the
calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date of
determination following the date on which the principal amount of such other Series of Notes shall have been
reduced to zero;
(b) when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of
which shall be the Series 2021-1 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.
Notwithstanding the foregoing and for the avoidance of doubt, on any date of determination after the date on
which the Series 2021-1 Principal Amount shall have been reduced to zero, the Series 2021-1 Invested Percentage shall equal
zero.
“Series 2021-1 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 that pursuant to Section 5.2(a) (Collections Account) would have been
deposited into the Series 2021-1 Interest Collection Account if all payments of Monthly Variable Rent required to have been
made under the Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Interest Collections that pursuant to Section 5.2(a) (Collections Account) have been received
for deposit into the Series 2021-1 Interest Collection Account from but excluding the preceding Payment Date to and including
such Payment Date.
“Series 2021-1 Lease Payment Deficit ” means either a Series 2021-1 Lease Interest Payment Deficit or a Series
2021-1 Lease Principal Payment Deficit.
“Series 2021-1 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 2021-1 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) all amounts deposited into the Series 2021-1 Principal Collection Account on or prior to such Payment
Date on account of such Series 2021-1 Lease Principal Payment Deficit.
“Series 2021-1 Lease Principal Payment Deficit ” means on any Payment Date the sum of
(a) the Series 2021-1 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2021-1 Lease Principal
Payment Carryover Deficit for such Payment Date.
“Series 2021-1 Liquidation Event ” means, so long as such event or condition continues:
(a) any Amortization Event with respect to the Series 2021-1 Notes described in clauses (a) through (d) of
Section 7.1 (Amortization Events) of this Series 2021-1 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein);
(b) any Amortization Event with respect to the Series 2021-1 Notes described in clauses (e) through (g) of
Section 7.1 (Amortization Events) of this Series 2021-1 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein) after declaration thereof by the Majority Series 2021-
1 Controlling Class; or
(c) any Amortization Event specified in clauses (a) or (b) of Article IX of the Base Indenture after declaration
thereof by the Majority Series 2021-1 Controlling Class.
Each Series 2021-1 Liquidation Event shall be a “Limited Liquidation Event of Default” with respect to the
Series 2021-1 Notes.
“Series 2021-1 Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage
set forth opposite such Manufacturer in such table; provided that the Manufacturer Limit for Tesla may be increased by an
amount not to exceed 15.00% subject to satisfaction of the Rating Agency Condition.
Manufacturer
Manufacturer Limit
Audi
12.50%
BMW
12.50%
Chrysler
55.00%
Fiat
12.50%
Ford
55.00%
GM
55.00%
Honda
55.00%
Hyundai
55.00%
Jaguar
12.50%
Kia
55.00%
Land Rover
12.50%
Lexus
12.50%
Mazda
35.00%
Mercedes
12.50%
Nissan
55.00%
Subaru
12.50%
Tesla
17.50%
Toyota
55.00%
Volkswagen
55.00%
Volvo
35.00%
Hyundai & Kia Combined
55.00%
Chrysler & Fiat Combined
55.00%
Volkswagen & Audi Combined
55.00%
Any other individual Manufacturer
10.00%
“Series 2021-1 Market Value Average ” means, as of any date of determination, the percentage equivalent (not
to exceed 100% for purposes of determining additional enhancement) of a fraction, the numerator of which is the average of the
Series 2021-1 Non-Program Fleet Market Value as of the three (3) preceding Determination Dates and the denominator of which
is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three (3) preceding Determination Dates.
“Series 2021-1 Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, an amount equal to the product of (a) the Series 2021-1 Manufacturer Percentage for such Manufacturer and (b)
the Aggregate Asset Amount as of such date.
“Series 2021-1 Measurement Month ” on any Determination Date, means each complete calendar month, or the
smallest number of consecutive complete calendar months preceding such Determination Date, in which at least the Series 2021-
1 Disposed Vehicle Threshold Number of vehicles were sold to unaffiliated third parties ( provided that, HVF III, in its sole
discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Series 2021-1
Measurement Month shall be included in any other Series 2021-1 Measurement Month.
“Series 2021-1 Medium-Duty Truck Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle that is a medium-duty truck for which the Disposition Date has not occurred as of
such date.
“Series 2021-1 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 that pursuant to Section 5.2(b) (Collections Allocation) would
have been deposited into the Series 2021-1 Principal Collection Account if all payments required to have been made under the
Leases from but excluding the
preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Principal
Collections that pursuant to Section 5.2(b) (Collections Allocation) have been received for deposit into the Series 2021-1
Principal Collection Account from but excluding the preceding Payment Date to and including such Payment Date.
“Series 2021-1 Moody’s AAA Components ” means each of:
(i) the Series 2021-1 Moody’s Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2021-1 Moody’s Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2021-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2021-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2021-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2021-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2021-1 Moody’s Remainder AAA Amount.
than the Due and Unpaid Lease Payment Amount.
“Series 2021-1 Moody’s AAA Select Component ” means each Series 2021-1 Moody’s AAA Component other
Series 2021-1 Moody’s AAA Select Component, a percentage equal to the greater of:
“Series 2021-1 Moody’s Adjusted Advance Rate” means, as of any date of determination, with respect to any
(a)
(i) the Series 2021-1 Moody’s Baseline Advance Rate with respect to such Series 2021-1 Moody’s AAA
Select Component as of such date, minus
(ii) the Series 2021-1 Moody’s Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2021-1 Moody’s AAA Select Component, minus
(iii) the Series 2021-1 Moody’s MTM/DT Advance Rate Adjustment as of such date, if any, with respect
to such Series 2021-1 Moody’s AAA Select Component; and
(b) zero.
“Series 2021-1 Moody’s Baseline Advance Rate ” means, with respect to each Series 2021- 1 Moody’s AAA
Select Component, the percentage set forth opposite such Series 2021-1 Moody’s AAA Select Component in the following table:
Series 2021-1 Moody’s AAA Select Component
Series 2021-1 Moody’s Baseline
Advance Rate
Series 2021-1 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2021-1 Moody’s Eligible Investment Grade Program Receivable
Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade Program Vehicle
Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2021-1 Moody’s Eligible Investment Grade Non-Program Vehicle
Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount
Series 2021-1 Medium-Duty Truck Amount
Cash Amount
Series 2021-1 Moody’s Remainder AAA Amount
95.00%
95.00%
92.00%
92.00%
0.00%
85.00%
85.00%
65.00%
100.00%
0.00%
“Series 2021-1 Moody’s Blended Advance Rate ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2021-1 Moody’s Blended Advance Rate Weighting Numerator and
the denominator of which is the Series 2021-1 Moody’s Blended Advance Rate Weighting Denominator, in each case as of such
date.
“Series 2021-1 Moody’s Blended Advance Rate Weighting Denominator ” means, as of any date of
determination, an amount equal to the sum of each Series 2021-1 Moody’s AAA Select Component, in each case as of such date.
“Series 2021-1 Moody’s Blended Advance Rate Weighting Numerator ” means, as of any date of determination,
an amount equal to the sum of an amount with respect to each Series 2021-1 Moody’s AAA Select Component equal to the
product of such Series 2021-1 Moody’s AAA Select Component and the Series 2021-1 Moody’s Adjusted Advance Rate with
respect to such Series 2021-1 Moody’s AAA Select Component, in each case as of such date.
determination,
“Series 2021-1 Moody’s Concentration Adjusted Advance Rate ” means as of any date of
(i) with respect to the Series 2021-1 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, the excess, if any, of the Series 2021-1 Moody’s Baseline Advance Rate with respect to such
Series 2021-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount over the Series 2021-1 Moody’s
Concentration Excess Advance Rate Adjustment with respect to such Series 2021-1 Moody’s Eligible Investment Grade
Non-Program Vehicle Amount, in each case as of such date, and
(ii) with respect to the Series 2021-1 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2021-1 Moody’s Baseline Advance Rate with respect to such Series 2021-1 Moody’s
Eligible Non-Investment Grade Non-Program Vehicle Amount over the Series 2021-1 Moody’s Concentration Excess
Advance Rate
Adjustment with respect to such Series 2021-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount,
in each case as of such date.
“Series 2021-1 Moody’s Concentration Excess Advance Rate Adjustment ” means, with respect to any Series
2021-1 Moody’s AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a
fraction, the numerator of which is (I) the product of (A) the portion of the Series 2021-1 Moody’s Concentration Excess
Amount, if any, allocated to such Series 2021-1 Moody’s AAA Select Component by HVF III and (B) the Series 2021-1
Moody’s Baseline Advance Rate with respect to such Series 2021-1 Moody’s AAA Select Component, and the denominator of
which is (II) such Series 2021-1 Moody’s AAA Select Component, in each case as of such date, and (b) the Series 2021- 1
Moody’s Baseline Advance Rate with respect to such Series 2021-1 Moody’s AAA Component; provided that, the portion of the
Series 2021-1 Moody’s Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the
portion of such Series 2021-1 Moody’s AAA Select Component that was included in determining whether such Series 2021-1
Moody’s Concentration Excess Amount exists.
“Series 2021-1 Moody’s Concentration Excess Amount ” means, as of any date of determination, the sum of (i)
the Series 2021-1 Moody’s Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if
any, (ii) the Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series
2021-1 Moody’s Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2021-1 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of
calculating this definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2021-1
Moody’s Eligible Manufacturer Receivables, in each case, included in the Series 2021-1 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 Moody’s Manufacturer Concentration
Excess Amount and designated by HVF III to constitute Series 2021-1 Moody’s Manufacturer Concentration Excess Amounts,
as of such date, shall not be included in the Series 2021-1 Non-Liened Vehicle Amount for purposes of calculating the Series
2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2021-1 Medium-Duty Truck
Amount for purposes of calculating the Series 2021-1 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date or the Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of
such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2021-1 Non-Liened Vehicle Amount for
purposes of calculating the Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF
III to constitute Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be
included in the Series 2021-1 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating the Series 2021-1 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series 2021-1
Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 Moody’s Medium-Duty Truck Concentration Excess
Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series 2021-
1 Medium- Duty Truck Amount for purposes of calculating the Series 2021-1 Moody’s Medium-Duty Truck Concentration
Excess Amount and designated by HVF III to constitute Series 2021-1 Moody’s Medium- Duty Truck Concentration Excess
Amounts as of such date, shall not be included in the Series 2021-1 Moody’s Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2021-1 Moody’s Manufacturer Concentration Excess Amount, as of such
date or the Series 2021- 1 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1 Moody’s Non-Liened
Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2021-1 Moody’s Eligible Manufacturer
Receivables included in the Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for
purposes of calculating the Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess
Amount and designated by HVF III to constitute Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 Moody’s Manufacturer Amount for the
Manufacturer with respect to such Series 2021-1 Moody’s Eligible Manufacturer Receivable for purposes of calculating the
Series 2021-1 Moody’s Manufacturer Concentration Excess Amount, as of such date and (v) the determination of which Eligible
Vehicles (or the Net Book Value thereof) or Series 2021-1 Moody’s Eligible Manufacturer Receivables are designated as
constituting (A) Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2021-1 Moody’s
Medium-Duty Truck Concentration Excess Amounts, (C) Series 2021-1 Moody’s Manufacturer Concentration Excess Amounts
and (D) Series 2021-1 Moody’s Non-
Investment Grade (High) Program Receivable Concentration Excess Amounts, in each case, as of such date shall be made
iteratively by HVF III in its reasonable discretion.
“Series 2021-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021- 1 Moody’s Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2021-1 Moody’s Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2021-1 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2021-1 Moody’s Investment Grade Manufacturers.
“Series 2021-1 Moody’s Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021-1 Moody’s Investment Grade Program
Vehicle for which the Disposition Date has not occurred as of such date.
determination:
“Series 2021-1 Moody’s Eligible Manufacturer Receivable ” means, as of any date of
(i) each Manufacturer Receivable by any Manufacturer that has a Relevant Moody’s
Rating as of such date of at least “A3” pursuant to a Manufacturer Program that, as of such date,
has not remained unpaid for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle
giving rise to such Manufacturer Receivable;
(ii) each Manufacturer Receivable by any Manufacturer that (a) has a Relevant Moody’s Rating as of such date
of (i) less than “A3” and (ii) at least “Baa3”, pursuant to a Manufacturer Program that, as of such date, has not remained
unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable; and
(iii) each Manufacturer Receivable by a Series 2021-1 Moody’s Non-Investment Grade (High) Manufacturer
or a Series 2021-1 Moody’s Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer
Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the Disposition Date with
respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-1 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2021-1 Moody’s Non-Investment Grade (High) Manufacturers.
“Series 2021-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-1 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2021-1 Moody’s Non-Investment Grade (Low) Manufacturers.
“Series 2021-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date
of determination, the sum of the Net Book Value of each Series 2021-1 Moody’s Non-Investment Grade Non-Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2021-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2021-1 Moody’s Non-Investment Grade (High)
Program Vehicle and each Series 2021-1 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case, for which the
Disposition Date has not occurred as of such date.
Manufacturer that has a Relevant Moody’s Rating as of such date of at least
“Series 2021-1 Moody’s Investment Grade Manufacturer ” means, as of any date of determination, (a) any
“Baa3”, and (b) any Manufacturer that (i) does not have a Relevant Moody’s Rating of at least “Baa3” as of such date, (ii) does
not have a long-term corporate family rating from Moody’s as of such date, and (iii) has a long-term senior unsecured debt rating
from Moody’s of at least “Ba1” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto
immediately preceding such withdrawal or downgrade (as applicable) by Moody’s for a period of thirty (30) days following the
earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2021-1 Moody’s Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2021-1 Moody’s Investment Grade Manufacturer that is not a Series 2021-1 Moody’s
Investment Grade Program Vehicle as of such date.
“Series 2021-1 Moody’s Investment Grade Program Vehicle ” means, as of any date of determination, any
Program Vehicle manufactured by a Series 2021-1 Moody’s Investment Grade Manufacturer that is subject to a Manufacturer
Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as
of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease
(or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-1 Moody’s Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2021-1 Moody’s Eligible Manufacturer Receivables with respect to such
Manufacturer.
“Series 2021-1 Moody’s Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer
as of any date of determination, the excess, if any, of the Series 2021-1 Moody’s Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2021-1 Maximum Manufacturer Amount with respect to such Manufacturer as of
such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value of any Eligible
Vehicle included in the Series 2021-1 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes
of calculating the Series 2021-1 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute
Series 2021-1 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall not be included in either of (x) the
Series 2021-1 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1 Moody’s Non-Liened Vehicle
Concentration Excess Amount as of such date or (y) the Series 2021-1 Medium-Duty Truck Amount for purposes of calculating
the Series 2021-1 Moody’s Medium-Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book Value of any
Eligible Vehicle included in the Series 2021-1 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-1
Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 Moody’s
Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the
Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 Moody’s Medium-Duty Truck
Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 Moody’s Manufacturer Concentration
Excess Amount, as of such date, (iv) the amount of any Series 2021-1 Moody’s Eligible Manufacturer Receivables included in
the Series 2021- 1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of calculating the
Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount and designated by
HVF III to constitute Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amounts
as of such date, shall not be included in the Series 2021-1 Moody’s Manufacturer Amount for the Manufacturer with respect to
such Series 2021-1
Moody’s Eligible Manufacturer Receivable for purposes of calculating the Series 2021-1 Moody’s Manufacturer Concentration
Excess Amount, as of such date, and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series
2021-1 Moody’s Eligible Manufacturer Receivables are to be designated as constituting (A) Series 2021-1 Moody’s Non-Liened
Vehicle Concentration Excess Amounts, (B) Series 2021-1 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C)
Series 2021-1 Moody’s Manufacturer Concentration Excess Amounts and (D) Series 2021-1 Moody’s Non-Investment Grade
(High) Program Receivable Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in
its reasonable discretion.
“Series 2021-1 Moody’s Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2021-1 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1
Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2021- 1 Moody’s
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-1 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 Moody’s Medium-Duty Truck
Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-1 Non-Liened Vehicle Amount for
purposes of calculating the Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount, as of such date,(iii) the
Net Book Value of any Eligible Vehicle included in the Series 2021-1 Moody’s Manufacturer Amount for the Manufacturer of
such Eligible Vehicle for purposes of calculating the Series 2021-1 Moody’s Manufacturer Concentration Excess Amount and
designated by HVF III to constitute Series 2021-1 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall
not be included in the Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 Moody’s
Medium-Duty Truck Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the
Net Book Value thereof) are to be designated as constituting (A) Series 2021-1 Moody’s Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and (C) Series 2021-1
Moody’s Manufacturer Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its
reasonable discretion.
determination,
“Series 2021-1 Moody’s MTM/DT Advance Rate Adjustment ” means, as of any date of
(i) with respect to the Series 2021-1 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, a percentage equal to the product of (i) the Series 2021-1 Failure Percentage as of such date
and (ii) the Series 2021-1 Moody’s Concentration Adjusted Advance Rate with respect to the Series 2021-1 Moody’s
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2021-1 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
a percentage equal to the product of (i) the Series 2021-1 Failure Percentage as of such date and (ii) the Series 2021-1
Moody’s Concentration Adjusted Advance Rate with respect to the Series 2021-1 Moody’s Eligible Non-Investment
Grade Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2021-1 Moody’s AAA Component, zero.
“Series 2021-1 Moody’s Non-Investment Grade (High) Manufacturer ” means, as of any date of determination,
any Manufacturer that (a) is not a Series 2021-1 Moody’s Investment Grade Manufacturer as of such date and (b) has a Relevant
Moody’s Rating of at least “Ba3” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto
immediately preceding such withdrawal or downgrade (as applicable) by Moody’s for a period of thirty (30) days following the
earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2021-1 Moody’s Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount with
respect to such Series 2021-1 Moody’s Non-Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any
Series 2021-1 Moody’s Eligible Manufacturer Receivables with respect to any Series 2021-1 Moody’s Non-Investment Grade
(High) Manufacturer included in the Series 2021-1 Moody’s Manufacturer Amount for purposes of calculating the Series 2021-1
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-1 Moody’s
Manufacturer Concentration Excess Amounts as of such date, shall not be included in the Series 2021-1 Moody’s Eligible Non-
Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2021-1 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables
are to be designated as constituting (A) Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts and (B) Series 2021-1 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date, shall be made iteratively by HVF III in its reasonable discretion.
“Series 2021-1 Moody’s Non-Investment Grade (High) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2021-1 Moody’s Non-Investment Grade (High) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-1 Moody’s Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination,
any Manufacturer that has a Relevant Moody’s Rating as of such date of less than “Ba3”; provided that, upon any withdrawal or
downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to
have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) Moody’s for a period of
thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2021-1 Moody’s Non-Investment Grade (Low) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2021-1 Moody’s Non-Investment Grade (Low) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-1 Moody’s Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2021-1 Moody’s Non- Investment Grade (High) Manufacturer or a
Series 2021-1 Moody’s Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2021-1 Moody’s Non-Investment
Grade (High) Program Vehicle or a Series 2021-1 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case as of
such date.
“Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount ” as of any date of determination,
the excess, if any, of the Series 2021-1 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the Aggregate
Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service asserting
that HVF III owes tax as a result of being “a publicly traded partnership” treated as a corporation for U.S. federal income tax
purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination” within the
meaning of Section 1313(a) of the Code that HVF III is not a publicly traded partnership treated as a corporation for U.S. federal
income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of calculating such
excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2021-1 Non-Liened Vehicle
Amount for purposes of calculating the Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and
designated by HVF III to constitute Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date,
shall not be included in the Series 2021-1 Moody’s Manufacturer Amount for
the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-1 Moody’s Manufacturer Concentration
Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2021-1 Non-Liened
Vehicle Amount for purposes of calculating the Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and
designated by HVF III to constitute Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date,
shall not be included in the Series 2021-1 Medium-Duty Truck Amount for purposes of calculating the Series 2021-1 Moody’s
Medium-Duty Truck Concentration Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in
the Series 2021-1 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the
Series 2021-1 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-1
Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-1 Non-Liened
Vehicle Amount for purposes of calculating the Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount as
of such date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as
constituting (A) Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2021-1 Moody’s
Medium-Duty Truck Concentration Excess Amount and (C) Series 2021-1 Moody’s Manufacturer Concentration Excess
Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2021-1 Moody’s Remainder AAA Amount ” means, as of any date of determination, the excess, if any,
of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(i) the Series 2021-1 Moody’s Eligible Investment Grade Program Vehicle Amount as of such date,
(ii) the Series 2021-1 Moody’s Eligible Investment Grade Program Receivable Amount as of such date,
(iii) the Series 2021-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount as of such
date,
(iv) the Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount as
of such date,
(v) the Series 2021-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(vi) the Series 2021-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(vii) the Series 2021-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(viii) the Cash Amount as of such date, and
(ix) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2021-1 Non-Liened Vehicle Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle for which the Disposition Date has not occurred as of such date and with respect to
which the Certificate of Title does not note the Collateral Agent as the first lienholder (and, the Certificate of Title with respect to
which has not been submitted to the appropriate state authorities for such notation or the fees due in respect of such notation have
not yet been paid).
“Series 2021-1 Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any
date of determination, the sum of the respective Series 2021-1 Third-Party Market Values of each such Non-Program Vehicle as
of such date.
“Series 2021-1 Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any
Series 2021-1 Measurement Month, commencing with the third Series 2021-1 Measurement Month following the Series 2021-1
Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding
salvage sales) during such Series 2021-1 Measurement Month and the two Series 2021-1 Measurement Months preceding such
Series 2021-1 Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such
Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program
Vehicles.
“Series 2021-1 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders,
the Class D Noteholders and, if the Class E Notes have been issued, the Class E Noteholders, collectively.
the Class E Notes have been issued, the Class E Notes, collectively.
“Series 2021-1 Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and, if
“Series 2021-1 Operating Expense Amount ” means, with respect to any Payment Date, the sum (without
duplication) of (a) the aggregate amount of Series 2021-1 Carrying Charges on such Payment Date (excluding any Series 2021-1
Carrying Charges payable to the Series 2021-1 Noteholders) and (b) the Series 2021-1 Percentage of the Carrying Charges, if
any, payable by HVF III on such Payment Date (excluding any Carrying Charges payable to the Series 2021-1 Noteholders).
“Series 2021-1 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a
Series 2021-1 Lease Principal Payment Deficit, an amount equal to the Series 2021- 1 Invested Percentage with respect to
Principal Collections (as of the Payment Date on which such Series 2021-1 Lease Payment Deficit occurred) of such Past Due
Rent Payment and (b) with respect to any Past Due Rent Payment in respect of a Series 2021-1 Lease Interest Payment Deficit,
an amount equal to the Series 2021-1 Invested Percentage with respect to Interest Collections (as of the Payment Date on which
such Series 2021-1 Lease Payment Deficit occurred) of such Past Due Rent Payment.
“Series 2021-1 Payment Date Available Interest Amount ” means, with respect to each Series 2021-1 Interest
Period, the sum of the Series 2021-1 Daily Interest Allocation for each Series 2021- 1 Deposit Date in such Series 2021-1
Interest Period.
“Series 2021-1 Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without
duplication) of the amounts payable pursuant to Sections 5.3(a) through (g) (Application of Funds in the Series 2021-1 Interest
Collection Account).
“Series 2021-1 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2021-1 Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.
“Series 2021-1 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and
other Liens imposed by law, securing obligations that are not more than thirty (30) days past due or are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (iii) Liens in favor of the Trustee pursuant to any Series 2021-1 Related Document,
Related Document or any other Series Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral
Agency Agreement and (iv) any Lien on any Vehicle arising out of or in connection with the sale of a Vehicle in the ordinary
course. Series 2021-1 Permitted Liens shall be “Series Permitted Liens” with respect to the Series 2021-1 Notes.
“Series 2021-1 Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and, if the Class E Notes
have been issued as of such date, the Class E Principal Amount, in each case, as of such date. The Series 2021-1 Principal
Amount shall be the “Principal Amount” with respect to the Series 2021-1 Notes. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2021-1 Notes it means the Class A Principal Amount, the
Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount or the Class E Principal Amount, as
applicable.
“Series 2021-1 Principal Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2021-1
Accounts) of this Series 2021-1 Supplement.
cash on deposit in and Permitted Investments credited to the Series 2021-1 Principal Collection Account as of such date.
“Series 2021-1 Principal Collection Account Amount ” means, as of any date of determination, the amount of
“Series 2021-1 Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of
business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series 2021-1 Notes is deemed
to have occurred with respect to the Series 2021-1 Notes, and ending upon the earlier to occur of (i) the date on which the Series
2021-1 Notes are paid in full and (ii) the termination of this Series 2021-1 Supplement.
“Series 2021-1 Rating Agency Condition ” means (a) the notification in writing by each Rating Agency then
rating any Class of Series 2021-1 Notes at the request of HVF III that a proposed action will not result in a reduction or
withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, or (b) each Rating Agency then rating
any Class of Series 2021-1 Notes at the request of HVF III shall have been given notice of such event at least ten (10) days prior
to the occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice prior to the occurrence of such event that the occurrence of such
event will itself cause such Rating Agency to downgrade, qualify, or withdraw its rating assigned to such Class. The Series 2021-
1 Rating Agency Condition shall be the “Rating Agency Condition” with respect to the Series 2021-1 Notes.
Class A/B/C/D Demand Note.
“Series 2021-1 Related Documents ” means the Related Documents, this Series 2021-1 Supplement and each
“Series 2021-1 Restatement Date” means October 20, 2023.
“Series 2021-1 Revolving Period” means the period from the Series 2021-1 Closing Date to the earlier of (i) the
commencement of the Series 2021-1 Controlled Amortization Period and (ii) the commencement of the Series 2021-1 Rapid
Amortization Period.
1 Supplement.
“Series 2021-1 Supplement ” has the meaning specified in the Preamble of this Series 2021-
“Series 2021-1 Supplemental Indenture” means a supplement to this Series 2021-1
Supplement complying (to the extent applicable) with the terms of Section 9.9 (Amendments) of this Series 2021-1 Supplement.
“Series 2021-1 Third-Party Market Value ” means, with respect to each Non-Program Vehicle, as of any date of
determination during a calendar month:
(a) if the Series 2021-1 Third-Party Market Value Procedures have been completed for such month, then
(i) the Monthly NADA Mark, if any, for such Non-Program Vehicle obtained in such calendar month
in accordance with such Series 2021-1 Third-Party Market Value Procedures;
(ii) if, pursuant to the Series 2021-1 Third-Party Market Value Procedures, no Monthly NADA Mark
for such Non-Program Vehicle was obtained in such calendar month, then the Monthly Blackbook Mark, if any,
for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2021-1 Third-
Party Market Value Procedures; and
(iii) if, pursuant to the Series 2021-1 Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month
(regardless of whether such value was not obtained because (A) neither a Monthly NADA Mark nor a Monthly
Blackbook Mark was obtained in undertaking the Series 2021-1 Third-Party Market Value Procedures or (B)
such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s reasonable estimation of the fair market value of such
Non-Program Vehicle as of such date of determination; and
(b) until the Series 2021-1 Third-Party Market Value Procedures have been completed for such calendar
month:
(i) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior
to the first day of such calendar month, the Series 2021-1 Third- Party Market Value obtained in the immediately
preceding calendar month, in accordance
with the Series 2021-1 Third-Party Market Value Procedures for such immediately preceding calendar month, and
(ii) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or
after the first day of such calendar month, then the Administrator’s reasonable estimation of the fair market value
of such Non-Program Vehicle as of such date of determination.
Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
“Series 2021-1 Third-Party Market Value Procedures ” means, with respect to each calendar month and each
(a) HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly
NADA Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month,
and
(b) if no Monthly NADA Mark was obtained for any such Non-Program Vehicle described in clause (a) above
upon such attempt, then HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a
Monthly Blackbook Mark for any such Non- Program Vehicle.
2021-1 Percentage of fees payable to the Trustee with respect to the Notes on such Payment Date.
“Series 2021-1 Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the Series
“Series-Specific 2021-1 Collateral” means the Series 2021-1 Account Collateral with respect to each Series
2021-1 Account and each Class A/B/C/D Demand Note. The Series-Specific 2021- 1 Collateral shall be the “Series-Specific
Collateral” with respect to the Series 2021-1 Notes.
“Similar Law” has the meaning specified in Section 2.2(l) (Transfer Restrictions for Global Notes ) of this Series
2021-1 Supplement.
“Treasury Rate” means with respect a Redemption Date, the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two (2) business days prior to such Redemption Date
(or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such Redemption Date to the Expected Final Payment Date; provided that, if the period from the Redemption
Date to the Expected Final Payment Date is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, then the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-
twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from such Redemption Date to the Expected Final Payment Date is less than one (1) year, then the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one (1) year will be used.
SCHEDULE II
TO THE SERIES 2021-1 SUPPLEMENT
MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION
Aggregate Principal Amount
Class A Monthly Interest Amount
Class A Principal Amount
Class A/B/C/D Adjusted Principal Amount
Class A/B/C/D Available L/C Cash Collateral Account Amount
Class A/B/C/D Available Reserve Account Amount
Class A/B/C/D Letter of Credit Amount
Class A/B/C/D Letter of Credit Liquidity Amount
Class A/B/C/D Liquid Enhancement Amount
Class A/B/C/D Principal Amount
Class A/B/C/D Required Liquid Enhancement Amount
Class A/B/C/D Required Reserve Account Amount
Class A/B/C/D Reserve Account Deficiency Amount
Class B Monthly Interest Amount
Class B Principal Amount
Class C Monthly Interest Amount
Class C Principal Amount
Class D Monthly Interest Amount
Class D Principal Amount
Class E Monthly Interest Amount (if applicable)
Class E Principal Amount (if applicable)
Determination Date
Aggregate Asset Amount
Aggregate Asset Amount Deficiency
Aggregate Asset Coverage Threshold Amount
Asset Coverage Threshold Amount
Carrying Charges
Cash Amount
Collections
Due and Unpaid Lease Payment Amount
Interest Collections
Percentage
Principal Collections
Advance Rate
Asset Coverage Threshold Amount
Payment Date
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Series 2021-1 Accrued Amounts
Series 2021-1 Adjusted Asset Coverage Threshold Amount
Series 2021-1 Asset Amount
Series 2021-1 Asset Coverage Threshold Amount
Series 2021-1 Blended Advance Rate
Series 2021-1 Capped Administrator Fee Amount
Series 2021-1 Capped Operating Expense Amount
Series 2021-1 Capped Trustee Fee Amount
Series 2021-1 DBRS Adjusted Advance Rate
Series 2021-1 DBRS Blended Advance Rate
Series 2021-1 DBRS Concentration Adjusted Advance Rate
Series 2021-1 DBRS Concentration Excess Advance Rate Adjustment
Series 2021-1 DBRS Concentration Excess Amount
Series 2021-1 DBRS Eligible Investment Grade Non-Program Vehicle Amount
Series 2021-1 DBRS Eligible Investment Grade Program Receivable Amount
Series 2021-1 DBRS Eligible Investment Grade Program Vehicle Amount
Series 2021-1 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2021-1 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2021-1 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2021-1 DBRS Eligible Non-Investment Grade Program Vehicle Amount
Series 2021-1 DBRS Manufacturer Concentration Excess Amount
Series 2021-1 DBRS Medium-Duty Truck Concentration Excess Amount
Series 2021-1 DBRS MTM/DT Advance Rate Adjustment
Series 2021-1 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2021-1 DBRS Non-Liened Vehicle Concentration Excess Amount
Series 2021-1 DBRS Remainder AAA Amount
Series 2021-1 Excess Administrator Fee Amount
Series 2021-1 Excess Operating Expense Amount
Series 2021-1 Excess Trustee Fee Amount
Series 2021-1 Failure Percentage
Series 2021-1 Floating Allocation Percentage
Series 2021-1 Administrator Fee Amount
Series 2021-1 Trustee Fee Amount
Series 2021-1 Interest Period
Series 2021-1 Invested Percentage
Series 2021-1 Market Value Average
Series 2021-1 Medium-Duty Truck Amount
Series 2021-1 Moody’s Adjusted Advance Rate
Series 2021-1 Moody’s Blended Advance Rate
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Series 2021-1 Moody’s Concentration Adjusted Advance Rate
Series 2021-1 Moody’s Concentration Excess Advance Rate Adjustment
Series 2021-1 Moody’s Concentration Excess Amount
Series 2021-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
Series 2021-1 Moody’s Eligible Investment Grade Program Receivable Amount
Series 2021-1 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2021-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
Series 2021-1 Moody’s Manufacturer Concentration Excess Amount
Series 2021-1 Moody’s Medium-Duty Truck Concentration Excess Amount
Series 2021-1 Moody’s MTM/DT Advance Rate Adjustment
Series 2021-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2021-1 Moody’s Non-Liened Vehicle Concentration Excess Amount
Series 2021-1 Moody’s Remainder AAA Amount
Series 2021-1 Non-Liened Vehicle Amount
Series 2021-1 Non-Program Fleet Market Value
Series 2021-1 Non-Program Vehicle Disposition Proceeds Percentage Average
Series 2021-1 Percentage
Series 2021-1 Principal Amount
Series 2021-1 Principal Collection Account Amount
Series 2021-1 Rapid Amortization Period
On or before the second Business Day following the Trustee’s receipt of a Monthly Noteholders’ Statement, the Trustee shall
post, or cause to be posted, a copy of such Monthly Noteholders’ Statement to https://gctinvestorreporting.bnymellon.com (or
such other website maintained by the Trustee and available to the Series 2021-1 Noteholders, as designated from time to time by
the Trustee).
EXHIBIT 4.6
EXECUTION VERSION
HERTZ VEHICLE FINANCING III LLC,
as Issuer,
THE HERTZ CORPORATION,
as Administrator, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary
____________
AMENDED AND RESTATED SERIES 2021-2 SUPPLEMENT
dated as of October 20, 2023 to
BASE INDENTURE
dated as of June 29, 2021
____________
$1,420,000,000 Series 2021-2 1.68% Rental Car Asset Backed Notes, Class A
$180,000,000 Series 2021-2 2.12% Rental Car Asset Backed Notes, Class B
$140,000,000 Series 2021-2 2.52% Rental Car Asset Backed Notes, Class C
$260,000,000 Series 2021-2 4.34% Rental Car Asset Backed Notes, Class D
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND CONSTRUCTION 3
Section 1.1 Defined Terms and References 3
Section 1.2 Rules of Construction 3
ARTICLE II ISSUANCE OF SERIES 2021-2 NOTES; FORM OF SERIES 2021-2 NOTES 4
Section 2.1 Issuance 4
Section 2.2 Transfer Restrictions for Global Notes 6
Section 2.3 Definitive Notes 11
Section 2.4 Legal Final Payment Date 11
Section 2.5 Required Series Noteholders 11
Section 2.6 FATCA 11
ARTICLE III INTEREST AND INTEREST RATES 12
Section 3.1 Interest 12
ARTICLE IV SERIES-SPECIFIC COLLATERAL 12
Section 4.1 Granting Clause 12
Section 4.2 Series 2021-2 Accounts 13
Section 4.3 Trustee as Securities Intermediary 15
Section 4.4 Demand Notes 16
Section 4.5 Subordination 17
Section 4.6 Duty of the Trustee 17
Section 4.7 Representations of the Trustee 17
ARTICLE V PRIORITY OF PAYMENTS 17
Section 5.1 [Reserved] 17
Section 5.2 Collections Allocation. 17
Section 5.3 Application of Funds in the Series 2021-2 Interest Collection Account 17
Section 5.4 Application of Funds in the Series 2021-2 Principal Collection Account 19
Section 5.5 Class A/B/C/D Reserve Account Withdrawals 20
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes 21
Section 5.7 Past Due Rental Payments 23
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account 24
Section 5.9 Certain Instructions to the Trustee 27
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment 27
ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING
CONDITIONS 27
Section 6.1 Representations and Warranties 27
Section 6.2 Covenants 28
Section 6.3 Closing Conditions 29
Section 6.4 Further Assurances 29
ARTICLE VII AMORTIZATION EVENTS 30
Section 7.1 Amortization Events 30
ARTICLE VIII SUBORDINATION OF NOTES 32
Section 8.1 Subordination of Class B Notes 32
Section 8.2 Subordination of Class C Notes 33
Section 8.3 Subordination of Class D Notes 33
Section 8.4 Subordination of Class E Notes 33
TABLE OF CONTENTS
(continued)
Page
Section 8.5 When Distribution Must be Paid Over 33
ARTICLE IX GENERAL 34
Section 9.1 Optional Redemption of the Series 2021-2 Notes 34
Section 9.2 Information 34
Section 9.3 Confidentiality 34
Section 9.4 Ratification of Base Indenture 35
Section 9.5 Notice to the Rating Agencies 35
Section 9.6 Third Party Beneficiary 35
Section 9.7 Execution in Counterparts; Electronic Execution 35
Section 9.8 Governing Law 35
Section 9.9 Amendments 36
Section 9.10 Administrator to Act on Behalf of HVF III 37
Section 9.11 Successors 38
Section 9.12 Termination of Series Supplement 38
Section 9.13 Electronic Execution 38
Section 9.14 Additional UCC Representations 38
Section 9.15 Notices 39
Section 9.16 Submission to Jurisdiction 39
Section 9.17 Waiver of Jury Trial 40
Section 9.18 Issuance of Class E Notes 40
Section 9.19 Trustee Obligations under the Retention Requirements 42
Section 9.20 Amendment and Restatement; No Novation 42
SCHEDULE I TO THE SERIES 2021-2 SUPPLEMENT 45
SCHEDULE II TO THE SERIES 2021-2 SUPPLEMENT 86
TABLE OF CONTENTS
(continued)
EXHIBITS AND SCHEDULES
Page
Schedule I Schedule
II
List of Defined Terms
Monthly Noteholders’ Statement Information
Exhibit A-1-1 Exhibit
A-1-2 Exhibit A-2-1
Exhibit A-2-2 Exhibit
A-3-1 Exhibit A-3-2
Exhibit A-4-1 Exhibit
A-4-2 Exhibit B-1
Exhibit B-2 Exhibit C
Exhibit D Exhibit E-1
Form of Series 2021-2 144A Global Class A Note
Form of Series 2021-2 Regulation S Global Class A Note
Form of Series 2021-2 144A Global Class B Note
Form of Series 2021-2 Regulation S Global Class B Note
Form of Series 2021-2 144A Global Class C Note
Form of Series 2021-2 Regulation S Global Class C Note
Form of Series 2021-2 144A Global Class D Note
Form of Series 2021-2 Regulation S Global Class D Note
Form of Demand Notice
Form of Class A/B/C/D Demand Note
Exhibit E-2 Exhibit
Form of Reduction Notice Request Class A/B/C/D Letter of
Credit
Form of Lease Payment Deficit Notice
Form of Transfer Certificate from 144A Global Note to
Regulation S Global Note
Form of Transfer Certificate from Regulation S Global Note to
144A Global Note
Form of Class A/B/C/D Letter of Credit
F
AMENDED AND RESTATED SERIES 2021-2 SUPPLEMENT dated as of October 20,
2023 (“Series 2021-2 Supplement ”) among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“ Hertz”
or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided
in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “ Securities
Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27,
2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”), each between HVF III and the Trustee.
PRELIMINARY STATEMENT
WHEREAS, HVF III, Hertz and the Trustee entered into the Series 2021-2 Supplement, dated as of June 30, 2021 (the
“Original Series 2021-2 Supplement ”), pursuant to which HVF III issued the Series 2021-2 Notes, including the Series 2021-2
4.34% Rental Car Asset Backed Notes, Class D with a CUSIP number of 42806MAH2 and an ISIN number of US42806MAH25
(the “Original Class D 144A Global Note”);
WHEREAS, HVF III, Hertz and the Trustee entered into Amendment No. 1 to Series 2021-2 Supplement, dated as of
June 27, 2022 (the “First Amendment to the Series 2021-2 Supplement ”, and together with the Original Series 2021-2
Supplement, as amended, the “Amended Series 2021-2 Supplement”), pursuant to which HVF III, Hertz and the Trustee
amended the Original Series 2021-2 Supplement for the benefit of the Series 2021-2 Noteholders to, among other things, amend
(i) the minimum denomination of the Original Class D 144A Global Note and (ii) the definition of “Series 2021-2 Liquidation
Event”;
WHEREAS, Section 9.9(a) (Amendments—Without the Consent of the Series 2021-2 Noteholders ) of the Amended
Series 2021-2 Supplement permits HVF III and the Trustee to amend the Amended Series 2021-2 Supplement in writing,
without the consent of any Series 2021-2 Noteholder, subject to certain conditions set forth in the Amended Series 2021-2
Supplement;
WHEREAS, Section 9.9(a)(viii) (Amendments—Without the Consent of the Series 2021-2 Noteholders ) of the Amended
Series 2021-2 Supplement provides that HVF III and the Trustee, at any time and from time to time, may enter into an
amendment to the Amended Series 2021-2 Supplement without the consent of any Series 2021-2 Noteholder to effect any other
amendment not listed in Section 9.9(a) (Amendments—Without the Consent of the Series 2021-2 Noteholders ) that does not
materially adversely affect the interests of the Series 2021-2 Noteholders; provided that any such amendment requires (i) an
Officer’s Certificate of HVF III that such amendment shall not materially adversely affect the interests of the Series 2021-2
Noteholders, (ii) satisfaction of the Series 2021-2 Rating Agency Condition with respect to such amendment, and (iii) notice to
each Rating Agency of such amendment promptly after its execution;
WHEREAS, HVF III desires to amend and restate the Amended Series 2021-2 Supplement for the benefit of the Series
2021-2 Noteholders to, among other things, (i) issue Class D Notes that can be transferred or resold outside the United States to
non-U.S. persons (as such term is defined in Regulation S) in transactions in compliance with Regulation S, and (ii) remove the
requirement for each transferee of the Class D Notes to deliver a letter of representation to the Trustee and the Servicer in
connection with such transfer (collectively, the “Class D Amendments”);
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate that the Class D Amendments herein that are
being implemented in accordance with Section 9.9(a)(viii) (Amendments—
Without the Consent of the Series 2021-2 Noteholders ) of the Amended Series 2021-2 Supplement do not materially adversely affect
the interests of the Series 2021-2 Noteholders;
WHEREAS, the Series 2021-2 Rating Agency Condition is satisfied with respect to the Class D Amendments described
herein;
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
the Class D Amendments herein contained comply with the requirements of Section 9.9(d) (Series 2021-2 Supplemental
Indentures) of the Amended Series 2021-2 Supplement;
WHEREAS, in connection with the Class D Amendments, HVF III has (i) authorized and directed the Trustee to cancel
the Original Class D 144A Global Note on the date hereof and (ii) requested the Trustee to (A) authenticate (1) one 144A Global
Note registered in the name of Cede & Co., as nominee of The Depository Trust Company, representing an aggregate of
$260,000,000 in the principal amount of the HVF III’s Series 2021-2 4.34% Rental Car Asset Backed Notes, Class D, having a
CUSIP number of 42806MAH2 and an ISIN number of US42806MAH25 (the “Re-issued Class D 144A Global Note”) and
(2) one Regulation S Global Note registered in the name of Cede & Co., as nominee of The Depository Trust Company,
representing an aggregate of $0 in the principal amount of HVF III’s Series 2021-2 4.34% Rental Car Asset Backed Notes, Class
D, having a CUSIP number of U4280MAH4 and an ISIN number of USU4280MAH44 (the “Class D Regulation S Global
Note” and, together with the Re-issued Class D 144A Global Note, the “ Restatement Date Class D Notes”), and (B) deliver said
authenticated Restatement Date Class D Notes to, or for the account of The Depository Trust Company, against receipt therefor;
WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2021-2 Supplement to confirm certain
representations, warranties and covenants made by it in such capacity for the benefit of the Series 2021-2 Noteholders; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
DESIGNATION
Supplement, and such Series of Notes was designated as Series 2021-2 Rental Car Asset Backed Notes.
A Series of Notes was created and issued pursuant to the Base Indenture and the Original Series 2021-2
There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series 2021-2
Supplement, and such Series of Notes is hereby designated as Series 2021-2 Rental Car Asset Backed Notes.
On the Series 2021-2 Closing Date, the following classes of Series 2021-2 Rental Car Asset Backed Notes were
issued:
(i) the Series 2021-2 1.68% Rental Car Asset Backed Notes, Class A (as referred to herein, the “ Class A
Notes”);
(ii) the Series 2021-2 2.12% Rental Car Asset Backed Notes, Class B (as referred to herein, the “ Class B
Notes”);
(iii) the Series 2021-2 2.52% Rental Car Asset Backed Notes, Class C (as referred to herein, the “ Class C
Notes”); and
(iv) the Original Class D 144A Global Note.
Subsequent to the Series 2021-2 Closing Date, HVF III may on any date during the Series 2021-2 Revolving
Period offer and sell additional Series 2021-2 Notes in a single Class (which may, but is not required to be comprised of one or
more Subclasses and/or Tranches), subject to satisfaction of the conditions set forth in Section 9.18 (Issuance of Class E Notes)
of this Series 2021-2 Supplement, which, if issued, shall be designated as the Series 2021-2 Fixed Rate Rental Car Asset Backed
Notes, Class E, and referred to herein as the “Class E Notes”.
On the Series 2021-2 Restatement Date, the Original Class D 144A Global Note shall be cancelled, and the
Restatement Date Class D Notes shall be issued and authenticated.
The Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, and, if issued, the Class E
Notes, are referred to herein collectively as the “Series 2021-2 Notes”. The Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes are referred to herein collectively as the “Class A/B/C/D Notes”.
The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Class D Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 Defined Terms and References . Capitalized terms used herein shall have the meanings assigned to such
terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article,
Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles,
Sections or Subsections of this Series 2021-2 Supplement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2021-2 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise
stated herein, all references herein to the “Series 2021-2 Supplement” shall mean the Base Indenture, as supplemented hereby.
Section 1.2 Rules of Construction. In this Series 2021-2 Supplement, including the preamble, recitals, attachments,
schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to an agreement or document shall include the preamble, recitals, all attachments, schedules,
annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such
attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented, restated and
otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless
otherwise stated);
(c) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are not prohibited by this Series 2021-2 Supplement, and reference to any Person in a particular capacity
only refers to such Person in such capacity;
(d) reference to any gender includes the other gender;
(e) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or
reenacted, in whole or in part, and in effect from time to time;
(f) “including” (and with correlative meaning “include”) means including without limiting the generality of any
description preceding such term;
(g) with respect to the determination of any period of time, “from” means “from and including” and “to” means
“to but excluding”;
(h) references to sections of the Code also refer to any successor sections;
(i) reference to any Related Document or other contract or agreement means such Related Document, contract or
agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if
such amendment, supplement or modification is permitted by the Base Indenture and the other applicable Related Documents;
and
(j) the language used in this Series 2021-2 Supplement will be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction will be applied against any party.
ARTICLE II
ISSUANCE OF SERIES 2021-2 NOTES; FORM OF SERIES 2021-2 NOTES
Section 2.1 Issuance.
(a) Initial Issuance on the Series 2021-2 Closing Date . On the terms and conditions set forth in the Original
Series 2021-2 Supplement, HVF III issued and caused the Trustee to authenticate, the initial Class A/B/C/D Notes on the Series
2021-2 Closing Date. Such Class A/B/C/D Notes:
(i) had, with respect to each Class of Series 2021-2 Notes, the initial principal amount equal to the Class Initial
Principal Amount for such Class;
(ii) had, with respect to each Class of Series 2021-2 Notes, the interest rate set forth in the definition of Note
Rate for such Class;
(iii) were dated the Series 2021-2 Closing Date;
(iv) had, with respect to each Class of Series 2021-2 Notes, the maturity date set forth in the definition of Legal
Final Payment Date for such Class;
(v) were rated, with respect to the Class A Notes, Class B Notes, Class C Notes and Class D Notes by Moody’s
and DBRS; and
(vi) were duly authenticated in accordance with the provisions of the Base Indenture and this Series 2021-2
Supplement.
(b) Issuance on the Series 2021-2 Restatement Date . On the terms and conditions set forth in this Series 2021-2
Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D Notes on the Series
2021-2 Restatement Date. Such Restatement Date Class D Notes shall:
(i) have the initial principal amount equal to the Class Initial Principal Amount for the Class D Notes;
(ii) have the interest rate set forth in the definition of Note Rate for the Class D Notes;
(iii) be dated the Series 2021-2 Restatement Date;
(iv) have the maturity date set forth in the definition of Legal Final Payment Date for the Class D Notes;
(v) be rated by Moody’s and DBRS; and
(vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2021-2
Supplement.
(c) Form of the Class A/B/C/D Notes. The Class A/B/C/D Notes were offered and sold by HVF III on the Series
2021-2 Closing Date pursuant to the Class A/B/C/D Purchase Agreement. The Class A/B/C/D Notes were 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. The Class A/B/C/D Notes following their initial resale may be
transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in accordance with the procedures described herein. The
Class A/B/C/D Notes will be Book-Entry Notes, and DTC will act as the Depository for the Class A/B/C/D Notes.
contrary, the initial Payment Date with respect to the Series 2021-2 Notes shall be July 26, 2021.
(d) Initial Payment Date. Notwithstanding anything herein or in any Series 2021-2 Related Document to the
(e) 144A Global Notes. Each Class of the Class A/B/C/D Notes offered and sold in their initial distribution on
the Series 2021-2 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2021-2
Restatement Date 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 with respect to the Class A Notes in Exhibit A-1-1 to the Original Series
2021-2 Supplement, with respect to the Class B Notes in Exhibit A-2-1 to the Original Series 2021-2 Supplement, with respect to
the Class C Notes in Exhibit A-3-1 to the Original Series 2021-2 Supplement and with respect to the Restatement Date Class D
Notes in Exhibit A-4-1 to this Series 2021-2 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC,
and deposited with BNY, as custodian of DTC (collectively, the “ 144A Global Notes”). The aggregate principal amount of the
144A Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian
for DTC, in connection with a corresponding decrease or increase in the aggregate principal amount of the corresponding class of
Regulation S Global Notes, as hereinafter provided. Each 144A Global Note shall represent such of the outstanding principal
amount of the related Class of Series 2021-2 Notes as shall be specified in the schedule attached thereto and each shall provide
that it shall represent the aggregate principal amount of such Class of Series 2021-2 Notes from time to time endorsed thereon
and that the aggregate principal amount of such Class of outstanding Series 2021-2 Notes represented thereby may from time to
time be reduced or increased, as applicable, to reflect exchanges and redemptions of such 144A Global Note. Any endorsement
of a 144A Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of
outstanding Series 2021-2 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF
III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes ) hereof.
(f) Regulation S Global Notes. Each Class of the Class A/B/C Notes offered and sold on the Series 2021-2
Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2021-2 Restatement 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 with respect to the Class A Notes in Exhibit A-1-2 to the Original Series 2021-2 Supplement,
with respect to the Class B Notes in Exhibit A-2-2 to the Original Series 2021-2 Supplement, with respect to the Class C Notes in
Exhibit A-3-2 to the Original Series 2021-2 Supplement, and with respect to the Restatement Date Class D Notes in Exhibit A-4-
2 to this Series 2021-2 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with
BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear
and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal amount of the Regulation S Global
Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in
connection with a corresponding decrease or increase of aggregate principal amount of the corresponding 144A Global Notes, as
hereinafter provided. Each Regulation S Global Note shall represent such of the outstanding principal amount of the related
Class of Series 2021- 2 Notes as shall be specified in the schedule attached thereto and each shall provide that it shall represent
the aggregate principal amount of such Class of Series 2021-2 Notes from time to time endorsed thereon and that the aggregate
principal amount of such Class of outstanding Series 2021-2 Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges and redemptions of such Regulation S Global Note. Any endorsement of a
Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of
outstanding Series 2021-2 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF
III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes ) hereof.
Section 2.2 Transfer Restrictions for Global Notes.
(a) A 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 2.2(a) (Transfer Restrictions for Global Notes ) shall not prohibit any
transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the corresponding
Global Note in accordance with Section 2.8 (Transfer and Exchange) of the Base Indenture and shall not prohibit any
transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.2 (Transfer
Restrictions for Global Notes).
(b) The transfer by a Note Owner holding a beneficial interest in a 144A Global Note to a Person who wishes to
take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed representation
of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) 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 III 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 Note Owner holding a beneficial interest in a 144A Global Note wishes at any time to exchange its
interest in such 144A Global Note for an interest in the corresponding 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 a 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 2.2(c)
(Transfer Restrictions for Global Notes ). 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 144A Global Note to be so exchanged or transferred, (ii) a written
order from HVF III 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 E-1 hereto given by the applicable
Note Owner holding such beneficial interest in such 144A Global Note, the Registrar shall instruct BNY, as custodian of DTC,
to reduce the principal amount of the applicable 144A Global Note, and to increase the principal amount of the applicable
Regulation S Global Note, by the principal amount of the beneficial interest in such 144A 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 such Regulation S
Global Note having a principal amount equal to the amount by which the principal amount of such 144A Global Note was
reduced upon such exchange or transfer.
(d) If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to exchange
its interest in such Regulation S Global Note for an interest in the corresponding 144A 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 corresponding 144A Global Note, such
exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this
Section 2.2(d) (Transfer Restrictions for Global Notes ). 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 such 144A Global Note
in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred,
(ii) a written order from HVF III 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 E-2 hereto given by
such Note Owner, as applicable, holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct
BNY, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note and to increase the principal
amount of such 144A Global Note, by the principal amount of the beneficial interest in such Regulation S 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 such 144A Global Note having a principal amount
equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such exchange or
transfer.
the “Terms and Conditions Governing Use of Euroclear” and the “General Terms
(e) The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and
and Conditions of Clearstream Banking” and the “Customer Handbook” of Clearstream (collectively, the “ Applicable
Procedures”) shall be applicable to transfers of beneficial interests in the Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes which are in the form of Class A Global Notes, Class B Global Notes, Class C Global Notes or Class D
Global Notes, respectively.
(f) The Class A/B/C/D Notes represented by 144A 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 STATE SECURITIES LAWS. THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING III LLC (“ HVF
III”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“ RULE 144A”), TO A PERSON
IT REASONABLY BELIEVES IS A “ QUALIFIED INSTITUTIONAL BUYER ” AS DEFINED IN RULE
144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF
HVF III, 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.
(g) The Class A/B/C/D Notes represented by 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. 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 III LLC (“HVF III”) 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 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.
(h) All Class A/B/C/D Notes represented by Global Notes shall bear the following
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 THE
ISSUER 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.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A
BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT
ANY TIME HELD BY THE ISSUER OR ANY OTHER PERSON TREATED AS THE ISSUER FOR U.S.
FEDERAL INCOME TAX PURPOSES) AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.
(i) All Class A/B/C Notes represented by Global Notes shall bear the following
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT
(AND SHALL BE DEEMED TO REPRESENT) THAT EITHER (I) IT IS NOT AND IS NOT ACTING ON
BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”) OR (D) ANY GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT
IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
(“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY
SUCH PLAN, OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH
NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE (OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW).
IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT
PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ
VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR
RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF
ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT
OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND ANY
COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR
RESPECTIVE AFFILIATES TO ANY PROSPECTIVE TRANSFEREE OF THE NOTES IS RENDERED
SOLELY IN ITS CAPACITY AS THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY
SUCH PROSPECTIVE TRANSFEREE.
(j) The Class D Notes shall bear the following legend:
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST THEREIN MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT IT IS NOT AND IS NOT ACTING
ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“INTERNAL REVENUE CODE ”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS”
BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE
ENTITY(WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN
SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A GOVERNMENTAL,
CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR
LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE INTERNAL REVENUE CODE (“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE ASSETS OF ANY SUCH PLAN, ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE
A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW.
(k) The required legends set forth above shall not be removed from the applicable Class A Notes, Class B Notes,
Class C Notes or Class D 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 III and the Registrar such satisfactory evidence, which may include an Opinion of
Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Class A Note, Class B Note, Class C Notes or Class D Note, as applicable, will not
violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, HVF III shall deliver to
the Trustee an Opinion of Counsel stating that all conditions precedent to such legend removal have been complied with, and the
Trustee at the direction of HVF III shall authenticate and deliver in exchange for such Restricted Note a Class A Note, Class B
Note, Class C Note or Class D Note or Class A Notes, Class B Notes, Class C Notes or Class D Notes, as applicable, 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 A Note, Class B Note, Class C Note or Class D Note as provided above, no other Note issued in exchange
for all or any part of such Class A Note, Class B Note, Class C Note or Class D Note, as applicable, shall bear such legend,
unless HVF III has reasonable cause to believe that such other Class A Note, Class B Note, Class C Note or Class D Note, as
applicable, is a “restricted security” within the meaning of Rule 144A under the Securities Act and instructs the Trustee to cause
a legend to appear thereon.
(l) The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person shall be
made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to
represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any interest therein)
for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (C)
any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the
entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA) or
(D) any governmental, church, non-U.S. or other plan that is subject to any non-U.S. federal, state or local law that is
substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or any entity whose underlying
assets include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such Class A/B/C
Notes (or any interest therein) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or result in a non-exempt violation of any Similar Law.
(m) The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person shall be
made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to
represent) that such transferee is not and is not acting on behalf of, or using the assets of (A) an “employee benefit plan” (as
defined in Section 3(3) of ERISA), that is subject to Title I of ERISA, (B) a “plan”(as defined in Section 4975(e)(1) of the Code),
that is subject to Section 4975 of the Code, or (C) an entity whose underlying assets include “plan assets” by reason of such
employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R.
2510.3-101, as modified by Section 3(42) of ERISA), and if it is a governmental, church, non-U.S. or other plan that is subject to
any Similar Law or an entity whose underlying assets include assets of any such plan, its acquisition and holding of such Class D
Notes or any interest therein will not constitute a violation of any applicable Similar Laws.
(n) Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a Global Note will
be deemed to have represented and agreed that such transferee is either(A) a QIB and is acquiring such Class A/B/C/D Note for
its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes and not for distribution
in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class A/B/C/D Note and has
such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of
purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not purchasing for the
account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is acquiring such Class
A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S.
Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in
the Class A/B/C/D Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes
shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the
Base Indenture.
Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2021-2 Notes shall be due and payable on the
Legal Final Payment Date.
Section 2.5 Required Series Noteholders. In accordance with Section 2.3 ( Series Supplement for each Series of Notes ) of
the Base Indenture, the Majority Series 2021-2 Noteholders shall be the “Required Series Noteholders” with respect to the Series
2021-2 Notes.
Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest
in the Class A/B/C/D Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture:
(a) Each Series 2021-2 Noteholder (and any Note Owner of any Series 2021-2 Note) will be required to (i)
provide HVF III, the Trustee and their respective agents with any correct, complete and accurate information that may be
required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to comply
with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents deem
necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii) promptly
upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. Each
such holder agrees, or by acquiring such Series 2021-2 Note or an interest in such Series 2021-2 Note will be deemed to agree,
that HVF III may provide such information and any other information regarding its investment in such Series 2021-2 Notes to
the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law. Each Series 2021-
2 Noteholder and Note Owner of any Series 2021-2 Notes also acknowledges that the failure to provide information requested in
connection with FATCA may cause HVF III to withhold on payments to such Series 2021-2 Noteholder (or Note Owner of such
Series 2021-2 Notes) in accordance with applicable law. Any amounts withheld in order to comply with FATCA will not be
grossed up and will be deemed to have been paid in respect of the relevant Series 2021-2 Notes.
(b) HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts otherwise
distributable to any Series 2021-2 Noteholder sufficient funds for the payment of any such tax that, in their respective sole
discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such authorization shall
not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding payment of such tax, if
permitted by law, pending the outcome of such legal proceedings), and to timely remit such amounts to the appropriate taxing
authority. If any Series 2021-2 Noteholder or Note Owner of a Series 2021-2 Note wishes to apply for a refund of any such
withholding tax, HVF III, the Trustee or such other Paying Agent shall reasonably cooperate with such Person in providing
readily available information so long as such Person agrees to reimburse HVF III, the Trustee or such Paying Agent for any out-
of-pocket expenses incurred. Nothing herein shall impose an obligation, nor relieve any obligation imposed under applicable
law, on the part of HVF III, the Trustee or any other Paying Agent to determine the amount of any tax or withholding obligation
on their part or in respect of the Series 2021-2 Notes.
ARTICLE III
INTEREST AND INTEREST RATES
Section 3.1 Interest.
(a) Each Class of Series 2021-2 Notes shall bear interest at the applicable Note Rate for such Class in accordance
with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to such Payment
Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3 (Application of Funds in the
Series 2021-2 Interest Collection Account) are insufficient to pay the Class Interest Amount for any Class for any Payment Date,
payments of such Class Interest Amount to the Noteholders of such Class will be reduced by the amount of such insufficiency
(the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class Deficiency Amount”), and interest shall
accrue on any such Class Deficiency Amount at the applicable Note Rate in accordance with the definition of Class Interest
Amount.
ARTICLE IV
SERIES-SPECIFIC COLLATERAL
Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2021-2 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2021-2
Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired):
(a) each Series 2021-2 Account, including any security entitlement with respect to Financial Assets credited
thereto, all funds, Financial Assets or other assets on deposit in each Series 2021-2 Account from time to time;
(b) all certificates and instruments, if any, representing or evidencing any or all of each Series 2021-2 Account,
the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time;
(c) all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each Series
2021-2 Account, the items in the foregoing clauses (a) and (b) and this clause (c) with respect to such Series 2021-2 Account
are referred to, collectively, as the “Series 2021-2 Account Collateral”);
(d) each Class A/B/C/D Demand Note, including all certificates and instruments, if any, representing or
evidencing each Class A/B/C/D Demand Note; and
(e) all Proceeds of any of the foregoing.
Section 4.2 Series 2021-2 Accounts . With respect to the Series 2021-2 Notes only, the following shall apply:
(a) Establishment of Series 2021-2 Accounts .
(i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2021-2 Noteholders three securities accounts: the Series 2021-2
Principal Collection Account (such account, the “Series 2021-2 Principal Collection Account ”), the Series 2021-2
Interest Collection Account (such account, the “Series 2021-2 Interest Collection Account ”) and the Class A/B/C/D
Reserve Account (such account, the “Class A/B/C/D Reserve Account”).
(ii) On or prior to the date of any drawing under a Class A/B/C/D Letter of Credit pursuant to Section 5.6
(Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) or Section 5.8 (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control
of, the Trustee for the benefit of the Series 2021-2 Noteholders the Class A/B/C/D L/C Cash Collateral Account (the
“Class A/B/C/D L/C Cash Collateral Account”).
(iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2021-2 Noteholders the Series 2021-2 Distribution Account (the
“Series 2021-2 Distribution Account ”, and together with the Series 2021-2 Principal Collection Account, the Series
2021-2 Interest Collection Account, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account, the “Series 2021-2 Accounts”).
(b) Series 2021-2 Account Criteria .
(i) Each Series 2021-2 Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2021-2 Noteholders.
(ii) Each Series 2021-2 Account shall be an Eligible Account. If any Series 2021-2 Account is at any time no
longer an Eligible Account, HVF III shall, within ten (10) Business Days
of an Authorized Officer of HVF III obtaining actual knowledge that such Series 2021-2 Account is no longer an
Eligible Account, establish a new Series 2021-2 Account for such non-qualifying Series 2021-2 Account that is an
Eligible Account, and if a new Series 2021-2 Account is so established, HVF III shall instruct the Trustee in writing to
transfer all cash and investments from such non-qualifying Series 2021-2 Account into such new Series 2021-2 Account.
Initially, each of the Series 2021-2 Accounts will be established with The Bank of New York Mellon.
(c) Administration of the Series 2021-2 Accounts .
(i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2021-2
Account (other than the Series 2021-2 Distribution Account) to invest funds on deposit in such Series 2021-2 Account
from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted
Investments shall be credited to the applicable Series 2021-2 Account; provided, however, that:
A. any such investment in the Class A/B/C/D Reserve 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 Class A/B/C/D Reserve Account); and
B. any such investment in the Series 2021-2 Principal Collection Account, the Series 2021-2 Interest
Collection Account or the Class A/B/C/D L/C Cash Collateral Account shall mature not later than the Business
Day prior to the first Payment Date following the date on which such investment was made, unless in any such
case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment
Date so long as such funds shall be available for withdrawal on such Payment Date.
(ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such
Permitted Investment.
(iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2021-2
Accounts shall remain uninvested.
(d) Earnings from Series 2021-2 Accounts . With respect to each Series 2021-2 Account, all interest and earnings
(net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to Financial
Assets credited to such Series 2021-2 Account shall be deemed to be on deposit therein and available for distribution unless
previously distributed pursuant to the terms hereof.
(e) Termination of Series 2021-2 Accounts .
(i) On or after the date on which the Series 2021-2 Notes are fully paid, the Trustee, acting in accordance with
the written instructions of HVF III, shall withdraw from each Series 2021-2 Account (other than the Class A/B/C/D L/C
Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III.
(ii) Upon the termination of this Series 2021-2 Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series
2021-2 Noteholders and payable from the Class
A/B/C/D L/C Cash Collateral Account as provided herein, shall withdraw from the Class A/B/C/D L/C Cash Collateral
Account all amounts on deposit therein and shall pay such amounts:
A . first, pro rata to the Class A/B/C/D Letter of Credit Providers, to the extent that there are
unreimbursed Class A/B/C/D Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers,
for application in accordance with the provisions of the respective Class A/B/C/D Letters of Credit, and
B . second, to HVF III any remaining amounts. Section 4.3 Trustee as
Securities Intermediary.
(a) With respect to each Series 2021-2 Account, the Trustee or other Person maintaining such Series 2021-2
Account shall be the “securities intermediary” (as defined in Section 8- 102(a)(14) of the New York UCC and a “bank” (as
defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “ Securities Intermediary”) with respect to such
Series 2021-2 Account. If the Securities Intermediary in respect of any Series 2021-2 Account is not the Trustee, HVF III shall
obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 4.3 (Trustee
as Securities Intermediary).
(b) The Securities Intermediary agrees that:
(i) The Series 2021-2 Accounts are accounts to which Financial Assets will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Series 2021-2 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 2021-2 Account be registered in the name of HVF III, payable to the order of HVF
III or specially endorsed to HVF III;
(iii) All property delivered to the Securities Intermediary pursuant to this Series 2021- 2 Supplement and all
Permitted Investments thereof will be promptly credited to the appropriate Series 2021-2 Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series
2021-2 Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing
transfer or redemption of any Financial Asset relating to the Series 2021- 2 Accounts or any instruction with respect to
the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction
without further consent by HVF III or Administrator;
(vi) The Series 2021-2 Accounts shall be governed by the laws of the State of New York, regardless of any
provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities
Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8110 of the New York UCC) and the
Series 2021-2 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State
of New York;
(vii) The Securities Intermediary has not entered into, and until termination of this Series 2021-2 Supplement,
will not enter into, any agreement with any other Person relating to the
Series 2021-2 Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with
Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) of such other Person
and the Securities Intermediary has not entered into, and until the termination of this Series 2021-2 Supplement will not
enter into, any agreement with HVF III purporting to limit or condition the obligation of the Securities Intermediary to
comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth
in Section 4.3(b)(v) (Trustee as Securities Intermediary); and
(viii) Except for the claims and interest of the Trustee and HVF III in the Series 2021-2 Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2021-2 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 2021-2 Account or in any Financial Asset carried therein, the Securities Intermediary will
promptly notify the Trustee, the Administrator and HVF III thereof.
(c) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series
2021-2 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders (within the
meaning of Section 9-104 of the New York UCC) in respect of the Series 2021-2 Accounts.
(d) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2021-2 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1)
of the New York UCC, with respect to any Series 2021-2 Account, the Securities Intermediary may satisfy the duty in Section 8-
504(a) of the New York UCC with respect to any cash credited to such Series 2021-2 Account by crediting such Series 2021-2
Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such
cash.
(e) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2021-2 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2021-2 Account and any credit
balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in
Section 9-102(a)(8) of the New York UCC) if such Series 2021-2 Account is deemed not to constitute a securities account.
Section 4.4 Demand Notes.
the only Person authorized to make a demand for payment on any Class A/B/C/D Demand Note.
(a) Trustee Authorized to Make Demands. The Trustee, for the benefit of the Series 2021-2 Noteholders, shall be
(b) Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by the Trustee
pursuant to Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ), HVF III shall not reduce the
amount of any Class A/B/C/D Demand Note or forgive amounts payable thereunder so that the aggregate undrawn principal
amount of the Class A/B/C/D Demand Notes after such forgiveness or reduction is less than the greater of (i) the Class A/B/C/D
Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50% of the Class
A/B/C/D Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or
forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Demand Notes) or an increase in the
stated amount of any Class A/B/C/D Demand Note, HVF III shall not agree to any amendment of any Class A/B/C/D Demand
Note without first obtaining the prior written consent of the Majority Series 2021-2 Controlling Class.
Section 4.5 Subordination. The Series-Specific 2021-2 Collateral has been pledged to the Trustee to secure the Series
2021-2 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2021-2 Collateral and each Class
A/B/C/D Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2021-2 Notes, and no
Noteholder of any Series of Notes other than the Series 2021-2 Notes will have any right, title or interest in, to or under the
Series-Specific 2021-2 Collateral or any Class A/B/C/D Letter of Credit. For the avoidance of doubt, if it is determined that the
Series 2021-2 Noteholders have any right, title or interest in, to or under the Series-Specific Collateral with respect to any Series
of Notes other than Series 2021-2 Notes, then the Series 2021-2 Noteholders agree that their right, title and interest in, to or
under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to
such other Series of Notes, and in such case, this Series 2021-2 Supplement shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.
Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2021-2
Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the
Series-Specific 2021-2 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2021-2
Collateral now existing or hereafter created.
Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
ARTICLE V
PRIORITY OF PAYMENTS
Section 5.1 [Reserved].
Section 5.2 Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2021-2 Deposit
Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2021-2 Deposit Date, the Trustee shall apply, all
amounts deposited into the Collection Account on such date as follows:
(a) first, withdraw the Series 2021-2 Daily Interest Allocation, if any, for such date from the Collection
Account and deposit such amount in the Series 2021-2 Interest Collection Account; and
Collection Account and deposit such amount into the Series 2021-2 Principal Collection Account.
( b ) second, withdraw the Series 2021-2 Daily Principal Allocation, if any, for such date from the
Section 5.3 Application of Funds in the Series 2021-2 Interest Collection Account . Subject to the Past Due Rental
Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the
Trustee shall apply, all amounts then on deposit in the Series 2021-2 Interest Collection Account (after giving effect to all
deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2021-2 Principal Collection Account ), 5.5 (Class
A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand
Notes)) as follows (and in each case only to the extent of funds available in the Series 2021-2 Interest Collection Account):
Capped Administrator Fee Amount with respect to such Payment Date;
(a) first, to the Series 2021-2 Distribution Account to pay to the Administrator the Series 2021-2
( b ) second, to the Series 2021-2 Distribution Account to pay the Trustee the Series 2021-2 Capped
Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the
continuation of an Amortization Event, at the direction of the Majority Series 2021-2 Noteholders, the Series 2021-2
Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority
Series 2021-2 Noteholders and the Trustee;
( c ) third, to the Series 2021-2 Distribution Account to pay the Persons to whom the Series 2021-2
Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2021- 2 Capped Operating Expense Amounts owing to such Persons on
such Payment Date;
( d ) fourth, to the Series 2021-2 Distribution Account to pay the Class A Noteholders on a pro rata
basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect
to such Payment Date;
(e) fifth, to the Series 2021-2 Distribution Account to pay the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such
Payment Date;
(f) sixth, to the Series 2021-2 Distribution Account to pay the Class C Noteholders on a pro rata basis
(based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such
Payment Date;
( g ) seventh, to the Series 2021-2 Distribution Account to pay the Class D Noteholders on a pro rata
basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect
to such Payment Date;
(h) eighth, if the Class E Notes have been issued as of such date, then to the Series 2021-2 Distribution
Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E
Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date;
(i) ninth, during the Series 2021-2 Revolving Period, other than on any such Payment Date on which a
withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D Reserve Account Withdrawals ), for deposit to the
Class A/B/C/D Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any,
and second, for deposit to the Class E Notes reserve account (if any) in an amount equal to the Class E Notes reserve
account deficiency amount, if any, in each case for such date (calculated after giving effect to any withdrawals from the
Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals));
( j ) tenth, to the Series 2021-2 Distribution Account to pay to the Administrator the Series 2021-2
Excess Administrator Fee Amount with respect to such Payment Date;
Trustee Fee Amount with respect to such Payment Date;
(k) eleventh, to the Series 2021-2 Distribution Account to pay to the Trustee the Series 2021-2 Excess
( l ) twelfth, to the Series 2021-2 Distribution Account to pay the Persons to whom the Series 2021-2
Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2021-2 Excess Operating Expense Amounts owing to such Persons on
such Payment Date;
(m) thirteenth, during the Series 2021-2 Rapid Amortization Period, for deposit into the Series 2021-2
Principal Collection Account up to the amount necessary to pay the Series 2021-2 Notes in full; and
(n) fourteenth, for deposit into the Series 2021-2 Principal Collection Account any remaining amount.
Section 5.4 Application of Funds in the Series 2021-2 Principal Collection Account . Subject to the Past Due Rental
Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF
III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the
Series 2021-2 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5
(Class A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as
follows (and in each case only to the extent of funds available in the Series 2021-2 Principal Collection Account on such date):
Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;
( a ) first, if such date is a Payment Date, then for deposit into the Series 2021- 2 Interest Collection
( b ) second, during the Series 2021-2 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any, for such date (calculated
after giving effect to any withdrawals from the Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) and deposits to the Class A/B/C/D Reserve Account on such date pursuant to Section
5.3 (Application of Funds in the Series 2021-2 Interest Collection Account ));
(c) third, if such date is a Redemption Date with respect to any Class of Series 2021-2 Notes, then for
deposit into the Series 2021-2 Distribution Account to be paid on such date, pro rata, to all Noteholders of such Class to
the extent necessary to pay the Principal Amount of such Class, all accrued Class Interest Amount for such Class through
the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption
Date;
( d ) fourth, if such date is a Payment Date during the Series 2021-2 Controlled Amortization Period,
then for deposit into the Series 2021-2 Distribution Account to be paid on such date (i) first, pro rata, to all Class A
Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class A Notes
on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class
C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes
on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, if the Class E
Notes have been issued, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled
Distribution Amount with respect to the Class E Notes on such Payment Date;
(e) fifth, during the Series 2021-2 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for deposit into the Series
2021-2 Distribution Account to be paid on the Payment Date immediately succeeding such deposit date (a) first, pro
rata, to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, and (ii) if
such date is after a Determination Date and on or
prior to the Payment Date immediately succeeding such Determination Date, then for deposit into the Series 2021-2
Distribution Account to be paid on the second Payment Date immediately succeeding such deposit date (a) first, pro rata,
to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date;
( f ) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be
paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under
the Base Indenture, in each case to the extent that no Potential Amortization Event with respect to the Series 2021-2
Notes exists as of such date or would occur as a result of such application; and
release to HVF III, will remain on deposit in the Series 2021-2 Principal Collection Account.
( g ) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for
Section 5.5 Class A/B/C/D Reserve Account Withdrawals . On each Payment Date, HVF III shall direct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all
amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the
Series 2021-2 Interest Collection Account) and 5.4 (Application of Funds in the Series 2021-2 Principal Collection Account )) in
the Class A/B/C/D Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D
Reserve Account):
(a) first, to the Series 2021-2 Interest Collection Account an amount equal to the excess, if any, of the
Series 2021-2 Payment Date Interest Amount for such Payment Date over the Series 2021-2 Payment Date Available
Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the
Class A/B/C/D Available Reserve Account Amount on such Payment Date, the “ Class A/B/C/D Reserve Account
Interest Withdrawal Shortfall”);
(b) second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment Date,
then to the Series 2021-2 Principal Collection Account an amount equal to such Class A/B/C/D Principal Deficit
Amount; and
( c ) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series
2021-2 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D Reserve Account
pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D Principal Amount in
full on such Legal Final Payment Date, then to the Series 2021-2 Principal Collection Account, an amount equal to such
insufficiency;
provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written direction on such date.
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes.
(a) Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D Letters of Credit. If
HVF III determines on any Payment Date that there exists a Class A/B/C/D Reserve Account Interest Withdrawal Shortfall with
respect to such Payment Date, then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D Letters of Credit,
if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the
Trustee, by 12:00 noon (New York City time) on such Payment Date, shall draw an amount, as set forth in such notice, equal to
the least of (i) such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the Class A/B/C/D Letter of Credit
Liquidity Amount as of such Payment Date and (iii) the Series 2021-2 Lease Interest Payment Deficit for such Payment Date, by
presenting to each Class A/B/C/
D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Credit Demand on the Class A/B/C/D Letters
of Credit; provided, that if the Class A/B/C/D L/C Cash Collateral Account has been established and funded, then the Trustee
shall withdraw from the Class A/B/C/D L/C Cash Collateral Account and deposit into the Series 2021-2 Interest Collection
Account an amount as set forth in such notice equal to the lesser of (1) the Class A/B/C/D L/C Cash Collateral Percentage on
such Payment Date of the least of the amounts described in clauses (i), (ii) and (iii) above and (2) the Class A/B/C/D Available
L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the
Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into
the Series 2021-2 Interest Collection Account on such Payment Date.
(b) Class A/B/C/D Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on Class
A/B/C/D Letters of Credit. If HVF III determines on any Payment Date that there exists a Series 2021-2 Lease Principal
Payment Deficit that exceeds the amount, if any, withdrawn from the Class A/B/C/D Reserve Account pursuant to Section 5.5(b)
(Class A/B/C/D Reserve Account Withdrawals ), then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D
Letters of Credit, if any, in an amount as set forth in such notice equal to the least of:
(i) such excess;
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class
A/B/C/D Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)); and
(iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class
A/B/C/D Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D Reserve Account
pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and (y) on the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2021-2
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-2
Supplement (other than this Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and
Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date
for payment of principal of the Class A/B/C/D Notes.
Upon receipt of a notice by the Trustee from HVF III in respect of a Series 2021-2 Lease Principal Payment Deficit on
or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such
Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B/C/D
Letters of Credit by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D
Certificate of Credit Demand; provided however, that if the Class A/B/C/D L/C Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of
(x) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to
the Trustee by HVF III and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date (after
giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into
the Series 2021-2 Principal Collection Account on such Payment Date.
( c ) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Demand Note. If (A) on any
Determination Date, HVF III determines that the Class A/B/C/D Principal Deficit Amount on the next succeeding Payment Date
(after giving effect to any withdrawals from the Class A/B/C/D Reserve Account on such Payment Date pursuant to Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and any draws on the Class A/B/C/D Letters of Credit on such Payment
Date pursuant to Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) will be greater than zero or
(B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class A/B/C/D Principal
Amount exceeds the amount to be deposited into the Series 2021-2 Distribution Account (together with all amounts to be
deposited therein pursuant to the terms of this
Series 2021-2 Supplement (other than this Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )))
on the Legal Final Payment Date for payment of principal of the Class A/B/C/D Notes, then, prior to 10:00 a.m. (New York City
time) on the second Business Day prior to such Payment Date, HVF III shall instruct the Trustee in writing (and provide the
requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 hereto (each a “Class
A/B/C/D Demand Notice”) on Hertz for payment under the Class A/B/C/D Demand Note in an amount equal to the lesser of (i)
(x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, then the excess, if any,
of such Class A/B/C/D Principal Deficit Amount over the amount to be deposited into the Series 2021-2 Principal Collection
Account in accordance with Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and Section 5.6(b) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) and (y) on the Determination Date related to the Legal Final Payment Date,
the excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2021-2
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-2 Supplement
(other than this Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment
Date for payment of principal of the Class A/B/C/D Notes, and (ii) the principal amount of the Class A/B/C/D Demand Note.
The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver
such Class A/B/C/D Demand Notice to Hertz; provided however, that if 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 sixty (60) consecutive days) with respect to Hertz
shall have occurred and be continuing, the Trustee shall not be required to deliver such Class A/B/C/D Demand Notice to Hertz.
The Trustee shall cause the proceeds of any demand on the Class A/B/C/D Demand Note to be deposited into the Series 2021-2
Principal Collection Account.
(d) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Letters of Credit. If (i) the
Trustee shall have delivered a Class A/B/C/D Demand Notice as provided in Section 5.6(c) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2021-2
Distribution Account the amount specified in such Class A/B/C/D Demand Notice in whole or in part by 12:00 noon (New
York City time) on the Business Day following the making of the Class A/B/C/D Demand Notice, (ii) due to the occurrence of
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a
period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Class A/B/C/D Demand
Notice to Hertz, or (iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D Letters of Credit, if
any, by 12:00 noon (New York City time) on such Business Day in an amount equal to the lesser of:
(i) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, or the amount that the Trustee
failed to demand for payment thereunder or the Preference Amount, as the case may be, and
(ii) the Class A/B/C/D Letter of Credit Amount on such Business Day, in each case by presenting to each Class
A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Unpaid Demand Note
Demand or, in the case of a Preference Amount, a Class A/B/C/D Certificate of Preference Payment Demand; provided
however, that if the Class A/B/C/D L/C Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D
L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii)
immediately above and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Business Day
(after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral
Account into the Series 2021-2 Principal Collection Account on such date.
(e) Draws on the Class A/B/C/D Letters of Credit. If there is more than one Class A/B/C/D Letter of
Credit on the date of any draw on the Class A/B/C/D Letters of Credit pursuant to the terms of this Series 2021-2 Supplement
(other than pursuant to Section 5.8(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account )),
then HVF III shall instruct
the Trustee, in writing, to draw on each Class A/B/C/D Letter of Credit an amount equal to the Pro Rata Share for such Class
A/B/C/D Letter of Credit of such draw on such Class A/B/C/D Letter of Credit.
Section 5.7 Past Due Rental Payments. On each Series 2021-2 Deposit Date, HVF III will direct the Trustee in writing,
prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all
Collections then on deposit representing Series 2021-2 Past Due Rent Payments and deposit such amount into the Series 2021-2
Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2021-2 Interest
Collection Account and apply the Series 2021-2 Past Due Rent Payment in the following order:
(i) if the occurrence of the related Series 2021-2 Lease Payment Deficit resulted in one or more Class A/B/C/D
L/C Credit Disbursements being made under any Class A/B/C/D Letters of Credit, then pay to or at the direction of Hertz
for reimbursement to each Class A/B/C/D Letter of Credit Provider who made such a Class A/B/C/D L/C Credit
Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B/C/D Letter of Credit
Provider’s Class A/B/C/D L/C Credit Disbursement and (y) such Class A/B/C/D Letter of Credit Provider’s pro rata
portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D Letter of Credit Provider’s
Class A/B/C/D L/C Credit Disbursement, of the amount of the Series 2021-2 Past Due Rent Payment;
(ii) if the occurrence of such Series 2021-2 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class A/B/C/D L/C Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2021-2 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D L/C Cash Collateral Account on
account of such Series 2021-2 Lease Payment Deficit;
(iii) if the occurrence of such Series 2021-2 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then
deposit in the Class A/B/C/D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2021-2 Past
Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D
Reserve Account Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2021-2 Principal Collection Account. Section 5.8 Class
A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account.
(a) Class A/B/C/D Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen
(16) Business Days prior to the then scheduled Class A/B/C/D Letter of Credit Expiration Date with respect to any Class
A/B/C/D Letter of Credit, excluding such Class A/B/C/D Letter of Credit from each calculation in clauses (i) through (iii)
immediately below but taking into account any substitute Class A/B/C/D Letter of Credit that has been obtained from a Class
A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date:
(i) the Series 2021-2 Asset Amount would be less than the Series 2021-2 Adjusted Asset Coverage Threshold
Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date);
(ii) the Class A/B/C/D Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from,
the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date); or
(iii) the Class A/B/C/D Letter of Credit Liquidity Amount would be less than the Class A/B/C/D Demand
Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the
Class A/B/C/D L/C Cash Collateral Account on such date);
then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D Letter of Credit
Expiration Date of:
A. the greatest of:
(i) the excess, if any, of the Series 2021-2 Adjusted Asset Coverage Threshold Amount over
the Series 2021-2 Asset Amount, in each case as of such date (after giving effect to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date);
(ii) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the
Class A/B/C/D Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect
to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date); and
(iii) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all
deposits to, and withdrawals from, the Class A/B/C/D L/C Cash Collateral Account on such date);
provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such
date, excluding from such calculation of each amount contained therein such Class A/B/C/D Letter of
Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained
from a Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
B. the amount available to be drawn on such expiring Class A/B/C/D 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 noon (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 noon (New York City time) on the next following Business Day), draw the lesser of the
amounts set forth in clauses (A) and (B) above on such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a
Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursements to be
deposited into the Class A/B/C/D L/C Cash Collateral Account. If the Trustee does not receive either notice from HVF III
described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D Letter of Credit
Expiration Date, then the Trustee, by 12:00 noon (New York City time) on such Business Day, shall draw the full amount of
such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand
and shall cause the Class A/B/C/D L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D L/C Cash
Collateral Account.
(b) Class A/B/C/D Letter of Credit Provider Downgrades . HVF III shall notify the Trustee in writing
within one (1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any
Class A/B/C/D Letter of Credit Provider has been downgraded such that such Class A/B/C/D Letter of Credit Provider would
fail to qualify as a Class A/B/C/D Eligible Letter of Credit Provider were such Class A/B/C/D Letter of Credit Provider to
issue a Class A/B/C/D Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D Letter of
Credit Provider, a “Class A/B/C/D Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D
Downgrade Event with respect to any Class A/B/C/D Letter of Credit Provider, or, if such date is not a Business Day, the next
succeeding Business Day, HVF III shall notify the Trustee in writing (the “ Class A/B/C/D Downgrade Withdrawal Amount
Notice”) on such date of (i) the greatest of (A) the excess, if any, of the Series 2021-2 Adjusted Asset Coverage Threshold
Amount over the Series 2021-2 Asset Amount, (B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement
Amount over the Class A/B/C/D Adjusted Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D
Demand Note Payment Amount over the Class A/B/C/D Letter of Credit Liquidity Amount, in the case of each of clauses (A)
through (C) above, as of such date and excluding from the calculation of each amount referenced in such clauses such Class
A/B/C/D Letter of Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained from a
Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and (ii) the amount available to be
drawn on such Class A/B/C/D Letter of Credit on such date (the lesser of such (i) and (ii), the “Class A/B/C/D Downgrade
Withdrawal Amount”). Upon receipt by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day of a
Class A/B/C/D Downgrade Withdrawal Amount Notice, the Trustee, by 12:00 noon (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 noon (New York City
time) on the next following Business Day), shall draw on the Class A/B/C/D Letters of Credit issued by such Class A/B/C/D
Letter of Credit Provider in an amount (in the aggregate) equal to the Class A/B/C/D Downgrade Withdrawal Amount
specified in such notice by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand and shall
cause the Class A/B/C/D L/C Termination Disbursement to be deposited into a Class A/B/C/D L/C Cash Collateral Account.
(c) Reductions in Stated Amounts of the Class A/B/C/D Letters of Credit . If the Trustee receives a
written notice from HVF III, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any
Class A/B/C/D Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the
Class A/B/C/D Letter of Credit Provider who issued such Class A/B/C/D Letter of Credit a Class A/B/C/D Notice of
Reduction requesting a reduction in the stated amount of such Class A/B/C/D Letter of Credit in the amount requested in such
notice effective on the date set forth in such notice; provided, that on such effective date, immediately after giving effect to the
requested reduction in the stated amount of such Class A/B/C/D Letter of Credit, (i) the Class A/B/C/D Adjusted Liquid
Enhancement Amount will equal or exceed the Class A/B/C/D Required Liquid Enhancement Amount, (ii) the Class A/B/C/D
Letter of Credit Liquidity Amount will equal or exceed the Class A/B/C/D Demand Note Payment Amount and (iii) no
Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction.
(d) Class A/B/C/D L/C Cash Collateral Account Surpluses and Class A/B/C/D Reserve Account
Surpluses.
(i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the
written instructions of HVF III, shall, withdraw from the Class A/B/C/D Reserve Account an amount equal to the Class
A/B/C/D Reserve Account Surplus, if any, and pay such Class A/B/C/D Reserve Account Surplus to HVF III.
(ii) On each Payment Date on which there is a Class A/B/C/D L/C Cash Collateral Account Surplus, HVF III
may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to
the limitations set forth in this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account), withdraw the amount specified by HVF III from the Class A/B/C/D L/C Cash Collateral Account specified by
HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D L/C Cash
Collateral Account shall be limited to the least of (a) the Class A/B/C/D Available L/C Cash Collateral Account Amount
on such Payment Date, (b) the Class A/B/C/D L/C Cash Collateral Account Surplus on such Payment Date and (c) the
excess, if any, of the Class A/B/C/D Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D
Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D L/C Cash
Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash
Collateral Account) shall be paid:
first, to the Class A/B/C/D Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D
Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers in respect of the Class A/B/C/D
Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D Letters of
Credit, and
second, to HVF III, any remaining amounts.
Section 5.9 Certain Instructions to the Trustee.
( a ) If on any date the Class A/B/C/D Principal Deficit Amount is greater than zero or HVF III
determines that there exists a Series 2021-2 Lease Principal Payment Deficit, then HVF III shall promptly provide written
notice thereof to the Trustee.
(b) On or before 10:00 a.m. (New York City time) on each Payment Date, HVF III shall notify the
Trustee of the amount of any Series 2021-2 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto
(each a “Lease Payment Deficit Notice”).
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment . If HVF III fails to give notice or
instructions to make any payment from or deposit into the Collection Account or any Series 2021-2 Account required to be given
by HVF III, at the time specified herein or in any other Series 2021-2 Related Document (including applicable grace periods),
the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2021-2 Account without such
notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, 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 Series 2021-2 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall
deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to
give instructions to draw on any Class A/B/C/D Letters of Credit with respect to a Class of Series 2021-2 Notes required to be
given by HVF III, at the time specified in this Series 2021-2 Supplement, the Trustee shall draw on such Class A/B/C/D Letters
of Credit with respect to such Class of Series 2021-2 Notes without such instruction from HVF III; provided, that HVF III, upon
request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such
Class A/B/C/D Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS
Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and
warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties):
(a) HVF III. HVF III represents and warrants that each of its representations and warranties in the
Series 2021-2 Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be true and correct as of such earlier date) and further represents and
warrants, in each case for the benefit of the Trustee and the Series 2021-2 Noteholders, that:
(i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2021-2
Notes, is continuing; and
(ii) on the Series 2021-2 Closing Date, HVF III has furnished to the Trustee copies of all Series 2021-2
Related Documents to which it is a party as of the Series 2021-2 Closing Date, all of which are in full force and effect as
of the Series 2021-2 Closing Date.
(b) Administrator. The Administrator represents and warrants that each representation and warranty
made by it in each Series 2021-2 Related Document, is true and correct in all material respects as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such
earlier date).
Section 6.2 Covenants. Each of HVF III and the Administrator each severally covenants and agrees that, until the
Series 2021-2 Notes have been paid in full, it will:
negative) and obligations under each Series 2021-2 Related Document to which it is a party.
(a) Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and
(b) Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2021-2 Notes to be
(x) 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) or (y) loaned to others for the purpose of purchasing or carrying any margin stock or (ii) amounts owed with respect
to the Series 2021-2 Notes to be secured, directly or indirectly, by any margin stock.
(c) Series 2021-2 Third-Party Market Value Procedures . Comply with the Series 2021-2 Third-Party
Market Value Procedures in all material respects.
(d) __[Reserved].
(e) Noteholder Statement AUP. On or prior to the Payment Date occurring in February 2022 and in
July of each subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent
consultants (which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report
addressed to the Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents
and records relating to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported
upon by such firm of independent certified public accountants or independent consultants shall be those determined by the
Administrator in its sole and absolute discretion.
furnished to each Series 2021-2 Noteholder:
(f) Financial Statements and Other Reporting . Solely with respect to HVF III, furnish or cause to be
(i) commencing on the Series 2021-2 Closing Date, within 120 days after the end of each of Hertz’s fiscal
years, copies of the Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements contained in such an
Annual Report if Hertz were a reporting company, including consolidated financial statements consisting of a balance
sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’
equity and cash flows of Hertz 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 Hertz; and
(ii) commencing on the Series 2021-2 Closing Date, within sixty (60) days after the end of each of the first
three quarters of each of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC
or, if Hertz is not a reporting company, information equivalent to that which would be required to be included in the
financial statements contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such
quarter and statements of income, stockholders’ equity and cash flows of Hertz 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 Hertz as having been prepared in accordance with GAAP.
The financial data that shall be delivered to the Series 2021-2 Noteholders pursuant to the foregoing paragraphs (i) and
(ii) shall be prepared in conformity with GAAP.
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), 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 such Hertz’s accountants not being “independent” (as defined pursuant to the
Exchange Act and the rules and regulations of the SEC thereunder), HVF III, in lieu of furnishing or causing to be furnished the
information, documents and reports so required to be furnished, may 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 HVF III shall in any event be required to furnish or cause to be
furnished 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
Article VI (Representations and Warranties; Covenants; Closing Conditions ).
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), HVF III’s obligations to furnish or cause to be furnished any documents, reports, notices or other information
pursuant to this Article VI (Representations and Warranties; Covenants; Closing Conditions ) shall be deemed satisfied with
respect to such documents, reports, notices or other information upon (i) the same (or hyperlinks to the same) having been
posted on Hertz’s website (or such other website address as HVF III may specify by written notice to the Trustee from time to
time) or (ii) the same (or hyperlinks to same) having been posted on Hertz’s behalf on an internet or intranet website to which
the Series 2021-2 Noteholders have access (whether a commercial, government (including, without limitation, EDGAR) or third-
party website or whether sponsored by or on behalf of the Series 2021-2 Noteholders). With respect to any documents, reports,
notices or other information electronically furnished in accordance with the preceding sentence, such documents, reports, notices
or other information shall be deemed furnished on the date posted in accordance with clause (i) or (ii), as the case may be, of the
preceding sentence.
Section 6.3 Closing Conditions. The effectiveness of this Series 2021-2 Supplement is subject to the conditions
precedent set forth in Section 2.3 (Series Supplement for each Series of Notes ) of the Base Indenture.
Section 6.4 Further Assurances.
(a) HVF III shall do such further acts and things, and execute and deliver to the Trustee such
additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of
the Trustee in the Series-Specific 2021-2 Collateral on behalf of the Series 2021-2 Noteholders as a perfected security interest
subject to no prior Liens (other than Series 2021-2 Permitted Liens) and to carry into effect the purposes of this Series 2021-2
Supplement or the other Series 2021-2 Related Documents or to better assure and confirm unto the Trustee or the Series 2021-
2 Noteholders their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements,
continuation statements and amendments thereto necessary to achieve the foregoing. If HVF III fails to perform any of its
agreements or obligations under this Section 6.4(a) (Further Assurances), the Trustee shall, at the direction of the Majority
Series 2021-2 Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in
connection therewith shall be payable by HVF III upon the Trustee’s demand therefor. The Trustee is hereby authorized to
execute and file any financing statements, continuation statements or other instruments necessary or appropriate to perfect or
maintain the perfection of the Trustee’s security interest in the Series-Specific 2021-2 Collateral.
(b) Unless otherwise specified in this Series 2021-2 Supplement, if any amount payable under or in
connection with any of the Series-Specific 2021-2 Collateral shall be or become evidenced by any promissory note, chattel
paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged
and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has
been perfected, be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
(c) HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific
2021-2 Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series
2021-2 Noteholders, against the claims and demands of all Persons whomsoever.
(d) On or before March 31 of each calendar year, commencing with March 31, 2023, HVF III shall
furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Series 2021-2 Supplement, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing of any financing statements, continuation
statements and amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this
Series 2021-2 Supplement in the Series-Specific 2021-2 Collateral and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion
of Counsel shall also describe the recording, filing, re- recording and refiling of this Series 2021-2 Supplement, any indentures
supplemental hereto and any other requisite documents and the execution and filing of any financing statements, continuation
statements and amendments thereto that will, in the opinion of such counsel,
be required to maintain the perfection of the lien and security interest of this Series 2021-2 Supplement in the Series-Specific
2021- 2 Collateral until March 31 in the following calendar year.
ARTICLE VII
AMORTIZATION EVENTS
Section 7.1 Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2021-2 Notes is not paid in full on or prior to the
Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt,
other than principal) payable in respect of, the Series 2021-2 Notes when due and payable and such default continues for a
period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5)
consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5)
consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date
or any Series 2021-2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the
definition of Series 2021-2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or
discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien
(other than any Lien described in clause (iii) of the definition of Series 2021-2
Permitted Liens) or (ii) other than as a result of a Series 2021-2 Permitted Lien, the Trustee fails to have a valid and perfected
first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts
in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid
Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class
A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C
Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause
(iii) of the definition of Series 2021-2 Permitted Liens) or (ii) other than as a result of a Series 2021-2 Permitted Lien, the
Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account
Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during
such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C
Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2021-2 Permitted Lien, the Trustee shall for any reason cease to
have a valid and perfected first priority security interest in the Series 2021-2 Collateral (other than the Class A/B/C/D Reserve
Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or
HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30)
consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal
Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for
failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other
than a Series 2021-2
Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive
days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2021-2 Related Documents or any material portion thereof shall cease, for any
reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof
or as otherwise expressly permitted in the Series 2021-2 Related Documents) or Hertz, any Lessee or HVF III shall so assert
any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business
Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application
of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any
capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series
2021-2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2021-2 Related
Document and the failure to so comply materially and adversely affects the interests of the Series 2021-2 Noteholders and
continues to materially and adversely affect the interests of the Series 2021-2 Noteholders for a period of thirty (30)
consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof
or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by
the Trustee or to HVF III and the Trustee by the Majority Series 2021-2 Controlling Class; or
(m) any representation made by HVF III in any Series 2021-2 Related Document is false and such
false representation materially and adversely affects the interests of the Series 2021-2 Noteholders and the event or condition
that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the
date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is
given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2021-2 Controlling Class.
Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with
respect to the Series 2021-2 Notes will immediately occur without any notice or other action on the part of the Trustee or
any Series 2021-2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is
continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2021-2 Controlling Class may,
by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2021-2
Notes has occurred as of the date of the notice.
An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2021-2 Notes
described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority
Series 2021-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with
respect to the Series 2021-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the
written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders
holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C
Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential
Amortization Event.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-2 Notes, if the
event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure,
waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every
purpose under the Series 2021-2 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base
Indenture applicable to all Series of Notes.
ARTICLE VIII
SUBORDINATION OF NOTES
Section 8.1 Subordination of Class B Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-2 Principal Collection Account ), no payments on account
of interest with respect to the Class B Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all Class A
Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts) have been paid in full, and during the Series
2021-2 Controlled Amortization Period no payments of principal of Class B Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes has been paid in full and during the Series 2021-2 Rapid
Amortization Period, no payments of principal of the Class B Notes will be made unless and until the aggregate outstanding
principal amount of the Class A Notes has been paid in full.
Section 8.2 Subordination of Class C Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-2 Principal Collection Account ), no payments on account
of interest with respect to the Class C Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes and the Class B Notes on such Payment Date (including, without limitation, all
accrued interest, all Class A Deficiency Amounts and all Class B Deficiency Amounts and all interest accrued on such Class A
Deficiency Amounts and Class B Deficiency Amounts) have been paid in full, and during the Series 2021- 2 Controlled
Amortization Period, no payments of principal with respect to the Class C Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes and Class B Notes have been paid in full and during the Series
2021-2 Rapid Amortization Period, no payments of principal of Class C Notes will be made unless and until the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes has been paid in full.
Section 8.3 Subordination of Class D Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-2 Principal Collection Account ), no payments on account
of interest with respect to the Class D Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date (including, without
limitation, all accrued interest, all Class A Deficiency Amounts, Class B Deficiency Amounts and all Class C Deficiency
Amounts and all interest accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts and Class C Deficiency
Amounts) have been paid in full, and during the Series 2021-2 Controlled Amortization Period no payments of principal of Class
D Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes, Class B Notes
and Class C Notes have been paid in full and during the Series 2021-2 Rapid Amortization Period, no payments of principal of
the Class D Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes, Class B Notes
and Class C Notes has been paid in full.
Section 8.4 Subordination of Class E Notes. Subject to Sections 5.3 (Application of Funds in the Series 2021-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2021-2 Principal Collection Account ), no payments on account
of interest with respect to the Class E Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts, all Class B Deficiency Amounts, all Class C
Deficiency Amounts and all Class D Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts, Class B
Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts) have been paid in full; provided, that if
any irrevocable letters of credit and/or reserve accounts are issued and/or established solely for the benefit of the Class E
Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment
Date notwithstanding that interest may not be paid in full on the Class A Notes, the Class B Notes, the Class C Notes and/or the
Class D Notes on such Payment Date, and no payments on account of principal with respect to the Class E Notes shall be made
on any Payment Date until all
Class Controlled Distribution Amounts payable and all payments of principal then due and payable with respect to the Class A
Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date has been paid in full.
Section 8.5 When Distribution Must be Paid Over. In the event that any Series 2021-2 Noteholder (or Series 2021-2
Note Owner) receives any payment of any principal, interest or other amounts with respect to the Series 2021-2 Notes at a time
when such Series 2021-2 Noteholder (or Series 2021-2 Note Owner, as the case may be) has actual knowledge that such
payment is prohibited by the preceding sections of this Article VIII (Subordination of Notes ), such payment shall be held by
such Series 2021-2 Noteholder (or Series 2021-2 Note Owner, as the case may be) in trust for the benefit of, and shall be paid
forthwith over and delivered to, the Trustee for application consistent with the preceding sections of this Article VIII
(Subordination of Notes).
ARTICLE IX
GENERAL
Section 9.1 Optional Redemption of the Series 2021-2 Notes.
(a) On any Business Day prior to the Expected Final Payment Date, HVF III may, at its option,
redeem any Class of Class A/B/C/D Notes (such date, with respect to such Class of Notes, the “Redemption Date”), in whole
but not in part, at a redemption price equal to 100% of the outstanding Principal Amount thereof plus any Make-Whole
Premium (including accrued and unpaid Class Interest Amount with respect to such Class through such Redemption Date
based upon the number of days of unpaid interest divided by 360) due with respect to such Class as of such Redemption Date,
each of which amounts shall be payable in accordance with Section 5.4 (Application of Funds in the Series 2021-2 Principal
Collection Account); provided that no Class of Class A/B/C/D Notes may be redeemed pursuant to the foregoing if any Senior
Class of Series 2021-2 Notes with respect to such Class of Series 2021-2 Notes would remain outstanding immediately after
giving effect to such redemption.
(b) If HVF III elects to redeem any Class of Series 2021-2 Notes pursuant to Sections 9.1(a) (Optional
Redemption of the Series 2021-2 Notes), then HVF III shall notify the Trustee in writing at least seven (7) days prior to the
intended date of redemption of (i) such intended date of redemption (which may be an estimated date, confirmed to the Series
2021-2 Noteholders no later than three (3) Business Days prior to the date of redemption), and (ii) the applicable Class of
Series 2021-2 Notes subject to redemption and the CUSIP number with respect to such Class. Upon receipt of a notice of
redemption from HVF III, the Trustee shall give notice of such redemption to the Series 2021-2 Noteholders of the Class of
Series 2021-2 Notes to be redeemed. Such notice by the Trustee shall be given not less than three (3) days prior to the
intended date of redemption.
Section 9.2 Information.
(a) On or before 12:00 p.m. eastern standard time of the fourth Business Day prior to each Payment
Date (unless otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’ Statement with
respect to the Series 2021-2 Notes setting forth the information set forth on Schedule II (Monthly Noteholders’ Statement
Information) hereto (including reasonable detail of the materially constituent terms thereof, as determined by HVF III) in any
reasonable format.
(b) Upon any amendment to any of the Series 2021-2 Related Documents, HVF III shall, not more
than five (5) Business Days thereafter, provide the amended version of such Series 2021- 2 Related Document to the Trustee,
nd
and the Trustee shall furnish a copy of such amended Series 2021-2 Related Document no later than the second (2 )
succeeding Business Day following such receipt by the Trustee, which obligation to furnish shall be deemed satisfied upon the
Trustee’s posting, or causing to be posted, such amended Series 2021-2 Related Document to the website specified in clause
(a) above (or any successor or replacement website, in accordance with such clause (a)).
Section 9.3 Confidentiality. The Trustee and each Series 2021-2 Note Owner agrees, by its acceptance and holding of a
beneficial interest in a Series 2021-2 Note, that it shall not disclose any Confidential Information to any Person without the prior
written consent of HVF III, which such consent must be evident in a writing signed by an Authorized Officer of HVF III, other
than (a) such person’s
directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold
confidential the Confidential Information; (b) such person’s financial advisors and other professional advisors who agree to hold
confidential the Confidential Information; (c) any other Series 2021-2 Note Owner; (d) any person of the type that would be, to
such person’s knowledge, permitted to acquire an interest in the Series 2021-2 Notes in accordance with the requirements of this
Series 2021-2 Supplement to which such person sells or offers to sell any such interest in the Series 2021-2 Notes or any part
thereof and that agrees to hold confidential the Confidential Information in accordance with this Series 2021-2 Supplement; (e)
any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person; (f) the National
Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency that requires
access to information about the investment portfolio or such person; (g) any reinsurers or liquidity or credit providers that agree
to hold confidential the Confidential Information; (h) any other person with the consent of HVF III; or (i) any other person to
which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation,
statute or order applicable to such person, (B) in response to any subpoena or other legal process upon prior notice to HVF III
(unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any litigation to which
such person is a party upon prior notice to HVF III (unless prohibited by applicable law or other requirement having the force of
law) or (D) if an Amortization Event with respect to the Series 2021-2 Notes has occurred and is continuing, to the extent such
person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under the Series 2021-2 Notes, this Series 2021-2 Supplement or any other document
relating to the Series 2021-2 Notes.
Section 9.4 Ratification of Base Indenture. As supplemented by this Series 2021-2 Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by this Series 2021-2 Supplement shall be read,
taken, and construed as one and the same instrument (except as otherwise specified herein).
Section 9.5 Notice to the Rating Agencies. The Trustee shall provide to each Rating Agency a copy of each notice to the
Series 2021-2 Noteholders delivered to the Trustee pursuant to this Series 2021- 2 Supplement or any other Related Document.
The Trustee shall provide notice to each Rating Agency of any consent by the Series 2021-2 Noteholders to the waiver of the
occurrence of any Amortization Event with respect to the Series 2021-2 Notes. HVF III will provide each Rating Agency rating
the Series 2021- 2 Notes with a copy of any operative Manufacturer Program upon written request by such Rating Agency.
Section 9.6 Third Party Beneficiary. Nothing in this Series 2021-2 Supplement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their successors and assigns expressly permitted herein) any legal or
equitable right, remedy or claim under or by reason of this Series 2021-2 Supplement.
Section 9.7 Execution in Counterparts; Electronic Execution . This Series 2021-2 Supplement may be executed in any
number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or
DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart signature page of this Series 2021-2 Supplement by
facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Series
2021-2 Supplement and shall have the same legal validity and enforceability as a manually executed signature to the fullest
extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an
authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.
Section 9.8 Governing Law. THIS SERIES 2021-2 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR
RELATING TO THIS SERIES 2021-2 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAW.
Section 9.9 Amendments. This Series 2021-2 Supplement may be amended or modified, and any provision may be
waived, in accordance with the following paragraphs of this Section 9.9 (Amendments):
(a) Without the Consent of the Series 2021-2 Noteholders . Without the consent of any Series 2021-2
Noteholder, HVF III and the Trustee, at any time and from time to time, may enter into one or more amendments,
modifications or waivers, in form satisfactory to the Trustee, for any of the following purposes:
(i) to add to the covenants of HVF III for the benefit of any Series 2021-2 Noteholder or to surrender
any right or power herein conferred upon HVF III (provided, however, that HVF III shall not pursuant to this Section 9.9(a)(i)
(Without Consent of the Noteholders) surrender any right or power it has under any Related Document other than to the Trustee
or the Series 2021-2 Noteholders);
contained in any Series Supplement or in any Notes issued thereunder;
(ii) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision
Series 2021-2 Notes;
(iii) to provide for uncertificated Series 2021-2 Notes in addition to certificated
(iv) to add to or change any of the provisions of this Series 2021-2 Supplement
to such extent as shall be necessary to permit or facilitate the issuance of Series 2021-2 Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(v) to conform this Series 2021-2 Supplement to the terms of the offering document(s) for the Series
2021-2 Notes;
(vi) to correct or supplement any provision in this Series 2021-2 Supplement which may be
inconsistent with any other provision herein or in the Base Indenture or to make any other provisions with respect to matters or
questions arising under this Series 2021-2 Supplement or in the Base Indenture;
the Series Collateral; and
(vii) to evidence and provide for the addition of medium-duty trucks in the Indenture Collateral and/or
(viii) to effect any other amendment that does not materially adversely affect the interests of the Series
2021-2 Noteholders;
provided, however, that (i) as evidenced by an Officer’s Certificate of HVF III, such action shall not materially adversely affect
the interests of the Series 2021-2 Noteholders, (ii) any amendment or modification shall not be effective until the Series 2021-2
Rating Agency Condition has been satisfied with respect to such amendment or modification (unless 100% of the Series 2021-2
Noteholders have consented thereto) and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution.
(b) With the Consent of the Majority Series 2021-2 Noteholders . Except as provided in Section 9.9(a)
(Amendments) or Section 9.9(c) (Amendments), this Series 2021-2 Supplement may from time to time be amended, modified
or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF III, the Trustee
and the Majority Series 2021-2 Noteholders, (ii) in the case of an amendment or modification, the Series 2021-2 Rating
Agency Condition is satisfied (unless otherwise consented to in writing by 100% of the Series 2021-2 Noteholders) with
respect to such amendment or modification and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution; provided that the consent of any Series 2021-2 Noteholder shall not be required to
provide for the issuance of any Class E Notes in accordance with Section 9.18 (Issuance of Class E Notes), subject to the
satisfaction of the Series 2021-2 Rating Agency Condition with respect to such amendment or modification;
Sections 9.9(a) and (b) (Amendments), without the consent of 100% of
(c) With the Consent of 100% of the Series 2021-2 Noteholders. Notwithstanding the foregoing
the Series 2021-2 Noteholders affected by such amendment, modification or waiver and upon notice to DBRS, no amendment,
modification or waiver (other than any waiver effected pursuant to Section 7.1 (Amortization Events) shall:
(i) amend or modify the definition of “Majority Series 2021-2 Noteholders” or Section 2.5 (Required Series
Noteholders) in this Series 2021-2 Supplement or otherwise reduce the percentage of Series 2021-2 Noteholders whose
consent is required to take any particular action hereunder;
(ii) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Series 2021-2 Note (or reduce the principal amount of or rate of interest on any Series 2021-2 Note or
otherwise change the manner in which interest is calculated); or
(iii) amend or modify Section 2.1(a) (Initial Issuance on the Series 2021-2 Closing Date ) , Section 4.1
(Granting Clause), Section 5.3 (Application of Funds in the Series 2021-2 Interest Collection Account ) , Section 5.4
(Application of Funds in the Series 2021-2 Principal Collection Account), Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals), Section 7.1 (Amortization Events) (other than pursuant to any waiver effected pursuant to Section 7.1
(Amortization Events) of this Series 2021-2 Supplement), Section 9.9(a), (b) or (c) (Amendments) or Section 9.19
(Trustee Obligations under the Retention Requirements ), or otherwise amend or modify any provision relating to the
amendment or modification of this Series 2021-2 Supplement or that pursuant to the Series 2021-2 Related Documents
expressly requires the consent of 100% of the Series 2021-2 Noteholders or each Series 2021-2 Noteholder affected by
such amendment or modification;
( d ) Series 2021-2 Supplemental Indentures. Each amendment or other modification to this Series
2021-2 Supplement shall be set forth in a Series 2021-2 Supplemental Indenture. The initial effectiveness of each Series 2021-
2 Supplemental Indenture shall be subject to the delivery to the Trustee of an Opinion of Counsel (which may be based on an
Officer’s Certificate) that such Series 2021-2 Supplemental Indenture is authorized or permitted by this Series 2021-2
Supplement.
(e) The Trustee to Sign Amendments, etc. The Trustee shall sign any Series 2021- 2 Supplemental
Indenture authorized or permitted pursuant to this Section 9.9 (Amendments) if such Series 2021-2 Supplemental Indenture
does not adversely affect the rights, duties, liabilities or immunities of the Trustee, and if such Series 2021-2 Supplemental
Indenture does adversely affect the rights, duties, liabilities or immunities of the Trustee, then the Trustee may, but need not,
sign it. In signing such Series 2021-2 Supplemental Indenture, the Trustee shall be entitled to receive, if requested, and,
subject to Section 7.2 (Limited Liability Company and Governmental Authorization ) of the Base Indenture, shall be fully
protected in relying upon, an Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s
Certificate) as conclusive evidence that such Series 2021-2 Supplemental Indenture is authorized or permitted by this Section
9.9 (Amendments) and that all conditions precedent specified in this Section 9.9 (Amendments) have been satisfied, and that it
will be valid and binding upon HVF III in accordance with its terms.
Section 9.10 Administrator to Act on Behalf of HVF III . Pursuant to the Administration Agreement, the Administrator
has agreed to provide certain services to HVF III and to take certain actions on behalf of HVF III, including performing or
otherwise satisfying any action, determination, calculation, direction, instruction, notice, delivery or other performance
obligation, in each case, permitted or required by HVF III pursuant to this Series 2021-2 Supplement. Each Noteholder by its
acceptance of a Note and the Trustee by its execution hereof, hereby consents to the provision of such services and the taking of
such action by the Administrator in lieu of HVF III and hereby agrees that HVF III’s obligations hereunder with respect to any
such services performed or action taken shall be deemed satisfied to the extent performed or taken by the Administrator and to
the extent so performed or taken by the Administrator shall be deemed for all purposes hereunder to have been so performed or
taken by HVF III; provided, that for the avoidance of doubt, none of the foregoing shall create any payment obligation of the
Administrator or relieve HVF III of any payment obligation hereunder; provided, further, that if an Amortization Event with
respect to the Series 2021-2 Notes has occurred and is continuing or if a Limited Liquidation Event of Default has occurred and
the Administrator has failed to take any action on behalf of HVF III that HVF III is required to take pursuant to the this Series
2021-2
Supplement, all or any determinations, calculations, directions, instructions, notices, deliveries or other actions required to be
effected by HVF III or the Administrator hereunder may be effected or directed by the Majority Series 2021-2 Noteholders or
any appointed agent or representative thereof, and HVF III shall, and shall cause the Administrator to, provide reasonable
assistance in furtherance of the foregoing, and the Trustee shall follow any such direction as if delivered by the Administrator or
by the Administrator on behalf of HVF III, in each case to the extent such direction is consistent with this Series 2021-2
Supplement and the Related Documents.
Section 9.11 Successors. All agreements of HVF III in this Series 2021-2 Supplement and with respect to the Series
2021-2 Notes shall bind its successor; provided, however, except as provided in Section 9.9 (Amendments), HVF III may not
assign its obligations or rights under this Series 2021-2 Supplement or any Series 2021-2 Note. All agreements of the Trustee in
this Series 2021-2 Supplement shall bind its successor.
Section 9.12 Termination of Series Supplement . This Series 2021-2 Supplement shall cease to be of further effect when
(i) all Outstanding Series 2021-2 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2021-2 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF III has paid all sums
payable hereunder, and (iii) the Class A/B/C/D Demand Note Payment Amount is equal to zero or the Class A/B/C/D Letter of
Credit Liquidity Amount is equal to zero.
Section 9.13 Electronic Execution. This Series 2021-2 Supplement may be transmitted and/or signed in accordance with
Section 9.7 (Execution in Counterparts, Electronic Execution) hereto.
Section 9.14 Additional UCC Representations. Without limiting any other representation or warranty given by HVF III
in the Base Indenture, HVF III hereby makes the representations and warranties set forth below in this Section 9.14 (Additional
UCC Representations) for the benefit of the Trustee and the Series 2021-2 Noteholders, in each case, as of the date hereof.
(a) General.
(i) The Series 2021-2 Supplement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Class A/B/C/D Demand Note and all of its proceeds (the “Series Collateral”) in favor of the Trustee for
the benefit of the Series 2021-2 Noteholders and in the case of each of clause (a) and (b) is prior to all other Liens on such
Indenture Collateral and Series Collateral, as applicable, except for Series 2021-2 Permitted Liens, respectively, and is
enforceable as such against creditors and purchasers from HVF III.
(ii) HVF III owns and has good and marketable title to the Indenture Collateral and the Series
Collateral free and clear of any lien, claim, or encumbrance of any Person, except for Series 2021-2 Permitted Liens,
respectively.
( b ) Characterization. The Class A/B/C/D Demand Note constitutes an “instrument” within the
meaning of the applicable UCC and (b) all Manufacturer Receivables constitute “accounts” or “general intangibles” within the
meaning of the applicable UCC.
(c) Perfection by Filing. HVF III has caused or will have caused, within ten (10) days after the Series
2021-2 Closing Date, 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 any accounts and general intangibles included in
the Series Collateral granted to the Trustee.
evidence the Class A/B/C/D Demand Note have been delivered to the Trustee.
(d) Perfection by Possession. All original copies of the Class A/B/C/D Demand Note that constitute or
(e) Priority.
(i) Other than the security interest granted to the Trustee pursuant to the Series 2021-2 Supplement,
HVF III has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Series Collateral.
HVF III has not authorized the filing of and is not aware of any financing statements against HVF III that include a description
of collateral covering the Series Collateral, other than any financing statement relating to the security interests granted to the
Trustee, as secured party under the Series 2021-2 Supplement, respectively, or that has been terminated. HVF III is not aware of
any judgment or tax lien filings against HVF III.
been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
(ii) The Class A/B/C/D Demand Note does not contain any marks or notations indicating that it has
Section 9.15 Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 13.1
(Notices) of the Base Indenture, and (ii) in the case of the Administrator, unless otherwise specified by the Administrator by
notice to the respective parties hereto, in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), e-mail, facsimile or overnight air courier guaranteeing next day delivery, to:
The Hertz Corporation 8501 Williams Road
Estero, Florida 33928
Attention: Treasury Department / General Counsel Phone: [*]
Fax: [*]
E-mail: [*]
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 e-mail or facsimile shall
be deemed given on the date of delivery of such notice if received before 12:00 noon ET or the next Business Day if received at
or after 12:00 noon ET, and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date
that such notice is delivered to such overnight courier.
Section 9.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of
the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to the Base Indenture, this Series 2021-2 Supplement, the Series 2021-2 Notes or the
transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to the Base
Indenture, this Series 2021-2 Supplement, the Series 2021-2 Notes or the transactions contemplated hereby; (ii) agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action
or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any
such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was
brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner
provided for notices in Section 9.15 (Notices) (provided that, nothing in this Series 2021-2 Supplement shall affect the right of
any such party to serve process in any other manner permitted by law).
Section 9.17 Waiver of Jury Trial . EACH OF THE PARTIES HERETO 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 THE BASE INDENTURE, THIS SERIES 2021-2
SUPPLEMENT, THE SERIES 2021- 2 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.18 Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2021-2 Closing Date. On any
date during the Series 2021-2 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the
following conditions precedent:
(a) HVF III and the Trustee shall have entered into an amendment to this Series 2021-2 Supplement
providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date,
(b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal
amount of the Class
E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect to
the Class E Notes will be the Series 2021-2 Controlled Amortization Period and (e) payment mechanics with respect to the
Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such
other provisions with respect to the Class E Notes as may be required for such issuance;
(b) 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 proposed closing date for the issuance of the Class E Notes (such
closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified
in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”):
(c) The Trustee shall have received a Company Order authorizing and directing the authentication and
delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes,
the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed
Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes;
(d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes
Closing Date to the effect that:
(i) no Amortization Event with respect to the Series 2021-2 Notes, Series 2021-2 Liquidation Event,
Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur
as a result of the issuance of such Proposed Class E Notes;
(ii) all conditions precedent provided in this Series 2021-2 Supplement with respect to the
authentication and delivery of such Proposed Class E Notes have been complied with or waived; and
(iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2021-2
Supplement and any Series 2021-2 Related Documents will not reduce the availability of the Class A/B/C/D Liquid
Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes;
connection with the issuance of the Proposed Class E Notes may provide for:
(e) No amendments to this Series 2021-2 Supplement or any Series 2021-2 Related Documents in
(i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class
A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class
A/B/C/D Notes remain outstanding;
(ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class
A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of
demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the
benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on
the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class
A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the
availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the
Class A/B/C/D Notes in any material respect;
(iii) during the Series 2021-2 Rapid Amortization Period, payment of principal of the Class E Notes
until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds
of incremental enhancement provided solely for the benefit of the Class E Notes;
(iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D
Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2021-2
Supplement that expressly require the consent of
each Noteholder or Series 2021-2 Noteholder, as the case may be, materially adversely affected thereby or (y) with
respect to amendments to this Series 2021-2 Supplement, any amendment that relates solely to the Class E Notes (as
evidenced by an Officer’s Certificate of HVF III); or
(v) the addition of any Amortization Event with respect to the Series 2021-2 Notes other than those
related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit
enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely
supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes;
(f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based
upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the
Class A/B/C/D Notes substantially to the effect that:
(i) the issuance of the Proposed Class E Notes will not adversely affect the
U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an
Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and
HVF III will not be classified as an association or as a
publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result of such issuance;
(ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series
2021-2 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and
(iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and
issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject,
in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and to general principles of equity; and
(g) The Series 2021-2 Rating Agency Condition shall have been satisfied with respect to the issuance
of the Proposed Class E Notes and the execution of any related amendments to this Series 2021-2 Supplement and/or any other
Series 2021-2 Related Document.
Section 9.19 Trustee Obligations under the Retention Requirements. In no event shall the Trustee have any
responsibility to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed
securities or other rules or regulations relating to risk retention. The Trustee shall not be charged with knowledge of such rules,
nor shall it be liable to any Series 2021-2 Noteholder or any other party for violation of such rules now or hereafter in effect.
Section 9.20 Amendment and Restatement; No Novation. This Series 2021-2 Supplement shall constitute an amendment
and restatement, but not a novation, of the Original Series 2021-2 Supplement. The execution and delivery of this Series 2021-2
Supplement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not
constitute, a novation of either (i) the obligations and liabilities of HVF III under the Original Series 2021-2 Supplement, or (ii)
the grant of a security interest in the collateral described under the Original Series 2021-2 Supplement made by HVF III to the
Trustee. Each of the parties hereto hereby affirms, ratifies, confirms, renews, extends, continues and brings forward the grant of
security interest and pledge in the Original Series 2021-2 Supplement and agrees that the liens in the collateral described therein
shall continue without any diminution thereof and shall remain in full force and effect as valid, binding, and enforceable liens on
or after the date of this Series 2021-2 Supplement. The parties hereto reaffirm all UCC financing statements and continuation
statements and amendments thereof filed and all other filings and recordations made in respect of the collateral described in the
Original Series 2021-2 Supplement and the liens and security interests granted thereunder and under this Series 2021-2
Supplement and acknowledge that such filings and recordations were and remain authorized and effective on and after the date
hereof.
IN WITNESS WHEREOF, HVF III, the Trustee and the Administrator have caused this Series 2021-2
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.
HERTZ VEHICLE FINANCING III LLC, as Issuer
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: President and Treasurer
THE HERTZ CORPORATION, as Administrator
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By: /s/ Mitchell L. Brumwell
Name: Mitchell L. Brumwell
Title: Vice President
SCHEDULE I
TO THE SERIES 2021-2 SUPPLEMENT
DEFINITIONS LIST
“144A Global Notes” has the meaning specified in Section 2.1(e) (Initial Issuance—144A Global Notes) of this
Series 2021-2 Supplement.
“Amended Series 2021-2 Supplement ” has the meaning specified in the Preamble to this Series 2021-2
Supplement.
“Applicable Procedures” has the meaning specified in Section 2.2(e) (Transfer Restrictions for Global Notes ) of
this Series 2021-2 Supplement.
“Base Indenture” has the meaning specified in the Preamble.
"Base Rent” has the meaning specified in the Lease.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title
I of ERISA, (ii) any “plan” (as defined in Section 4975(E)(1) of the Code) that is subject to Section 4975 of the Code or (iii) any
entity deemed to hold the “assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section 2510.3-
101, as modified by Section 3(42) of ERISA, or otherwise under ERISA).
“Blackbook Guide” has the meaning specified in the Lease.
“BNY” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its
successors and assigns.
“Class” means a class of the Series 2021-2 Notes, which may be the Class A Notes, the Class B Notes, the Class
C Notes, the Class D Notes or, if issued, the Class E Notes.
“Class A Deficiency Amount” means the Class Deficiency Amount for the Class A Notes.
“Class A Global Note” means a Class A Note that is a Regulation S Global Note or a 144A Global Note.
“Class A Monthly Interest Amount” means, with respect to any Series 2021-2 Interest Period, an amount equal to the
Class Interest Amount for the Class A Notes.
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.
“Class A Notes” means any one of the Series 2021-2 Fixed Rate Rental Car Asset Backed
Notes, Class A, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form
of Exhibit A-1-1 or Exhibit A-1-2 to this Series 2021-2 Supplement.
“Class A Principal Amount ” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class A Notes.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes, collectively.
“Class A/B/C/D Adjusted Liquid Enhancement Amount ” means, as of any date of determination, the Class A/B/C/D
Liquid Enhancement Amount, as of such date, excluding from the calculation thereof the amount available to be drawn under any
Class A/B/C/D Defaulted Letter of Credit, as of such date.
“Class A/B/C/D Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Class A/B/C/D Principal Amount as of such date over (B) the Series 2021-2 Principal Collection Account Amount as of such
date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the
amount of cash on deposit in and Permitted Investments credited to the Class A/B/C/D L/C Cash Collateral Account as of such
date.
“Class A/B/C/D Available Reserve Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Class A/B/C/D Reserve Account as of such date.
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a
Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form of
Annex C to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Termination Demand ” means a certificate substantially in the form of Annex D to
a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of
Annex B to Class A/B/C/D Letter of Credit.
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D Letter
of Credit that, as of such date, an Authorized Officer of the Administrator has actual knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in accordance with its terms
or otherwise as expressly permitted in such Class A/B/C/D Letter of Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit Provider of such
Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter of Credit or such
Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof, or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days
with respect to the Class A/B/C/D Letter of Credit Provider of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit B-
2 to this Series 2021-2 Supplement.
“Class A/B/C/D 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 Class A/B/C/D Demand Note that were deposited into the
Series 2021-2 Distribution Account and paid to the Series 2021- 2 Noteholders during the one (1) 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 III
(or any payee of HVF III) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any withdrawal
from any Class A/B/C/D L/C 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 sixty (60) consecutive days) with
respect to Hertz shall have occurred on or before such date of determination, the Class A/B/C/D 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 Class A/B/C/D 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.
“Class A/B/C/D Demand Notice” has the meaning specified in Section 5.6(c) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) of this Series 2021-2 Supplement.
“Class A/B/C/D Disbursement” shall mean any Class A/B/C/D L/C Credit Disbursement, any Class A/B/C/D
L/C Preference Payment Disbursement, any Class A/B/C/D L/C Termination Disbursement or any Class A/B/C/D L/C Unpaid
Demand Note Disbursement under the Class A/B/C/D Letters of Credit or any combination thereof, as the context may require.
“Class A/B/C/D Downgrade Event” has the meaning specified in Section 5.8(b) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) of this Series 2021-2 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount ” has the meaning specified in Section 5.8(b) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2021-2 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount Notice ” has the meaning specified in Section 5.8(b) (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2021-2 Supplement.
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the
related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating (or the equivalent thereof)
from DBRS and DBRS is rating any Class of Series 2021- 2 Notes at such time, then a long-term senior unsecured debt rating (or
the equivalent thereof) from DBRS of at least “A (high)”, (ii) if such Person has a short-term senior unsecured debt credit rating
(or the equivalent thereof) from DBRS and DBRS is rating any Class of Series 2021-2 Notes at such time, then a short-term
senior unsecured debt credit rating (or the equivalent thereof) from DBRS of at least “R-1”, (iii) if such Person has a long-term
senior unsecured debt rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2021-2 Notes at
such time, then a long-term senior unsecured debt rating (or the equivalent thereof) from Moody’s of at least “A1”, and (iv) if
such Person has a short-term senior unsecured debt credit rating (or the equivalent thereof) from Moody’s and Moody’s is rating
any Class of Series 2021-2 Notes at such time, then a short-term senior unsecured debt credit rating (or the equivalent thereof)
from Moody’s of at least “P-1”.
“Class A/B/C/D L/C Cash Collateral Account ” has the meaning specified in Section 4.2(a)(ii) (Series 2021-2
Accounts) of this Series 2021-2 Supplement.
“Class A/B/C/D L/C Cash Collateral Account Collateral ” means the Series 2021-2 Account Collateral with
respect to the Class A/B/C/D L/C Cash Collateral Account.
“Class A/B/C/D L/C Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the
Class A/B/C/D Available L/C Cash Collateral Account Amount and (b) the excess,
if any, of the Class A/B/C/D Adjusted Liquid Enhancement Amount over the Class A/B/C/D Required Liquid
Enhancement Amount on such Payment Date.
“Class A/B/C/D L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such
date and the denominator of which is the Class A/B/C/D Letter of Credit Liquidity Amount as of such date.
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of Credit
pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D Letter
of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
“Class A/B/C/D L/C Termination Disbursement ” means an amount drawn under a Class A/B/C/D Letter of
Credit pursuant to a Class A/B/C/D Certificate of Termination Demand.
“Class A/B/C/D L/C Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B/C/D
Letter of Credit pursuant to a Class A/B/C/D Certificate of Unpaid Demand Note Demand.
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form of Exhibit F to
this Series 2021-2 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit Provider in favor of the Trustee for the
benefit of the Series 2021-2 Noteholders or (ii) if issued after the Series 2021-2 Closing Date and not substantially in the form of
Exhibit F to this Series 2021-2 Supplement, that satisfies the Series 2021-2 Rating Agency Condition.
“Class A/B/C/D 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 as of such date under the Class A/B/C/D Letters of Credit, as specified therein, and
(ii) if the Class A/B/C/D L/C Cash Collateral Account has been established and funded pursuant to Section 4.2(a)(ii) (Series
2021-2 Accounts), the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date and (b) the aggregate
undrawn principal amount of the Class A/B/C/D Demand Note as of such date.
“Class A/B/C/D Letter of Credit Expiration Date” means, with respect to any Class A/B/C/D Letter of Credit, the
expiration date set forth in such Class A/B/C/D Letter of Credit, as such date may be extended in accordance with the terms of
such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of Credit, as specified therein, and (b)
if a Class A/B/C/D L/C Cash Collateral Account has been established pursuant to Section 4.2(a)(ii) (Series 2021-2 Accounts),
the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Liquid Enhancement Amount ” means, as of any date of determination, the sum of (a) the Class
A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account Amount as of such date.
“Class A/B/C/D Liquid Enhancement Deficiency ” means, as of any date of determination, the Class A/B/C/D
Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount as of such date.
“Class A/B/C/D Notes” means the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes,
collectively.
Credit.
“Class A/B/C/D Notice of Reduction” means a notice in the form of Annex E to a Class A/B/C/D Letter of
“Class A/B/C/D Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal Amount, in each case, as of
such date.
“Class A/B/C/D Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the
Class A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2021- 2 Asset Amount on such date; provided,
however, the Class A/B/C/D 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 by it under the Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount
on such date over (y) the sum of (1) the Series 2021-2 Asset Amount on such date and (2) the lesser of (a) the Class A/B/C/D
Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid Enhancement Amount on such date.
“Class A/B/C/D Purchase Agreement ” means the Purchase Agreement in respect of the Class A/B/C/D Notes,
dated June 24, 2021, by and among HVF III, Hertz and Deutsche Bank Securities Inc., Barclays Capital Inc., BNP Paribas
Securities Corp. and RBC Capital Markets, LLC,, as initial purchasers of the Class A/B/C/D Notes.
“Class A/B/C/D Required Liquid Enhancement Amount ” means, as of any date of determination, an amount
equal to the product of (a) 2.0% and (b) the Class A/B/C/D Adjusted Principal Amount as of such date.
“Class A/B/C/D Required Reserve Account Amount ” means, with respect to any date of determination, an
amount equal to the greater of:
(a) the excess, if any, of
(i) the Class A/B/C/D Required Liquid Enhancement Amount over
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the
calculation of such excess the amount available to be drawn under any Class A/B/C/D Defaulted Letter of Credit as of such date,
and:
(b) the excess, if any, of:
(i) the Series 2021-2 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class A/B/C/D
Available Reserve Account Amount) over
(ii) the Series 2021-2 Asset Amount, in each case as of such date.
“Class A/B/C/D Reserve Account ” has the meaning specified in Section 4.2(a)(i) (Series 2021-2 Accounts) of
this Series 2021-2 Supplement.
“Class A/B/C/D Reserve Account Collateral ” means the Series 2021-2 Account Collateral with respect to the
Class A/B/C/D Reserve Account.
“Class A/B/C/D Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if
any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class A/B/C/D Available Reserve Account
Amount for such date.
“Class A/B/C/D Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Section 5.5(a)
(Class A/B/C/D Reserve Account Withdrawals) of this Series 2021-2 Supplement.
“Class A/B/C/D Reserve Account Surplus ” means, as of any date of determination, the excess, if any, of the
Class A/B/C/D Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date) over the Class A/B/C/D Required Reserve Account Amount, in each case, as of such date.
“Class B Deficiency Amount” means the Class Deficiency Amount for the Class B Notes.
“Class B Global Note” means a Class B Note that is a Regulation S Global Note or a 144A Global Note.
“Class B Monthly Interest Amount” means, with respect to any Series 2021-2 Interest Period, an amount equal to the
Class Interest Amount for the Class B Notes.
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.
“Class B Notes” means any one of the Series 2021-2 Fixed Rate Rental Car Asset Backed Notes, Class B, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1 or Exhibit A-2-2 to this Series
2021-2 Supplement.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class B Notes.
“Class C Deficiency Amount” means the Class Deficiency Amount for the Class C Notes.
“Class C Global Note” means a Class C Note that is a Regulation S Global Note or a 144A Global Note.
“Class C Monthly Interest Amount” means, with respect to any Series 2021-2 Interest Period, an amount equal to the
Class Interest Amount for the Class C Notes.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the Note Register.
“Class C Notes” means any one of the Series 2021-2 Fixed Rate Rental Car Asset Backed Notes, Class C, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1 or Exhibit A-3-2 to this Series
2021-2 Supplement.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount of the Class C Notes.
“Class Carryover Controlled Amortization Amount ” means, with respect to any Payment Date during the Series
2021-2 Controlled Amortization Period and any Class of Series 2021-2 Notes, the amount, if any, by which the amount paid to
the Noteholders of such Class pursuant to Section 5.4(c) (Application of Funds in the Series 2021-2 Principal Collection
Account) on the previous Payment Date was less than the Class Controlled Distribution Amount for the previous Payment Date
for such Class.
“Class Controlled Amortization Amount ” means, (i) with respect to the first Payment Date during the Series
2021-2 Controlled Amortization Period, for each class, zero and (ii) with respect to any other Payment Date during the Series
2021-2 Controlled Amortization Period, for each Class, one-sixth of the Class Initial Principal Amount of such Class.
“Class Controlled Distribution Amount” means, with respect to any Payment Date and any Class of Series 2021-
2 Notes during the Series 2021-2 Controlled Amortization Period, an amount equal to the sum of the Class Controlled
Amortization Amount for such Class and such Payment Date and any Class Carryover Controlled Amortization Amount for such
Class and such Payment Date.
“Class D Amendments” has the meaning specified in the Preamble to this Series 2021-2 Supplement.
“Class D Deficiency Amount” means the Class Deficiency Amount for the Class D Notes.
“Class D Global Note” means a Class D Note that is a Regulation S Global Note or a 144A
“Class D Monthly Interest Amount” means, with respect to any Series 2021-2 Interest Period, an amount equal to the
Class Interest Amount for the Class D Notes.
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the Note Register.
“Class D Notes” means any one of the Series 2021-2 Fixed Rate Rental Car Asset Backed Notes, Class D, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1 or Exhibit A-4-2 to this Series
2021-2 Supplement.
“Class D Principal Amount” means the Class Principal Amount of the of Class D Notes.
“Class D Regulation S Global Note” has the meaning specified in the Preamble of this Series 2021-2 Supplement.
“Class Deficiency Amount” has the meaning specified in Section 3.1 (Interest) of this Series 2021-2
Supplement.
“Class E Adjusted Asset Coverage Threshold Amount ” will have the meaning set forth in an amendment to this
Series 2021-2 Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-2
Supplement.
“Class E Initial Principal Amount” will have the meaning set forth in an amendment to this Series 2021-2
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-2 Supplement.
“Class E Monthly Interest Amount ” will have the meaning set forth in an amendment to this Series 2021-2
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-2 Supplement.
“Class E Note Rate” will have the meaning set forth in an amendment to this Series 2021- 2 Supplement entered
into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021- 2 Supplement.
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the Note Register.
“Class E Notes” has the meaning specified in the Preamble to this Series 2021-2
“Class E Notes Closing Date” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2021-2 Supplement.
entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2021-2 Supplement.
“Class E Principal Amount” will have the meaning set forth in an amendment to this Series 2021-2 Supplement
“Class Initial Principal Amount” mean, for each Class of the Series 2021-2 Notes, the amount set forth in the
following table:
Class
Initial Principal Amount
A
B
$1,420,000,000
$180,000,000
C
$140,000,000
D
$260,000,000
“Class Interest Amount” means, for each Class of Notes for any Series 2021-2 Interest Period (a) with respect to
the initial Series 2021-2 Interest Period, an amount equal to the product of (i) the applicable Note Rate for such Class, (ii) the
Class Initial Principal Amount for such Class, and (iii) 27/360, and (b) with respect to each Series 2021-2 Interest Period
thereafter, an amount equal to sum of (i) the product of (A) one-twelfth of the applicable Note Rate for such Class, and (B) the
Class Principal Amount for such Class as of the first day of such Series 2021-2 Interest Period, after giving effect to any
principal payments made on such date, plus (ii) the aggregate amount of any unpaid Class Deficiency Amounts for such Class,
after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class
Deficiency Amounts at the applicable Note Rate for such Class).
“Class Principal Amount” means, when used with respect to Class and any date, an amount equal to (a) Class
Initial Principal Amount with respect to such Class minus (b) the sum of the amount of principal payments made to the
Noteholders of such Class on or prior to such date minus (c) the principal amount of any Series 2021-2 Notes of such Class that
have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Series 2021-2
Note was issued on or prior to such date.
“Confidential Information” means information that Hertz or any Affiliate thereof (or any successor to any such
Person in any capacity) furnishes to a Noteholder or a Note Owner, but does not include any such information (i) that is or
becomes generally available to the public other than as a result of a disclosure by a Noteholder or a Note Owner or other Person
to which a Noteholder or a Note Owner delivered such information, (ii) that was in the possession of a Noteholder or a Note
Owner prior to its being furnished to such Noteholder or Note Owner by Hertz or any Affiliate thereof; provided that, there
exists no obligation of any such Person to keep such information confidential, or (iii) that is or becomes available to a
Noteholder or a Note Owner from a source other than Hertz or an Affiliate thereof; provided that, such source is not (1) known,
or would not reasonably be expected to be known, to a Noteholder or a Note Owner to be bound by a confidentiality agreement
with Hertz or any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be expected to be known, to a
Noteholder or a Note Owner to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary
obligation.
“Controlling Person” means a Person (other than a Benefit Plan) that has discretionary authority or control with
respect to the assets of HVF III or that provides investment advice for a fee (direct or indirect) with respect to such assets (or an
“affiliate” of such a Person (as defined in the Plan Assets Regulation)).
“Corresponding DBRS Rating” means, for each Equivalent Rating Agency Rating for any Person, the DBRS
rating designation corresponding to the row in which such Equivalent Rating Agency Rating appears in the table set forth below.
DBRS
AAA
AA(H)
AA
AA(L)
A(H)
A
A(L)
BBB(H)
BBB
BBB(L)
BB(H)
BB
BB(L)
B-High
B
B(L)
CCC(H)
CCC
CCC(L)
Moody’s
Aaa
Aa1
Aa2
Aa3
A1
A2
A3
Baa1
Baa2
Baa3
Ba1
Ba2
Ba3
B1
B2
B3
Caa1
Caa2
Caa3
S&P
AAA
AA+
AA
AA-
A+
A
A-
BBB+
BBB
BBB-
BB+
BB
BB-
B+
B
B-
CCC+
CCC
CCC-
Fitch
AAA
AA+
AA
AA-
A+
A
A-
BBB+
BBB
BBB-
BB+
BB
BB-
B+
B
B-
CCC
CC
C
“DBRS” means DBRS, Inc. or any successor thereto.
“DBRS Equivalent Rating” means, with respect to any date and any Person with respect to whom DBRS does
not maintain a public Relevant DBRS Rating as of such date,
(a) if such Person has an Equivalent Rating Agency Rating from three of the Equivalent Rating Agencies as of
such date, then the median of the Corresponding DBRS Ratings for such Person as of such date;
(b) if such Person has an Equivalent Rating Agency Rating from only two of the Equivalent Rating Agencies
as of such date, then the lower Corresponding DBRS Rating for such Person as of such date; and
(c) if such Person has an Equivalent Rating Agency Rating from only one of the Equivalent Rating Agencies
as of such date, then the Corresponding DBRS Rating for such Person as of such date.
“Determination Date” means the date five (5) Business Days prior to each Payment Date.
“Disposition Proceeds” means, with respect to each Non-Program Vehicle, the netproceeds from the sale or
disposition of such Non-Program Vehicle to any Person (other than any portion of such proceeds payable by the Lessee thereof
pursuant to any Lease).
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
“Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of
any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Expected Final Payment Date” means, with respect to the Series 2021-2 Notes, December 2026.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations
thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation,
rules, guidelines or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such sections of the Code or analogous provisions of non-U.S. law.
“Final Base Rent” has the meaning specified in the Lease.
“First Amendment to the Series 2021-2 Supplement ” has the meaning specified in the Preamble to this Series
2021-2 Supplement.
“Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes, the Class C Global
Notes and the Class D Global Notes that are Regulation S Global Notes or 144A Global Notes.
“Lease Payment Deficit Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee ) of
this Series 2021-2 Supplement.
“Legal Final Payment Date” means, with respect to the Series 2021-2 Notes, December
2027.
“Majority Series 2021-2 Controlling Class” means (i) for so long as the Class A Notes are
outstanding, Class A Noteholders holding more than 50% of the principal amount of the Class A Notes, (ii) if no Class A Notes
are outstanding, Class B Noteholders holding more than 50% of the principal amount of the Class B Notes, (iii) if no Class A
Notes or Class B Notes are outstanding, Class C Noteholders holding more than 50% of the principal amount of the Class C
Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of
the principal amount of the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes or Class D Notes are
outstanding and (y) Class E Notes have been issued and are outstanding, Class E Noteholders holding more than 50% of the
principal amount of the Class E Notes.
“Majority Series 2021-2 Noteholders” means Series 2021-2 Noteholders holding more than 50% of the Series
2021-2 Principal Amount (excluding any other Series 2021-2 Notes held by HVF III or any Affiliate of HVF III (other than
Series 2021-2 Notes held by an Affiliate Issuer)). The Majority Series 2021-2 Noteholders shall be the “Required Series
Noteholders” with respect to the Series 2021-2 Notes.
“Make-Whole End Date” means, with respect to the Series 2021-2 Notes, the date that is six months prior to the
commencement of the Series 2021-2 Controlled Amortization Period.
“Make-Whole Premium” means, with respect to any Class A/B/C/D Note on its related Redemption Date, (a) for
any Redemption Date occurring prior to the Make-Whole End Date the present value on such Redemption Date of all required
remaining scheduled interest payments due on such Class A/B/C/D Note on each Payment Date occurring prior to the Make-
Whole End Date (excluding accrued and unpaid interest through such Redemption Date), computed using a discount rate equal
to the Treasury Rate plus 0.25%, as calculated by HVF III (or by the HVF III’s designee) and (b) for any Redemption Date after
the Make-Whole End Date, zero.
“Monthly Blackbook Mark” has the meaning specified in the Lease.
“Monthly NADA Mark” has the meaning specified in the Lease.
“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide,
Eastern Edition.
“Net Book Value ” has the meaning specified in the Lease.
“Note Owner” means with respect to any Global Note, any Person who is a beneficial owner of an interest in
such 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).
“Note Rate” means, with respect to each Class of Series 2021-2 Notes, the rate set forth in the following table:
Class
Note Rate
A
1.68%
B
2.12%
C
2.52%
D
4.34%
“Original Class D 144A Global Note ” has the meaning specified in the Preamble to this Series 2021-2
Supplement.
“Outstanding” means with respect to the Series 2021-2 Notes (or any Class of Series 2021- 2 Notes), all Series
2021-2 Notes (or Series 2021-2 Notes of a particular Class, as applicable) theretofore authenticated and delivered under the Base
Indenture and this Series 2021-2 Supplement, except (a) Series 2021-2 Notes theretofore cancelled or delivered to the Registrar
for cancellation, (b) Series 2021-2 Notes that have not been presented for payment but funds for the payment of which are on
deposit in the Series 2021-2 Distribution Account and are available for payment in full of such Series 2021-2 Notes, and Series
2021-2 Notes that are considered paid pursuant to Section 8.1 (Payment of Notes) of the Base Indenture, and (c) Series 2021-2
Notes in exchange for or in lieu of other Series 2021-2 Notes that have been authenticated and delivered pursuant to the Base
Indenture unless proof satisfactory to the Trustee is presented that any such Series 2021-2 Notes are held by a purchaser for
value.
“Past Due Rent Payment” means, with respect to any Series 2021-2 Lease Payment Deficit and any Lessee, any
payment of Base Rent, Monthly Variable Rent or other amounts payable by such Lessee under any Lease with respect to which
such Series 2021-2 Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the
occurrence of such Series 2021-2 Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series
2021-2 Lease Payment Deficit.
“Past Due Rental Payments Priorities” means the priorities of payments set forth in Section 5.7 (Past Due Rental
Payments) of this Series 2021-2 Supplement.
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by instruments
in bearer or registered in book-entry form which evidence:
(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 and “A-1+” by S&P 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+” and a credit rating
from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits, or a rating
from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in the case of
long-term unsecured obligations;
(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+” and a rating from
Moody’s of “P-1”;
(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 and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”;
(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 commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s; and
(viii) any other instruments or securities, if each Rating Agency then rating any outstanding Class of
Series 2021-2 Notes at the request of HVF III will not have advised in writing that the
investment in such instruments or securities will result in the reduction or withdrawal of its then-
current rating of such outstanding Class of Series 2021-2 Notes.
“Plan Assets Regulation” means United States Department of Labor Regulation Section 2510.3-101, as
modified by Section 3(42) of ERISA.
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D Demand Note and
distributed to the Series 2021-2 Noteholders in respect of amounts owing under the Series 2021-2 Notes that is recoverable or that
has been recovered (and not subsequently repaid) 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.
“Pro Rata Share” means, with respect to each Class A/B/C/D Letter of Credit issued by any Class A/B/C/D
Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount
under such Class A/B/C/D Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all
Class A/B/C/D Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect
to any
Class A/B/C/D Letter of Credit Provider as of any date, if the related Class A/B/C/D Letter of Credit Provider has not complied
with its obligation to pay the Trustee the amount of any draw under such Class A/B/C/D Letter of Credit made prior to such date,
the available amount under such Class A/B/C/D 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 Class A/B/C/D Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by
Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A/B/C/D Letter of Credit
Provider’s actual liability in respect of any failure to pay any demand under any of its Class A/B/C/D Letters of Credit).
“Proposed Class E Notes” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2021-2 Supplement.
“QIB” has the meaning specified in Section 2.1(c) (Issuance—Form of the Class A/B/C/D Notes) of this Series
2021-2 Supplement. “Rating Agencies” means (a) with respect to the Class A Notes, Class B Notes, the Class C Notes and the
Class D Notes, DBRS and Moody’s, and (b) with respect to any Class of Series 2021-2 Notes, any other nationally recognized
rating agency rating the Series 2021-2 Notes at the request of HVF III; provided, that if at any time any nationally recognized
rating agency shall cease to rate any Class of Series 2021-2 Notes, such rating agency shall be deemed not to be a Rating Agency
with respect to such Class of Series 2021-2 Notes for so long as such rating agency continues not to rate such Class of Series
2021-2 Notes.
“Record Date” means, with respect to any Payment Date, the last day of the Related Month; provided that the
Record Date with respect to the initial Payment Date shall be the Series 2021-2 Closing Date.
“Redemption Date” has the meaning specified in Section 9.1(a) (Optional Redemption of the Series 2021-2
Notes) of this Series 2021-2 Supplement.
“Re-issued Class D 144A Global Note ” has the meaning specified in the Preamble of this Series 2021-2
Supplement.
“Regulation S” means Regulation S promulgated under the Securities Act.
“Regulation S Global Notes” has the meaning specified in Section 2.1(f) (Initial Issuance— Regulation S Global
Notes) of this Series 2021-2 Supplement.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended
calendar month and (ii) with respect to any other date, the calendar month in which such date occurs.
“Relevant DBRS Rating” means, with respect to any Person as of any date of determination: (a) if such Person
has both a long term issuer rating by DBRS and a senior unsecured rating by DBRS as of such date, then the higher of such two
ratings as of such date and (b) if such Person has only one of a long term issuer rating by DBRS and a senior unsecured rating by
DBRS as of such date, then such rating of such Person as of such date; provided that if such Person does not have any of such
ratings as of such date, then there shall be no Relevant DBRS Rating with respect to such Person as of such date.
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination,
(a) if such Person has both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a senior unsecured rating by Fitch and
a long term issuer default rating by Fitch as of such date, then such rating of such Person as of such date; provided that if such
Person does not have any of such ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such
Person as of such date.
“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such Person
has both a long term senior unsecured rating by Moody’s and a long term corporate family rating by Moody’s as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a long term senior unsecured rating by
Moody’s and a long term corporate family rating by Moody’s as of such date, then such rating of such Person as of such date;
provided that if such Person does not have any of such ratings as of such date, then there shall be no Relevant Moody’s Rating
with respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with
respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such date and (c) with respect to S&P, the Relevant
S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term local
issuer rating by S&P of such Person as of such date; provided that if such Person does not have a long term local issuer rating by
S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.
“Restatement Date Class D Notes” has the meaning specified in the Preamble of this Series 2021-2 Supplement.
“Restricted Notes” means the Global Notes and all other Series 2021-2 Notes evidencing the obligations, or any
portion of the obligations, initially evidenced by the Global Notes, other than certificates transferred or exchanged upon
certification as provided in Article II of this Series 2021-2 Supplement.
“Rule 144A” means Rule 144A promulgated under the Securities Act.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Intermediary” has the meaning specified in Section 4.3(a) (Trustee as Securities Intermediary) of this
Series 2021-2 Supplement.
“Senior Class of Series 2021-2 Notes” means (a) with respect to the Class B Notes, the Class A Notes, (b) with
respect to the Class C Notes, the Class A Notes and the Class B Notes, (c) with respect to the Class D Notes, the Class A Notes,
the Class B Notes and the Class C Notes and (d) with respect to the Class E Notes (if issued), the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes.
“Senior Interest Waterfall Shortfall Amount ” means, with respect to any Payment Date, the excess, if any, of (a)
the sum of the amounts payable (without taking into account availability of funds) pursuant to Sections 5.3(a) through (h)
(Application of Funds in the Series 2021-2 Interest Collection Account ) on such Payment Date over (b) the sum of (i) the Series
2021-2 Payment Date Available Interest Amount with respect to the Series 2021-2 Interest Period ending on such Payment Date
and (ii) the aggregate amount of all deposits into the Series 2021-2 Interest Collection Account with proceeds of the Class
A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each Class A/B/C/D Letter of Credit and each Class A/B/C/D
L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that the amount
calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from the Series 2021-2 Principal Collection Account for deposit into the Series 2021-2 Interest Collection Account
on such Payment Date.
“Series 2021-2 Account Collateral ” has the meaning specified in Section 4.1 (Granting Clause) of this Series
2021-2 Supplement.
“Series 2021-2 Accounts ” has the meaning specified in Section 4.2(a)(iii) (Series 2021-2 Accounts) of this Series
2021-2 Supplement.
“Series 2021-2 Accrued Amounts ” means, on any date of determination, the sum of the amounts payable
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (l) (Application of Funds in the Series
2021-2 Interest Collection Account) that have accrued and remain unpaid as of such date. The Series 2021-2 Accrued Amounts
shall be the “Accrued Amounts” with respect to the Series 2021-2 Notes.
“Series 2021-2 Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the greater
of (x) the greater of (a) the excess, if any, of (i) the Series 2021-2 Asset Coverage Threshold Amount over (ii) the sum of (A) the
Class A/B/C/D Letter of Credit Amount and (B) the Class A/B/C/D Available Reserve Account Amount and (b) the Class
A/B/C/D Adjusted Principal Amount, in each case, as of such date and (y) the Class E Adjusted Asset Coverage Threshold
Amount as of such date. The Series 2021-2 Adjusted Asset Coverage Threshold Amount shall be the “Asset Coverage Threshold
Amount” with respect to the Series 2021-2 Notes.
“Series 2021-2 Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Series 2021-2 Principal Amount as of such date over (B) the Series 2021-2 Principal Collection Account Amount as of such
date. The Series 2021-2 Adjusted Principal Amount shall be the “Series Adjusted Principal Amount” with respect to the Series
2021-2 Notes.
“Series 2021-2 Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the
Series 2021-2 Percentage of fees payable to the Administrator pursuant to the Administration Agreement on such Payment Date.
“Series 2021-2 Asset Amount ” means, as of any date of determination, the product of (i) the Series 2021-2
Floating Allocation Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.
“Series 2021-2 Asset Coverage Threshold Amount ” means, as of any date of determination, the Class A/B/C/D
Adjusted Principal Amount divided by the Series 2021-2 Blended Advance Rate, in each case as of such date.
“Series 2021-2 Blended Advance Rate ” means as of any date of determination, the least of the Series 2021-2
DBRS Blended Advanced Rate as of such date, the Series 2021-2 Moody’s Blended Advance Rate as of such date and 88.95%.
“Series 2021-2 Capped Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the lesser of (i) the Series 2021-2 Administrator Fee Amount with respect to such Payment Date and (ii) $600,000.
“Series 2021-2 Capped Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i)
the Series 2021-2 Operating Expense Amount, with respect to such Payment Date and (ii) the excess, if any, of (x) $600,000
over (y) the sum of the Series 2021-2 Administrator Fee Amount and the Series 2021-2 Trustee Fee Amount, in each case with
respect to such Payment Date.
“Series 2021-2 Capped Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
lesser of (i) the Series 2021-2 Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $600,000
over the Series 2021-2 Administrator Fee Amount with respect to such Payment Date.
“Series 2021-2 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Carrying
Charges):
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by HVF
III to:
(a) the Trustee (other than Series 2021-2 Trustee Fee Amounts),
(b) the Administrator (other than Series 2021-2 Administrator Fee Amounts),
(c) the Back-Up Disposition Agent, or
(c) any other party to a Series 2021-2 Related Document,
in each case under and in accordance with such Series 2021-2 Related Document, plus
(ii) any other operating expenses of HVF III that have been invoiced as of such date and are then payable by
HVF III relating the Series 2021-2 Notes.
“Series 2021-2 Closing Date ” means June 30, 2021.
“Series 2021-2 Collateral” means the Indenture Collateral, each Class A/B/C/D Letter of Credit, the Series 2021-
2 Account Collateral with respect to each Series 2021-2 Account and each Class A/B/C/D Demand Note.
“Series 2021-2 Controlled Amortization Period ” means the period commencing upon the close of business on
May 31, 2026 (or, if such day is not a Business Day, the Business Day immediately preceding such day), and, in each case,
continuing to the earliest of (i) the commencement of the Series 2021-2 Rapid Amortization Period, (ii) the date on which the
Series 2021-2 Notes are fully paid and (iii) the termination of this Series 2021-2 Supplement.
“Series 2021-2 Daily Interest Allocation ” means, on each Series 2021-2 Deposit Date, the Series 2021-2
Invested Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on
such date.
“Series 2021-2 Daily Principal Allocation ” means, on each Series 2021-2 Deposit Date, an amount equal to the
Series 2021-2 Invested Percentage (as of such date) of the aggregate amount of Principal Collections deposited into the
Collection Account on such date.
“Series 2021-2 DBRS AAA Components ” means each of:
(i) the Series 2021-2 DBRS Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2021-2 DBRS Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2021-2 DBRS Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2021-2 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2021-2 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2021-2 DBRS Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2021-2 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2021-2 DBRS Remainder AAA Amount.
“Series 2021-2 DBRS AAA Select Component ” means each Series 2021-2 DBRS AAA Component other than the
Due and Unpaid Lease Payment Amount.
“Series 2021-2 DBRS Adjusted Advance Rate” means, as of any date of determination, with respect to any
Series 2021-2 DBRS AAA Select Component, a percentage equal to the greater of:
(a)
(i) the Series 2021-2 DBRS Baseline Advance Rate with respect to such Series 2021-2 DBRS AAA
Select Component as of such date, minus
(ii) the Series 2021-2 DBRS Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2021-2 DBRS AAA Select Component, minus
(iii) the Series 2021-2 DBRS MTM/DT Advance Rate Adjustment as of such date, if any, with respect
to such Series 2021-2 DBRS AAA Select Component; and
(b) zero.
“Series 2021-2 DBRS Baseline Advance Rate ” means, with respect to each Series 2021-2 DBRS AAA Select
Component, the percentage set forth opposite such Series 2021-2 DBRS AAA Select Component in the following table:
Series 2021-2 DBRS AAA Select Component
Series 2021-2 DBRS Baseline
Advance Rate
Series 2021-2 DBRS Eligible Investment Grade Program Vehicle Amount
Series 2021-2 DBRS Eligible Investment Grade Program Receivable
Amount
Series 2021-2 DBRS Eligible Non-Investment Grade Program Vehicle
Amount
Series 2021-2 DBRS Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2021-2 DBRS Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2021-2 DBRS Eligible Investment Grade Non-Program Vehicle
Amount
Series 2021-2 DBRS Eligible Non-Investment Grade Non-Program Vehicle
Amount
Series 2021-2 Medium-Duty Truck Amount
Cash Amount
2021-2 DBRS Remainder AAA Amount
91.00%
91.00%
89.00%
89.00%
0.00%
86.75%
82.55%
65.00%
100.00%
0.00%
“Series 2021-2 DBRS Blended Advance Rate” means, as of any date of determination, the percentage equivalent
of a fraction, the numerator of which is the Series 2021-2 DBRS Blended
Advance Rate Weighting Numerator and the denominator of which is the Series 2021-2 DBRS Blended Advance Rate
Weighting Denominator, in each case as of such date.
“Series 2021-2 DBRS Blended Advance Rate Weighting Denominator ” means, as of any date of determination,
an amount equal to the sum of each Series 2021-2 DBRS AAA Select Component, in each case as of such date.
“Series 2021-2 DBRS Blended Advance Rate Weighting Numerator ” means, as of any date of determination, an
amount equal to the sum of an amount with respect to each Series 2021-2 DBRS AAA Select Component equal to the product of
such Series 2021-2 DBRS AAA Select Component and the Series 2021-2 DBRS Adjusted Advance Rate with respect to such
Series 2021-2 DBRS AAA Select Component, in each case as of such date.
“Series 2021-2 DBRS Concentration Adjusted Advance Rate” means as of any date of
determination,
(i) with respect to the Series 2021-2 DBRS Eligible Investment Grade Non-Program
Vehicle Amount, the excess, if any, of the Series 2021-2 DBRS Baseline Advance Rate with respect to such Series
2021-2 DBRS Eligible Investment Grade Non-Program Vehicle Amount over the Series 2021-2 DBRS Concentration
Excess Advance Rate Adjustment with respect to such Series 2021-2 DBRS Eligible Investment Grade Non-Program
Vehicle Amount, in each case as of such date, and
(ii) with respect to the Series 2021-2 DBRS Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2021-2 DBRS Baseline Advance Rate with respect to such Series 2021-2 DBRS Eligible
Non-Investment Grade Non-Program Vehicle Amount over the Series 2021-2 DBRS Concentration Excess Advance
Rate Adjustment with respect to such Series 2021-2 DBRS Eligible Non-Investment Grade Non-Program Vehicle
Amount, in each case as of such date.
“Series 2021-2 DBRS Concentration Excess Advance Rate Adjustment ” means, with respect to any Series 2021-2
DBRS AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a fraction, the numerator
of which is (I) the product of (A) the portion of the Series 2021-2 DBRS Concentration Excess Amount, if any, allocated to such
Series 2021-2 DBRS AAA Select Component by HVF III and (B) the Series 2021-2 DBRS Baseline Advance Rate with respect to
such Series 2021-2 DBRS AAA Select Component, and the denominator of which is (II) such Series 2021-2 DBRS AAA Select
Component, in each case as of such date, and (b) the Series 2021-2 DBRS Baseline Advance Rate with respect to such Series 2021-2
DBRS AAA Component; provided that the portion of the Series 2021-2 DBRS Concentration Excess Amount allocated pursuant to
the preceding clause (a)(I)(A) shall not exceed the portion of such Series 2021-2 DBRS AAA Select Component that was included in
determining whether such Series 2021-2 DBRS Concentration Excess Amount exists.
“Series 2021-2 DBRS Concentration Excess Amount ” means, as of any date of determination, the sum of (i) the
Series 2021-2 DBRS Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if any, (ii)
the Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series 2021-2
DBRS Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2021-2 DBRS Non-Investment Grade (High)
Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of calculating this
definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2021-2 DBRS Eligible
Manufacturer Receivables, in each case, included in the Series 2021-2 DBRS Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount and
designated by HVF III to constitute Series 2021-2 DBRS Manufacturer Concentration Excess Amounts, as of such date, shall not
be included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2 DBRS Non- Liened
Vehicle Concentration Excess Amount as of such date, the Series 2021-2 Medium-Duty Truck Amount for purposes of
calculating the Series 2021-2 DBRS Medium-Duty
Truck Concentration Excess Amount as of such date or the Series 2021-2 DBRS Eligible Non-Investment Grade (High) Program
Receivable Amount for purposes of calculating the Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable
Concentration Excess Amount as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2021-2
Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess
Amount and designated by HVF III to constitute Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amounts as of
such date, shall not be included in the Series 2021-2 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle
for purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount, as of such date or the Series
2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 DBRS Medium-Duty Truck Concentration
Excess Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the
Series 2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 DBRS Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 DBRS Medium-Duty Truck Concentration
Excess Amounts as of such date, shall not be included in the Series 2021-2 DBRS Manufacturer Amount for the Manufacturer of
such Eligible Vehicle for purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount, as of
such date or the Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2 DBRS Non-Liened
Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2021-2 DBRS Eligible Manufacturer
Receivables included in the Series 2021-2 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount for
purposes of calculating the Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess
Amount and designated by HVF III to constitute Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts as of such date, shall not be included in the Series 2021-2 DBRS Manufacturer Amount for the
Manufacturer with respect to such Series 2021-2 DBRS Eligible Manufacturer Receivable for purposes of calculating the Series
2021-2 DBRS Manufacturer Concentration Excess Amount, as of such date, and (v) the determination of which Eligible Vehicles
(or the Net Book Value thereof) or Series 2021-2 DBRS Eligible Manufacturer Receivables are designated as constituting (A)
Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amounts, (B) Series
2021-2 DBRS Medium-Duty Truck Concentration Excess Amounts, (C) Series 2021-2 DBRS Manufacturer
Concentration Excess Amounts and (D) Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable Concentration
Excess Amounts, in each case, as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2021-2 DBRS Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021-2 DBRS Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2021-2 DBRS Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2021-2 DBRS Eligible Manufacturer Receivables, in each case, as of such date by all Series
2021-2 DBRS Investment Grade Manufacturers.
“Series 2021-2 DBRS Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021-2 DBRS Investment Grade Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2021-2 DBRS Eligible Manufacturer Receivable ” means, as of any date of
determination:
(i) each Manufacturer Receivable due from any Manufacturer that has a Relevant
DBRS Rating as of such date of at least “A(L)” (or, if such Manufacturer does not have a Relevant DBRS Rating as of
such date, then a DBRS Equivalent Rating of at least “A(L)”)
pursuant to a Manufacturer Program that, as of such date, has not remained unpaid for more than 150 calendar days past
the Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable;
(ii) each Manufacturer Receivable due from any Manufacturer that (a) has a Relevant DBRS Rating as of such
date of (i) less than “A(L)” and (ii) at least “BBB(L)” or (b) if such Manufacturer does not have a Relevant DBRS
Rating as of such date, then has a DBRS Equivalent Rating as of such date of (i) less than “A(L)” and (ii) at least
“BBB(L)”, in either such case of the foregoing clause (a) or (b), pursuant to a Manufacturer Program that, as of such
date, has not remained unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible
Vehicle giving rise to such Manufacturer Receivable; and
(iii) each Manufacturer Receivable due from a Series 2021-2 DBRS Non-Investment Grade (High)
Manufacturer or a Series 2021-2 DBRS Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a
Manufacturer Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the
Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2021-2 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-2 DBRS Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2021-2 DBRS Non-Investment Grade (High) Manufacturers.
“Series 2021-2 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-2 DBRS Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2021-2 DBRS Non-Investment Grade (Low) Manufacturers.
“Series 2021-2 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value of each Series 2021-2 DBRS Non- Investment Grade Non-Program Vehicle for
which the Disposition Date has not occurred as of such date.
“Series 2021-2 DBRS Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2021-2 DBRS Non-Investment Grade (High) Program
Vehicle and each Series 2021-2 DBRS Non-Investment Grade (Low) Program Vehicle, in each case, for which the Disposition
Date has not occurred as of such date.
“Series 2021-2 DBRS Investment Grade Manufacturer ” means, as of any date of determination, any
Manufacturer that has a Relevant DBRS Rating as of such date of at least “BBB(L)” (or, if such Manufacturer does not have a
Relevant DBRS Rating as of such date, then a DBRS Equivalent Rating of “BBB(L)”)as of such date; provided that, upon any
withdrawal or downgrade of any rating of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any
Equivalent Rating Agency), such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable
thereto immediately preceding such withdrawal or downgrade (as applicable) by DBRS (or, if such Manufacturer is not rated by
DBRS, such DBRS Equivalent Rating) for a period of thirty (30) days following the earlier of (x) the date on which an
Authorized Officer of any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or
downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or
downgrade (as applicable).
“Series 2021-2 DBRS Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2021-2 DBRS Investment Grade Manufacturer that is not a Series 2021-2 DBRS
Investment Grade Program Vehicle as of such date.
“Series 2021-2 DBRS Investment Grade Program Vehicle ” means, as of any date of determination, any Program
Vehicle manufactured by a Series 2021-2 DBRS Investment Grade Manufacturer that is subject to a Manufacturer Program on
the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as of such date
remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 (Redesignation of Vehicles) of the Lease (or such other
similar section of another Lease, as applicable) as of such date.
“Series 2021-2 DBRS Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2021-2 DBRS Eligible Manufacturer Receivables due from such
Manufacturer.
“Series 2021-2 DBRS Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer as
of any date of determination, the excess, if any, of the Series 2021-2 DBRS Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2021-2 Maximum Manufacturer Amount with respect to such Manufacturer as of
such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value of any Eligible
Vehicle included in the Series 2021-2 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes
of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount and designated by HVF III to constitute
Series 2021-2 DBRS Manufacturer Concentration Excess Amounts, as of such date, shall not be included in either of (x) the
Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2 DBRS Non-Liened Vehicle
Concentration Excess Amount as of such date or (y) the Series 2021-2 Medium-Duty Truck Amount for purposes of calculating
the Series 2021-2 DBRS Medium- Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book Value of any
Eligible Vehicle included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2 DBRS
Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 DBRS Non-Liened
Vehicle Concentration Excess Amounts as of such date, shall not be included in the Series 2021-2 DBRS Manufacturer Amount
for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration
Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2021-2 Medium-Duty
Truck Amount for purposes of calculating the Series 2021-2 DBRS Medium-Duty Truck Concentration Excess Amount and
designated by HVF III to constitute Series 2021-2 DBRS Medium-Duty Truck Concentration Excess Amounts as of such date,
shall not be included in the Series 2021-2 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount, as of such date, (iv) the amount of
any Series 2021-2 DBRS Eligible Manufacturer Receivables included in the Series 2021-2 DBRS Eligible Non-Investment
Grade (High) Program Receivable Amount for purposes of calculating the Series 2021-2 DBRS Non-Investment Grade (High)
Program Receivable Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 DBRS Non-
Investment Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series
2021-2 DBRS Manufacturer Amount for the Manufacturer with respect to such Series 2021-2 DBRS Eligible Manufacturer
Receivable for purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount, as of such date,
and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2021-2 DBRS Eligible
Manufacturer Receivables are to be designated as constituting (A) Series 2021-2 DBRS Non- Liened Vehicle Concentration
Excess Amounts, (B) Series 2021-2 DBRS Medium-Duty Truck Concentration Excess Amounts, (C) Series 2021-2 DBRS
Manufacturer Concentration Excess Amounts and (D) Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2021-2 DBRS Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2021-2 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2021- 2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2
DBRS Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 DBRS
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-2 DBRS
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-2 DBRS
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 DBRS Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 DBRS Medium-Duty Truck Concentration
Excess Amounts, as of such date, shall not be included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of
calculating the Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amount, as of such date, (iii) the Net Book
Value of any Eligible Vehicle included in the Series 2021-2 DBRS Manufacturer Amount for the Manufacturer of such Eligible
Vehicle for purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount and designated by
HVF III to constitute Series 2021-2 DBRS Manufacturer Concentration Excess Amounts, as of such date, shall not be included in
the Series 2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 DBRS Medium-Duty Truck
Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value
thereof) are to be designated as constituting (A) Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amounts, (B)
Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amount and (C) Series 2021-2 DBRS Manufacturer
Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2021-2 DBRS MTM/DT Advance Rate Adjustment ” means, as of any date of
determination,
(i) with respect to the Series 2021-2 DBRS Eligible Investment Grade Non-Program
Vehicle Amount, a percentage equal to the product of (i) the Series 2021-2 Failure Percentage as of such date and (ii) the
Series 2021-2 DBRS Concentration Adjusted Advance Rate with respect
to the Series 2021-2 DBRS Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2021-2 DBRS Eligible Non-Investment Grade Non- Program Vehicle Amount, a
percentage equal to the product of (i) the Series 2021-2 Failure Percentage as of such date and (ii) the Series 2021-2
DBRS Concentration Adjusted Advance Rate with respect to the Series 2021-2 DBRS Eligible Non-Investment Grade
Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2021-2 DBRS AAA Component, zero.
“Series 2021-2 DBRS Non-Investment Grade (High) Manufacturer ” means, as of any date of determination, any
Manufacturer that (a) has a Relevant DBRS Rating as of such date of (i) less than “BBB(L)” and (ii) at least “BB(L)”, or (b) if
such Manufacturer does not have a Relevant DBRS Rating as of such date, then has a DBRS Equivalent Rating of (i) less than
“BBB(L)” as of such date and (ii) at least “BB(L)” as of such date; provided that, upon any withdrawal or downgrade of any
rating of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any Equivalent Rating Agency), such
Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such
withdrawal or downgrade (as applicable) by DBRS (or, if such Manufacturer is not rated by DBRS, such Equivalent Rating
Agency) for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of any of the
Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the
date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2021-2 DBRS Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2021-2 DBRS Eligible Non- Investment Grade (High) Program Receivable Amount with respect
to such Series 2021-2 DBRS Non- Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate Asset
Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any Series
2021-2 DBRS Eligible Manufacturer Receivables with respect to any Series 2021-2 DBRS Non- Investment Grade (High)
Manufacturer included in the Series 2021-2 DBRS Manufacturer Amount for purposes of calculating the Series 2021-2 DBRS
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 DBRS Manufacturer
Concentration Excess Amounts as of such date, shall not be included in the Series 2021-2 DBRS Eligible Non-Investment Grade
(High) Program Receivable Amount for purposes of calculating the Series 2021-2 DBRS Non-Investment Grade (High) Program
Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables are to be designated as
constituting (A) Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amounts and
(B) Series 2021-2 DBRS Manufacturer Concentration Excess Amounts, in each case as of such date, shall be made iteratively by
HVF III in its reasonable discretion.
“Series 2021-2 DBRS Non-Investment Grade (High) Program Vehicle ” means, as of any date of determination,
any Program Vehicle manufactured by a Series 2021-2 DBRS Non-Investment Grade (High) Manufacturer that is or was subject
to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been
redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of
Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-2 DBRS Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination, any
Manufacturer that has a Relevant DBRS Rating as of such date of less than “BB(L)”(or, if such Manufacturer does not have a
Relevant DBRS Rating as of such date, a DBRS
Equivalent Rating of “BB(L)”) as of such date; provided that, upon any withdrawal or downgrade of any rating
of any Manufacturer by DBRS (or, if such Manufacturer is not rated by DBRS, any DBRS Equivalent Rating), such
Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such
withdrawal or downgrade (as applicable) DBRS (or, if such Manufacturer is not rated by DBRS, such Equivalent Rating
Agency) for a period of thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the
Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee
notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2021-2 DBRS Non-Investment Grade (Low) Program Vehicle ” means, as of any date of determination,
any Program Vehicle manufactured by a Series 2021-2 DBRS Non-Investment Grade (Low) Manufacturer that is or was subject
to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been
redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of
Vehicles) of the Lease (or such other similar section of another master motor vehicle operating lease, as applicable) as of such
date.
“Series 2021-2 DBRS Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2021-2 DBRS Non-Investment Grade (High) Manufacturer or a Series
2021-2 DBRS Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2021-2 DBRS Non-Investment Grade (High)
Program Vehicle or a Series 2021-2 DBRS Non-Investment Grade (Low) Program Vehicle, in each case as of such date.
“Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2021-2 Non-Liened Vehicle Amount as of such either (x) 10.00% of the
Aggregate Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service
asserting that HVF III owes tax as a result of being a “publicly traded partnership” treated as a corporation for U.S. federal
income tax purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination”
within the meaning of Section 1313(a) of the Code that HVF III is not a “publicly traded partnership” treated as a corporation for
U.S. federal income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of
calculating such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2021-2 Non-
Liened Vehicle Amount for purposes of calculating the Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amount
and designated by HVF III to constitute Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amounts, as of such
date, shall not be included in the Series 2021-2 DBRS Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book
Value of any Eligible Vehicle included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series
2021-2 DBRS Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 DBRS
Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-2 Medium-Duty
Truck Amount for purposes of calculating the Series 2021-2 DBRS Medium-Duty Truck Concentration Excess Amount, as of
such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2021-2 DBRS Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-2 DBRS Manufacturer Concentration Excess
Amount and designated by HVF III to constitute Series 2021-2 DBRS Manufacturer Concentration Excess Amounts, as of such
date, shall not be included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2
DBRS Non- Liened Vehicle Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles
(or the Net Book Value thereof) are to be designated as constituting (A) Series 2021-2 DBRS Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2021-2 DBRS Medium-Duty Truck Concentration Excess Amount and (C) Series 2021-2 DBRS
Manufacturer Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2021-2 DBRS Remainder AAA Amount ” means, as of any date of determination, the excess, if any, of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(x) the Series 2021-2 DBRS Eligible Investment Grade Program Vehicle Amount as of such date,
(y) the Series 2021-2 DBRS Eligible Investment Grade Program Receivable Amount as of such date,
(z) the Series 2021-2 DBRS Eligible Non-Investment Grade Program Vehicle Amount as of such date,
(aa) the Series 2021-2 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount as
of such date,
(bb) the Series 2021-2 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(cc) the Series 2021-2 DBRS Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(dd) the Series 2021-2 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(ee) the Cash Amount as of such date, and
(ff) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2021-2 Deposit Date ” means each Business Day on which any Collections are deposited into the
Collection Account.
“Series 2021-2 Disposed Vehicle Threshold Number ” means (a) for any Determination Date on which the sum
of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is greater than or equal to $6,000,000,000, 13,500 vehicles, (b) for any Determination Date on which the
sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles and (c) for any
Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.
“Series 2021-2 Distribution Account ” has the meaning specified in Section 4.2(a)(iii) (Series 2021-2 Accounts)
of this Series 2021-2 Supplement.
“Series 2021-2 Excess Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the excess, if any, of (i) the Series 2021-2 Administrator Fee Amount with respect to such Payment Date over (ii) the Series
2021-2 Capped Administrator Fee Amount with respect to such Payment Date.
“Series 2021-2 Excess Operating Expense Amount ” means, with respect to any Payment Date the excess, if any,
of (i) the Series 2021-2 Operating Expense Amount with respect to such Payment Date over (ii) the Series 2021-2 Capped
Operating Expense Amount with respect to such Payment Date.
“Series 2021-2 Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
excess, if any, of (i) the Series 2021-2 Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2021-2 Capped
Trustee Fee Amount with respect to such Payment Date.
“Series 2021-2 Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus
the lower of (x) the lowest Series 2021-2 Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination
Date (including such date of determination) within the preceding twelve (12) calendar months (or such fewer number of months
as have elapsed since the Series 2021-2 Closing Date) and (y) the lowest Series 2021-2 Market Value Average as of any
Determination Date within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since
the Series 2021-2 Closing Date).
“Series 2021-2 Floating Allocation Percentage ” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2021-2 Adjusted Asset Coverage Threshold Amount as of such date and the
denominator of which is the Aggregate Asset Coverage Threshold Amount as of such date.
“Series 2021-2 Interest Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2021-2
Accounts) of this Series 2021-2 Supplement.
“Series 2021-2 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 2021-2 Interest Period shall commenced on and included the Series 2021-2 Closing
Date and ended on and included July 26, 2021.
“Series 2021-2 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,
(i) the numerator of which shall be equal to:
(x) during the Series 2021-2 Revolving Period, the Series 2021-2 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the immediately preceding Related
Month (or, until the end of the initial Related Month after the Series 2021-2 Closing Date, on the Series
2021-2 Closing Date),
(y) during any Series 2021-2 Controlled Amortization Period and the Series 2021-2 Rapid
Amortization Period, but prior to the first date on which an Amortization Event has been declared or has
automatically occurred with respect to all Series of Notes, the Series 2021-2 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the Series 2021-2 Revolving Period, and
( z ) on and after the first date on which an Amortization Event has been declared or
automatically occurred with respect to all Series of Notes, the Series 2021-2 Adjusted Asset Coverage
Threshold Amount as of the close of business on the day immediately prior to such first date on which
an Amortization Event has been declared or automatically occurred with respect to all Series of Notes,
and
(ii) the denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the
same date used to determine the numerator in clause (i); provided that, if the principal amount of any other
Series of Notes shall have been reduced to zero on any date after the date used to determine the numerator in
clause (i)(z), then the Asset Coverage Threshold Amount with respect to such Series of Notes shall be excluded
from the calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date
of determination following the date on which the principal amount of such other Series of Notes shall have been
reduced to zero;
(b) when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of
which shall be the Series 2021-2 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.
Notwithstanding the foregoing and for the avoidance of doubt, on any date of determination after the date on
which the Series 2021-2 Principal Amount shall have been reduced to zero, the Series 2021-2 Invested Percentage shall equal
zero.
“Series 2021-2 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 that pursuant to Section 5.2(a) (Collections Account) would have been
deposited into the Series 2021-2 Interest Collection Account if all payments of Monthly Variable Rent required to have been
made under the Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Interest Collections that pursuant to Section 5.2(a) (Collections Account)
have been received for deposit into the Series 2021-2 Interest Collection Account from but excluding the preceding Payment
Date to and including such Payment Date.
“Series 2021-2 Lease Payment Deficit ” means either a Series 2021-2 Lease Interest Payment Deficit or a Series
2021-2 Lease Principal Payment Deficit.
“Series 2021-2 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 2021-2 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) all amounts deposited into the Series 2021-2 Principal Collection Account on or prior to such Payment
Date on account of such Series 2021-2 Lease Principal Payment Deficit.
“Series 2021-2 Lease Principal Payment Deficit ” means on any Payment Date the sum of
(a) the Series 2021-2 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2021-2 Lease Principal
Payment Carryover Deficit for such Payment Date.
“Series 2021-2 Liquidation Event ” means, so long as such event or condition continues:
(a) any Amortization Event with respect to the Series 2021-2 Notes described in clauses (a) through (d) of
Section 7.1 (Amortization Events) of this Series 2021-2 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein);
(b) any Amortization Event with respect to the Series 2021-2 Notes described in clauses (e) through (g) of
Section 7.1 (Amortization Events) of this Series 2021-2 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein) after declaration thereof by the Majority Series 2021-
2 Controlling Class; or
(c) any Amortization Event specified in clauses (a) or (b) of Article IX of the Base Indenture after declaration
thereof by the Majority Series 2021-2 Controlling Class.
Each Series 2021-2 Liquidation Event shall be a “Limited Liquidation Event of Default” with respect to the
Series 2021-2 Notes.
“Series 2021-2 Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage
set forth opposite such Manufacturer in such table; provided that the Manufacturer Limit for Tesla may be increased by an
amount not to exceed 15.00% subject to satisfaction of the Rating Agency Condition.
Manufacturer
Manufacturer Limit
Audi
12.50%
BMW
12.50%
Chrysler
55.00%
Fiat
12.50%
Ford
55.00%
GM
55.00%
Honda
55.00%
Hyundai
55.00%
Jaguar
12.50%
Kia
55.00%
Land Rover
12.50%
Lexus
12.50%
Mazda
35.00%
Mercedes
12.50%
Nissan
55.00%
Subaru
12.50%
Tesla
17.50%
Toyota
55.00%
Volkswagen
55.00%
Volvo
35.00%
Hyundai & Kia Combined
55.00%
Chrysler & Fiat Combined
55.00%
Volkswagen & Audi Combined
55.00%
Any other individual Manufacturer
10.00%
“Series 2021-2 Market Value Average ” means, as of any date of determination, the percentage equivalent (not to
exceed 100% for purposes of determining additional enhancement) of a fraction, the numerator of which is the average of the
Series 2021-2 Non-Program Fleet Market Value as of the three (3) preceding Determination Dates and the denominator of which
is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three (3) preceding Determination Dates.
“Series 2021-2 Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, an amount equal to the product of (a) the Series 2021-2 Manufacturer Percentage for such Manufacturer and (b)
the Aggregate Asset Amount as of such date.
“Series 2021-2 Measurement Month ” on any Determination Date, means each complete calendar month, or the
smallest number of consecutive complete calendar months preceding such Determination Date, in which at least the Series 2021-
2 Disposed Vehicle Threshold Number of vehicles were sold to unaffiliated third parties ( provided that, HVF III, in its sole
discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Series 2021-2
Measurement Month shall be included in any other Series 2021-2 Measurement Month.
“Series 2021-2 Medium-Duty Truck Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle that is a medium-duty truck for which the Disposition Date has not occurred as of
such date.
“Series 2021-2 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 that pursuant
to Section 5.2(b) (Collections Allocation) would have been deposited into the Series 2021-2 Principal Collection Account if all
payments required to have been made under the Leases from but excluding the preceding Payment Date to and including such
Payment Date were made in full over (b) the aggregate amount of Principal Collections that pursuant to Section 5.2(b)
(Collections Allocation) have been received for deposit into the Series 2021-2 Principal Collection Account from but excluding
the preceding Payment Date to and including such Payment Date.
“Series 2021-2 Moody’s AAA Components ” means each of:
(i) the Series 2021-2 Moody’s Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2021-2 Moody’s Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2021-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2021-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2021-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2021-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2021-2 Moody’s Remainder AAA Amount.
“Series 2021-2 Moody’s AAA Select Component ” means each Series 2021-2 Moody’s AAA Component other
than the Due and Unpaid Lease Payment Amount.
“Series 2021-2 Moody’s Adjusted Advance Rate ” means, as of any date of determination, with respect to any
Series 2021-2 Moody’s AAA Select Component, a percentage equal to the greater of:
(a)
(i) the Series 2021-2 Moody’s Baseline Advance Rate with respect to such Series 2021-2 Moody’s
AAA Select Component as of such date, minus
(ii) the Series 2021-2 Moody’s Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2021-2 Moody’s AAA Select Component, minus
(iii) the Series 2021-2 Moody’s MTM/DT Advance Rate Adjustment as of such date, if any, with respect
to such Series 2021-2 Moody’s AAA Select Component; and
(b) zero.
“Series 2021-2 Moody’s Baseline Advance Rate ” means, with respect to each Series 2021- 2 Moody’s AAA
Select Component, the percentage set forth opposite such Series 2021-2 Moody’s AAA Select Component in the following
table:
Series 2021-2 Moody’s AAA Select Component
Series 2021-2 Moody’s Baseline
Advance Rate
Series 2021-2 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2021-2 Moody’s Eligible Investment Grade Program Receivable
Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade Program Vehicle
Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2021-2 Moody’s Eligible Investment Grade Non-Program Vehicle
Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount
Series 2021-2 Medium-Duty Truck Amount
Cash Amount
Series 2021-2 Moody’s Remainder AAA Amount
95.00%
95.00%
92.00%
92.00%
0.00%
85.00%
85.00%
65.00%
100.00%
0.00%
“Series 2021-2 Moody’s Blended Advance Rate ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2021-2 Moody’s Blended Advance Rate Weighting Numerator and
the denominator of which is the Series 2021-2 Moody’s Blended Advance Rate Weighting Denominator, in each case as of such
date.
“Series 2021-2 Moody’s Blended Advance Rate Weighting Denominator ” means, as of any date of
determination, an amount equal to the sum of each Series 2021-2 Moody’s AAA Select Component, in each case as of such date.
“Series 2021-2 Moody’s Blended Advance Rate Weighting Numerator ” means, as of any date of determination,
an amount equal to the sum of an amount with respect to each Series 2021-2 Moody’s AAA Select Component equal to the
product of such Series 2021-2 Moody’s AAA Select Component and the Series 2021-2 Moody’s Adjusted Advance Rate with
respect to such Series 2021-2 Moody’s AAA Select Component, in each case as of such date.
“Series 2021-2 Moody’s Concentration Adjusted Advance Rate ” means as of any date of
determination,
(i) with respect to the Series 2021-2 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, the excess, if any, of the Series 2021-2 Moody’s Baseline Advance Rate with respect to such
Series 2021-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount over the Series 2021-2 Moody’s
Concentration Excess Advance Rate Adjustment with respect to such Series 2021-2 Moody’s Eligible Investment Grade
Non-Program Vehicle Amount, in each case as of such date, and
(ii) with respect to the Series 2021-2 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2021-2 Moody’s Baseline Advance
Rate with respect to such Series 2021-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount over
the Series 2021-2 Moody’s Concentration Excess Advance Rate Adjustment with respect to such Series 2021-2 Moody’s
Eligible Non-Investment Grade Non-Program Vehicle Amount, in each case as of such date.
“Series 2021-2 Moody’s Concentration Excess Advance Rate Adjustment ” means, with respect to any Series
2021-2 Moody’s AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a
fraction, the numerator of which is (I) the product of (A) the portion of the Series 2021-2 Moody’s Concentration Excess
Amount, if any, allocated to such Series 2021-2 Moody’s AAA Select Component by HVF III and (B) the Series 2021-2
Moody’s Baseline Advance Rate with respect to such Series 2021-2 Moody’s AAA Select Component, and the denominator of
which is (II) such Series 2021-2 Moody’s AAA Select Component, in each case as of such date, and (b) the Series 2021- 2
Moody’s Baseline Advance Rate with respect to such Series 2021-2 Moody’s AAA Component; provided that, the portion of the
Series 2021-2 Moody’s Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the
portion of such Series 2021-2 Moody’s AAA Select Component that was included in determining whether such Series 2021-2
Moody’s Concentration Excess Amount exists.
“Series 2021-2 Moody’s Concentration Excess Amount ” means, as of any date of determination, the sum of (i)
the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if
any, (ii) the Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series
2021-2 Moody’s Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2021-2 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of
calculating this definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2021-2
Moody’s Eligible Manufacturer Receivables, in each case, included in the Series 2021-2 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration
Excess Amount and designated by HVF III to constitute Series 2021-2 Moody’s Manufacturer Concentration Excess Amounts,
as of such date, shall not be included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series
2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2021-2 Medium-Duty Truck
Amount for purposes of calculating the Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date or the Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2021-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of
such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2021-2 Non-Liened Vehicle Amount for
purposes of calculating the Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF
III to constitute Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be
included in the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series 2021-2
Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess
Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series 2021-
2 Medium- Duty Truck Amount for purposes of calculating the Series 2021-2 Moody’s Medium-Duty Truck Concentration
Excess Amount and designated by HVF III to constitute Series 2021-2 Moody’s Medium- Duty Truck Concentration Excess
Amounts as of such date, shall not be included in the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount, as of such
date or the Series 2021- 2 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2 Moody’s Non-Liened
Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2021-2 Moody’s Eligible Manufacturer
Receivables included in the Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for
purposes of calculating the Series 2021-2 Moody’s Non-
Investment Grade (High) Program Receivable Concentration Excess Amount and designated by HVF III to constitute Series
2021-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be
included in the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer with respect to such Series 2021-2 Moody’s
Eligible Manufacturer Receivable for purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess
Amount, as of such date and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2021-2
Moody’s Eligible Manufacturer Receivables are designated as constituting (A) Series 2021-2 Moody’s Non-Liened Vehicle
Concentration Excess Amounts, (B) Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series
2021-2 Moody’s Manufacturer Concentration Excess Amounts and (D) Series 2021-2 Moody’s Non-Investment Grade (High)
Program Receivable Concentration Excess Amounts, in each case, as of such date shall be made iteratively by HVF III in its
reasonable discretion.
“Series 2021-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021- 2 Moody’s Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2021-2 Moody’s Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2021-2 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2021-2 Moody’s Investment Grade Manufacturers.
“Series 2021-2 Moody’s Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2021-2 Moody’s Investment Grade Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2021-2 Moody’s Eligible Manufacturer Receivable ” means, as of any date of
determination:
(i) each Manufacturer Receivable by any Manufacturer that has a Relevant Moody’s
Rating as of such date of at least “A3” pursuant to a Manufacturer Program that, as of such date, has not remained unpaid
for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable;
(ii) each Manufacturer Receivable by any Manufacturer that (a) has a Relevant Moody’s Rating as of such date
of (i) less than “A3” and (ii) at least “Baa3”, pursuant to a Manufacturer Program that, as of such date, has not remained
unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable; and
(iii) each Manufacturer Receivable by a Series 2021-2 Moody’s Non-Investment Grade (High) Manufacturer
or a Series 2021-2 Moody’s Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer
Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the Disposition Date with
respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-2 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2021-2 Moody’s Non-Investment Grade (High) Manufacturers.
“Series 2021-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2021-2 Moody’s Eligible
Manufacturer Receivables, in each case, as of such date by all Series 2021-2 Moody’s Non-Investment Grade (Low)
Manufacturers.
“Series 2021-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date
of determination, the sum of the Net Book Value of each Series 2021-2 Moody’s Non-Investment Grade Non-Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2021-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2021-2 Moody’s Non-Investment Grade (High)
Program Vehicle and each Series 2021-2 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case, for which the
Disposition Date has not occurred as of such date.
“Series 2021-2 Moody’s Investment Grade Manufacturer ” means, as of any date of determination, (a) any
Manufacturer that has a Relevant Moody’s Rating as of such date of at least “Baa3”, and (b) any Manufacturer that (i) does not
have a Relevant Moody’s Rating of at least “Baa3” as of such date, (ii) does not have a long-term corporate family rating from
Moody’s as of such date, and (iii) has a long-term senior unsecured debt rating from Moody’s of at least “Ba1” as of such date;
provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in
HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade
(as applicable) by Moody’s for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of
any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and
(y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2021-2 Moody’s Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2021-2 Moody’s Investment Grade Manufacturer that is not a Series 2021-2 Moody’s
Investment Grade Program Vehicle as of such date.
“Series 2021-2 Moody’s Investment Grade Program Vehicle ” means, as of any date of determination, any
Program Vehicle manufactured by a Series 2021-2 Moody’s Investment Grade Manufacturer that is subject to a Manufacturer
Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as
of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease
(or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-2 Moody’s Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2021-2 Moody’s Eligible Manufacturer Receivables with respect to such
Manufacturer.
“Series 2021-2 Moody’s Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer
as of any date of determination, the excess, if any, of the Series 2021-2 Moody’s Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2021-2 Maximum Manufacturer Amount with respect to such Manufacturer as of
such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value of any Eligible
Vehicle included in the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to
constitute Series 2021-2 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in either of (x) the Series 2021-2 Non-Liened Vehicle
Amount for purposes of calculating the Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such
date or (y) the Series 2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 Moody’s Medium-
Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series
2021-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2021-2 Moody’s Non-Liened Vehicle Concentration
Excess Amount and designated by HVF III to constitute Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess
Amounts as of such date, shall not be included in the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount, as of such
date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2021-2 Medium-Duty Truck Amount for purposes
of calculating the Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to
constitute Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess Amounts as of such date, shall not be included in
the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the
Series 2021-2 Moody’s Manufacturer Concentration Excess Amount, as of such date, (iv) the amount of any Series 2021-2
Moody’s Eligible Manufacturer Receivables included in the Series 2021- 2 Moody’s Eligible Non-Investment Grade (High)
Program Receivable Amount for purposes of calculating the Series 2021-2 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2021-2
Moody’s Manufacturer Amount for the Manufacturer with respect to such Series 2021-2 Moody’s Eligible Manufacturer
Receivable for purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount, as of such date,
and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2021-2 Moody’s Eligible
Manufacturer Receivables are to be designated as constituting (A) Series 2021-2 Moody’s Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2021-2 Moody’s
Manufacturer Concentration Excess Amounts and (D) Series 2021-2 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2021-2 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2
Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2021- 2 Moody’s
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-2 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-2 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 Moody’s Medium-Duty Truck
Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-2 Non-Liened Vehicle Amount for
purposes of calculating the Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount, as of such date,(iii) the
Net Book Value of any Eligible Vehicle included in the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer of
such Eligible Vehicle for purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount and
designated by HVF III to constitute Series 2021-2 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall
not be included in the Series 2021-2 Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 Moody’s
Medium-Duty Truck Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the
Net Book Value thereof) are to be designated as constituting (A) Series 2021-2 Moody’s Non-Liened Vehicle
Concentration Excess Amounts, (B) Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount and (C) Series
2021-2 Moody’s Manufacturer Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III
in its reasonable discretion.
“Series 2021-2 Moody’s MTM/DT Advance Rate Adjustment ” means, as of any date of
determination,
(i) with respect to the Series 2021-2 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, a percentage equal to the product of (i) the Series 2021-2 Failure Percentage as of such date
and (ii) the Series 2021-2 Moody’s Concentration Adjusted Advance Rate with respect to the Series 2021-2 Moody’s
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2021-2 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
a percentage equal to the product of (i) the Series 2021-2 Failure Percentage as of such date and (ii) the Series 2021-2
Moody’s Concentration Adjusted Advance Rate with respect to the Series 2021-2 Moody’s Eligible Non-Investment
Grade Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2021-2 Moody’s AAA Component, zero.
“Series 2021-2 Moody’s Non-Investment Grade (High) Manufacturer ” means, as of any date of determination,
any Manufacturer that (a) is not a Series 2021-2 Moody’s Investment Grade Manufacturer as of such date and (b) has a Relevant
Moody’s Rating of at least “Ba3” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto
immediately preceding such withdrawal or downgrade (as applicable) by Moody’s for a period of thirty (30) days following the
earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2021-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2021-2 Moody’s Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount with
respect to such Series 2021-2 Moody’s Non-Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any
Series 2021-2 Moody’s Eligible Manufacturer Receivables with respect to any Series 2021-2 Moody’s Non-Investment Grade
(High) Manufacturer included in the Series 2021-2 Moody’s Manufacturer Amount for purposes of calculating the Series 2021-2
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 Moody’s
Manufacturer Concentration Excess Amounts as of such date, shall not be included in the Series 2021-2 Moody’s Eligible Non-
Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2021-2 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables
are to be designated as constituting (A) Series 2021-2 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts and (B) Series 2021-2 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date, shall be made iteratively by HVF III in its reasonable discretion.
“Series 2021-2 Moody’s Non-Investment Grade (High) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2021-2 Moody’s Non-Investment Grade (High) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as
of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles) of the Lease
(or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-2 Moody’s Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination,
any Manufacturer that has a Relevant Moody’s Rating as of such date of less than “Ba3”; provided that, upon any withdrawal or
downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to
have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) Moody’s for a period of
thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2021-2 Moody’s Non-Investment Grade (Low) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2021-2 Moody’s Non-Investment Grade (Low) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2021-2 Moody’s Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2021-2 Moody’s Non- Investment Grade (High) Manufacturer or a
Series 2021-2 Moody’s Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2021-2 Moody’s Non-Investment
Grade (High) Program Vehicle or a Series 2021-2 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case as of
such date.
“Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount ” as of any date of determination,
the excess, if any, of the Series 2021-2 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the Aggregate
Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service asserting
that HVF III owes tax as a result of being “a publicly traded partnership” treated as a corporation for U.S. federal income tax
purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination” within the
meaning of Section 1313(a) of the Code that HVF III is not a publicly traded partnership treated as a corporation for U.S. federal
income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of calculating such
excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2021-2 Non-Liened Vehicle
Amount for purposes of calculating the Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount and
designated by HVF III to constitute Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such
date, shall not be included in the Series 2021-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2021-2 Moody’s Manufacturer Concentration Excess Amount, as of such date, (ii) the Net
Book Value of any Eligible Vehicle included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of calculating the
Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series
2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2021-2
Medium-Duty Truck Amount for purposes of calculating the Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess
Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2021-2 Moody’s Manufacturer
Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2021-2 Moody’s Manufacturer
Concentration Excess Amount and designated by HVF III to constitute Series 2021-2 Moody’s Manufacturer Concentration
Excess Amounts, as of such date, shall not be included in the Series 2021-2 Non-Liened Vehicle Amount for purposes of
calculating the Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, and (iv) the
determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting (A) Series 2021-2
Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2021-2 Moody’s Medium-Duty Truck Concentration
Excess Amount and (C) Series 2021-2 Moody’s Manufacturer Concentration
Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2021-2 Moody’s Remainder AAA Amount ” means, as of any date of determination, the excess, if any, of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(i) the Series 2021-2 Moody’s Eligible Investment Grade Program Vehicle Amount as of such date,
(ii) the Series 2021-2 Moody’s Eligible Investment Grade Program Receivable Amount as of such
(iii) the Series 2021-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount as of such
date,
date,
(iv) the Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
as of such date,
(v) the Series 2021-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(vi) the Series 2021-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(vii) the Series 2021-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(viii) the Cash Amount as of such date, and
(ix) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2021-2 Non-Liened Vehicle Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle for which the Disposition Date has not occurred as of such date and with respect to
which the Certificate of Title does not note the Collateral Agent as the first lienholder (and, the Certificate of Title with respect to
which has not been submitted to the appropriate state authorities for such notation or the fees due in respect of such notation have
not yet been paid).
“Series 2021-2 Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any
date of determination, the sum of the respective Series 2021-2 Third-Party Market Values of each such Non-Program Vehicle as
of such date.
“Series 2021-2 Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any
Series 2021-2 Measurement Month, commencing with the third Series 2021-2 Measurement Month following the Series 2021-2
Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding
salvage sales) during such Series 2021-2 Measurement Month and the two Series 2021-2 Measurement Months preceding such
Series 2021-2 Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such
Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program
Vehicles.
“Series 2021-2 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders,
the Class D Noteholders and, if the Class E Notes have been issued, the Class E Noteholders, collectively.
“Series 2021-2 Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and, if
the Class E Notes have been issued, the Class E Notes, collectively.
“Series 2021-2 Operating Expense Amount ” means, with respect to any Payment Date, the sum (without
duplication) of (a) the aggregate amount of Series 2021-2 Carrying Charges on such Payment Date (excluding any Series 2021-2
Carrying Charges payable to the Series 2021-2 Noteholders) and (b) the Series 2021-2 Percentage of the Carrying Charges, if
any, payable by HVF III on such Payment Date (excluding any Carrying Charges payable to the Series 2021-2 Noteholders).
“Series 2021-2 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a
Series 2021-2 Lease Principal Payment Deficit, an amount equal to the Series 2021- 2 Invested Percentage with respect to
Principal Collections (as of the Payment Date on which such Series 2021-2 Lease Payment Deficit occurred) of such Past Due
Rent Payment and (b) with respect to any Past Due Rent Payment in respect of a Series 2021-2 Lease Interest Payment Deficit,
an amount equal to the Series 2021-2 Invested Percentage with respect to Interest Collections (as of the Payment Date on which
such Series 2021-2 Lease Payment Deficit occurred) of such Past Due Rent Payment.
“Series 2021-2 Payment Date Available Interest Amount ” means, with respect to each Series 2021-2 Interest
Period, the sum of the Series 2021-2 Daily Interest Allocation for each Series 2021- 2 Deposit Date in such Series 2021-2
Interest Period.
“Series 2021-2 Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without
duplication) of the amounts payable pursuant to Sections 5.3(a) through (g) (Application of Funds in the Series 2021-2 Interest
Collection Account).
“Series 2021-2 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2021-2 Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.
“Series 2021-2 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and
other Liens imposed by law, securing obligations that are not more than thirty (30) days past due or are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (iii) Liens in favor of the Trustee pursuant to any Series 2021-2 Related Document,
Related Document or any other Series Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral
Agency Agreement and (iv) any Lien on any Vehicle arising out of or in connection with the sale of a Vehicle in the ordinary
course. Series 2021-2 Permitted Liens shall be “Series Permitted Liens” with respect to the Series 2021-2 Notes.
“Series 2021-2 Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and, if the Class E Notes
have been issued as of such date, the Class E Principal Amount, in each case, as of such date. The Series 2021-2 Principal
Amount shall be the “Principal Amount” with respect to the Series 2021-2 Notes. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2021-2 Notes it means the Class A Principal Amount, the Class B
Principal Amount, the Class C Principal Amount, the Class D Principal Amount or the Class E Principal Amount, as applicable.
“Series 2021-2 Principal Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2021-2
Accounts) of this Series 2021-2 Supplement.
“Series 2021-2 Principal Collection Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Series 2021-2 Principal Collection Account as of such date.
“Series 2021-2 Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of
business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series 2021-2 Notes is deemed
to have occurred with respect to the Series 2021-2 Notes, and ending upon the earlier to occur of (i) the date on which the Series
2021-2 Notes are paid in full and (ii) the termination of this Series 2021-2 Supplement.
“Series 2021-2 Rating Agency Condition ” means (a) the notification in writing by each Rating Agency then
rating any Class of Series 2021-2 Notes at the request of HVF III that a proposed action will not result in a reduction or
withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, or (b) each Rating Agency then rating
any Class of Series 2021-2 Notes at the request of HVF III shall have been given notice of such event at least ten (10) days prior
to the occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice prior to the occurrence of such event that the occurrence of such
event will itself cause such Rating Agency to downgrade, qualify, or withdraw its rating assigned to such Class. The Series 2021-
2 Rating Agency Condition shall be the “Rating Agency Condition” with respect to the Series 2021-2 Notes.
“Series 2021-2 Related Documents ” means the Related Documents, this Series 2021-2 Supplement and each
Class A/B/C/D Demand Note.
“Series 2021-2 Restatement Date” means October 20, 2023.
“Series 2021-2 Revolving Period” means the period from the Series 2021-2 Closing Date to the earlier of (i) the
commencement of the Series 2021-2 Controlled Amortization Period and (ii) the commencement of the Series 2021-2 Rapid
Amortization Period.
“Series 2021-2 Supplement ” has the meaning specified in the Preamble of this Series 2021-2 Supplement.
“Series 2021-2 Supplemental Indenture” means a supplement to this Series 2021-2 Supplement complying (to the
extent applicable) with the terms of Section 9.9 (Amendments) of this Series 2021-2 Supplement.
“Series 2021-2 Third-Party Market Value ” means, with respect to each Non-Program Vehicle, as of any date of
determination during a calendar month:
(a) if the Series 2021-2 Third-Party Market Value Procedures have been completed for such month, then
(i) the Monthly NADA Mark, if any, for such Non-Program Vehicle obtained in such calendar month
in accordance with such Series 2021-2 Third-Party Market Value Procedures;
(ii) if, pursuant to the Series 2021-2 Third-Party Market Value Procedures, no Monthly NADA Mark
for such Non-Program Vehicle was obtained in such calendar month, then the Monthly Blackbook Mark, if any,
for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2021-2 Third-
Party Market Value Procedures; and
(iii) if, pursuant to the Series 2021-2 Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month
(regardless of whether such value was not obtained because (A) neither a Monthly NADA Mark nor a Monthly
Blackbook Mark was obtained in undertaking the Series 2021-2 Third-Party Market Value Procedures or (B)
such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s reasonable estimation of the fair market value of such
Non-Program Vehicle as of such date of determination; and
(b) until the Series 2021-2 Third-Party Market Value Procedures have been completed for such calendar
month:
(i) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior
to the first day of such calendar month, the Series 2021-2 Third- Party Market Value obtained in the
immediately preceding calendar month, in accordance with the Series 2021-2 Third-Party Market Value
Procedures for such immediately preceding calendar month, and
(ii) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or
after the first day of such calendar month, then the Administrator’s reasonable estimation of the fair market
value of such Non-Program Vehicle as of such date of determination.
“Series 2021-2 Third-Party Market Value Procedures ” means, with respect to each calendar month and each
Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
(a) HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly
NADA Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month,
and
(b) if no Monthly NADA Mark was obtained for any such Non-Program Vehicle described in clause (a) above
upon such attempt, then HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a
Monthly Blackbook Mark for any such Non- Program Vehicle.
“Series 2021-2 Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the Series
2021-2 Percentage of fees payable to the Trustee with respect to the Notes on such Payment Date.
“Series-Specific 2021-2 Collateral” means the Series 2021-2 Account Collateral with respect to each Series
2021-2 Account and each Class A/B/C/D Demand Note. The Series-Specific 2021- 2 Collateral shall be the “Series-Specific
Collateral” with respect to the Series 2021-2 Notes.
“Similar Law” has the meaning specified in Section 2.2(l) (Transfer Restrictions for Global Notes ) of this Series
2021-2 Supplement.
“Treasury Rate” means with respect a Redemption Date, the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two (2) business days prior to such Redemption Date
(or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such Redemption Date to the Expected Final Payment Date; provided that, if the period from the Redemption
Date to the Expected Final Payment Date is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, then the Treasury Rate will be
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period from such Redemption Date to the Expected Final
Payment Date is less than one (1) year, then the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one (1) year will be used.
SCHEDULE II
TO THE SERIES 2021-2 SUPPLEMENT
MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION
Aggregate Principal Amount
Class A Monthly Interest Amount
Class A Principal Amount
Class A/B/C/D Adjusted Principal Amount
Class A/B/C/D Available L/C Cash Collateral Account Amount
Class A/B/C/D Available Reserve Account Amount
Class A/B/C/D Letter of Credit Amount
Class A/B/C/D Letter of Credit Liquidity Amount
Class A/B/C/D Liquid Enhancement Amount
Class A/B/C/D Principal Amount
Class A/B/C/D Required Liquid Enhancement Amount
Class A/B/C/D Required Reserve Account Amount
Class A/B/C/D Reserve Account Deficiency Amount
Class B Monthly Interest Amount
Class B Principal Amount
Class C Monthly Interest Amount
Class C Principal Amount
Class D Monthly Interest Amount
Class D Principal Amount
Class E Monthly Interest Amount (if applicable)
Class E Principal Amount (if applicable)
Determination Date
Aggregate Asset Amount
Aggregate Asset Amount Deficiency
Aggregate Asset Coverage Threshold Amount
Asset Coverage Threshold Amount
Carrying Charges
Cash Amount
Collections
Due and Unpaid Lease Payment Amount
Interest Collections
Percentage
Principal Collections
Advance Rate
Asset Coverage Threshold Amount
Payment Date
Series 2021-2 Accrued Amounts
Series 2021-2 Adjusted Asset Coverage Threshold Amount
Series 2021-2 Asset Amount
Series 2021-2 Asset Coverage Threshold Amount
Series 2021-2 Blended Advance Rate
Series 2021-2 Capped Administrator Fee Amount
Series 2021-2 Capped Operating Expense Amount
Series 2021-2 Capped Trustee Fee Amount
Series 2021-2 DBRS Adjusted Advance Rate
Series 2021-2 DBRS Blended Advance Rate
Series 2021-2 DBRS Concentration Adjusted Advance Rate
Series 2021-2 DBRS Concentration Excess Advance Rate Adjustment
Series 2021-2 DBRS Concentration Excess Amount
Series 2021-2 DBRS Eligible Investment Grade Non-Program Vehicle Amount
Series 2021-2 DBRS Eligible Investment Grade Program Receivable Amount
Series 2021-2 DBRS Eligible Investment Grade Program Vehicle Amount
Series 2021-2 DBRS Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2021-2 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2021-2 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2021-2 DBRS Eligible Non-Investment Grade Program Vehicle Amount
Series 2021-2 DBRS Manufacturer Concentration Excess Amount
Series 2021-2 DBRS Medium-Duty Truck Concentration Excess Amount
Series 2021-2 DBRS MTM/DT Advance Rate Adjustment
Series 2021-2 DBRS Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2021-2 DBRS Non-Liened Vehicle Concentration Excess Amount
Series 2021-2 DBRS Remainder AAA Amount
Series 2021-2 Excess Administrator Fee Amount
Series 2021-2 Excess Operating Expense Amount
Series 2021-2 Excess Trustee Fee Amount
Series 2021-2 Failure Percentage
Series 2021-2 Floating Allocation Percentage
Series 2021-2 Administrator Fee Amount
Series 2021-2 Trustee Fee Amount
Series 2021-2 Interest Period
Series 2021-2 Invested Percentage
Series 2021-2 Market Value Average
Series 2021-2 Medium-Duty Truck Amount
Series 2021-2 Moody’s Adjusted Advance Rate
Series 2021-2 Moody’s Blended Advance Rate
Series 2021-2 Moody’s Concentration Adjusted Advance Rate
Series 2021-2 Moody’s Concentration Excess Advance Rate Adjustment
Series 2021-2 Moody’s Concentration Excess Amount
Series 2021-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
Series 2021-2 Moody’s Eligible Investment Grade Program Receivable Amount
Series 2021-2 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2021-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
Series 2021-2 Moody’s Manufacturer Concentration Excess Amount
Series 2021-2 Moody’s Medium-Duty Truck Concentration Excess Amount
Series 2021-2 Moody’s MTM/DT Advance Rate Adjustment
Series 2021-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2021-2 Moody’s Non-Liened Vehicle Concentration Excess Amount
Series 2021-2 Moody’s Remainder AAA Amount
Series 2021-2 Non-Liened Vehicle Amount
Series 2021-2 Non-Program Fleet Market Value
Series 2021-2 Non-Program Vehicle Disposition Proceeds Percentage Average
Series 2021-2 Percentage
Series 2021-2 Principal Amount
Series 2021-2 Principal Collection Account Amount
Series 2021-2 Rapid Amortization Period
On or before the second Business Day following the Trustee’s receipt of a Monthly Noteholders’ Statement, the Trustee shall
post, or cause to be posted, a copy of such Monthly Noteholders’ Statement to https://gctinvestorreporting.bnymellon.com (or
such other website maintained by the Trustee and available to the Series 2021-2 Noteholders, as designated from time to time by
the Trustee).
EXHIBIT 4.7
EXECUTION VERSION
HERTZ VEHICLE FINANCING III LLC,
as Issuer,
THE HERTZ CORPORATION,
as Administrator, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary
____________
AMENDED AND RESTATED SERIES 2022-1 SUPPLEMENT
dated as of October 20, 2023 to
BASE INDENTURE
dated as of June 29, 2021
____________
$525,000,000 Series 2022-1 1.99% Rental Car Asset Backed Notes, Class A
$60,000,000 Series 2022-1 2.19% Rental Car Asset Backed Notes, Class B
$67,500,000 Series 2022-1 2.63% Rental Car Asset Backed Notes, Class C
$97,500,000 Series 2022-1 4.85% Rental Car Asset Backed Notes, Class D
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND CONSTRUCTION 3
Section 1.1 Defined Terms and References 3
Section 1.2 Rules of Construction 3
ARTICLE II ISSUANCE OF SERIES 2022-1 NOTES; FORM OF SERIES 2022-1 NOTES 4
Section 2.1 Issuance 4
Section 2.2 Transfer Restrictions for Global Notes 6
Section 2.3 Definitive Notes 11
Section 2.4 Legal Final Payment Date 11
Section 2.5 Required Series Noteholders 11
Section 2.6 FATCA 11
ARTICLE III INTEREST AND INTEREST RATES 12
Section 3.1 Interest 12
ARTICLE IV SERIES-SPECIFIC COLLATERAL 12
Section 4.1 Granting Clause 12
Section 4.2 Series 2022-1 Accounts 13
Section 4.3 Trustee as Securities Intermediary 15
Section 4.4 Demand Notes 16
Section 4.5 Subordination 17
Section 4.6 Duty of the Trustee 17
Section 4.7 Representations of the Trustee 17
ARTICLE V PRIORITY OF PAYMENTS 17
Section 5.1 [Reserved] 17
Section 5.2 Collections Allocation. 17
Section 5.3 Application of Funds in the Series 2022-1 Interest Collection Account 17
Section 5.4 Application of Funds in the Series 2022-1 Principal Collection Account 19
Section 5.5 Class A/B/C/D Reserve Account Withdrawals 20
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes 21
Section 5.7 Past Due Rental Payments 23
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account 24
Section 5.9 Certain Instructions to the Trustee 27
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment 27
ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING
CONDITIONS 27
Section 6.1 Representations and Warranties 27
Section 6.2 Covenants 28
Section 6.3 Closing Conditions 29
Section 6.4 Further Assurances 29
ARTICLE VII AMORTIZATION EVENTS 30
Section 7.1 Amortization Events 30
ARTICLE VIII SUBORDINATION OF NOTES 32
Section 8.1 Subordination of Class B Notes 32
Section 8.2 Subordination of Class C Notes 33
Section 8.3 Subordination of Class D Notes 33
Section 8.4 Subordination of Class E Notes 33
TABLE OF CONTENTS
(continued)
Page
Section 8.5 When Distribution Must be Paid Over 33
ARTICLE IX GENERAL 34
Section 9.1 Optional Redemption of the Series 2022-1 Notes 34
Section 9.2 Information 34
Section 9.3 Confidentiality 34
Section 9.4 Ratification of Base Indenture 35
Section 9.5 Notice to the Rating Agencies 35
Section 9.6 Third Party Beneficiary 35
Section 9.7 Execution in Counterparts; Electronic Execution 35
Section 9.8 Governing Law 35
Section 9.9 Amendments 36
Section 9.10 Administrator to Act on Behalf of HVF III 38
Section 9.11 Successors 38
Section 9.12 Termination of Series Supplement 38
Section 9.13 Electronic Execution 38
Section 9.14 Additional UCC Representations 38
Section 9.15 Notices 39
Section 9.16 Submission to Jurisdiction 40
Section 9.17 Waiver of Jury Trial 40
Section 9.18 Issuance of Class E Notes 40
Section 9.19 Trustee Obligations under the Retention Requirements 42
Section 9.20 Amendment and Restatement; No Novation 42
SCHEDULE I TO THE SERIES 2022-1 SUPPLEMENT 45
SCHEDULE II TO THE SERIES 2022-1 SUPPLEMENT 77
TABLE OF CONTENTS
(continued)
Page
EXHIBITS AND SCHEDULES
Schedule I Schedule
II
List of Defined Terms
Monthly Noteholders’ Statement Information
Exhibit A-1-1
Form of Series 2022-1 144A Global Class A Note
Exhibit A-1-2
Form of Series 2022-1 Regulation S Global Class A Note
Exhibit A-2-1
Form of Series 2022-1 144A Global Class B Note
Exhibit A-2-2
Form of Series 2022-1 Regulation S Global Class B Note
Exhibit A-3-1
Form of Series 2022-1 144A Global Class C Note
Exhibit A-3-2
Form of Series 2022-1 Regulation S Global Class C Note
Exhibit A-4-1
Form of Series 2022-1 144A Global Class D Note
Exhibit A-4-2
Form of Series 2022-1 Regulation S Global Class D Note
Exhibit B-1
Form of Demand Notice
Exhibit B-2
Form of Class A/B/C/D Demand Note
Exhibit C
Form of Reduction Notice Request Class A/B/C/D Letter of Credit
Exhibit D
Form of Lease Payment Deficit Notice
Exhibit E-1
Form of Transfer Certificate from 144A Global Note to Regulation S Global Note
Exhibit E-2
Form of Transfer Certificate from Regulation S Global Note to 144A Global Note
Exhibit F
Form of Class A/B/C/D Letter of Credit
AMENDED AND RESTATED SERIES 2022-1 SUPPLEMENT dated as of October 20,
2023 (“Series 2022-1 Supplement ”) among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“ Hertz”
or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided
in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “ Securities
Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27,
2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”), each between HVF III and the Trustee.
PRELIMINARY STATEMENT
WHEREAS, HVF III, Hertz and the Trustee entered into the Series 2022-1 Supplement, dated as of June 30, 2021 (the
“Original Series 2022-1 Supplement ”), pursuant to which HVF III issued the Series 2022-1 Notes, including the Series 2022-1
4.85% Rental Car Asset Backed Notes, Class D with a CUSIP number of 42806MAM1 and an ISIN number of
US42806MAM10 (the “Original Class D 144A Global Note”);
WHEREAS, HVF III, Hertz and the Trustee entered into Amendment No. 1 to Series 2022-1 Supplement, dated as of
June 27, 2022 (the “First Amendment to the Series 2022-1 Supplement ”, and together with the Original Series 2022-1
Supplement, as amended, the “Amended Series 2022-1 Supplement”), pursuant to which HVF III, Hertz and the Trustee
amended the Original Series 2022-1 Supplement for the benefit of the Series 2022-1 Noteholders to, among other things, amend
(i) the minimum denomination of the Original Class D 144A Global Note and (ii) the definition of “Series 2022-1 Liquidation
Event”;
WHEREAS, Section 9.9(a) (Amendments—Without the Consent of the Series 2022-1 Noteholders ) of the Amended
Series 2022-1 Supplement permits HVF III and the Trustee to amend the Amended Series 2022-1 Supplement in writing,
without the consent of any Series 2022-1 Noteholder, subject to certain conditions set forth in the Amended Series 2022-1
Supplement;
WHEREAS, Section 9.9(a)(viii) (Amendments—Without the Consent of the Series 2022-1 Noteholders ) of the Amended
Series 2022-1 Supplement provides that HVF III and the Trustee, at any time and from time to time, may enter into an
amendment to the Amended Series 2022-1 Supplement without the consent of any Series 2022-1 Noteholder to effect any other
amendment not listed in Section 9.9(a) (Amendments—Without the Consent of the Series 2022-1 Noteholders ) that does not
materially adversely affect the interests of the Series 2022-1 Noteholders; provided that any such amendment requires (i) an
Officer’s Certificate of HVF III that such amendment shall not materially adversely affect the interests of the Series 2022-1
Noteholders, (ii) satisfaction of the Series 2022-1 Rating Agency Condition with respect to such amendment, and (iii) notice to
each Rating Agency of such amendment promptly after its execution;
WHEREAS, HVF III desires to amend and restate the Amended Series 2022-1 Supplement for the benefit of the Series
2022-1 Noteholders to, among other things, (i) issue the Class D Notes that can be transferred or resold outside the United
States to non-U.S. persons (as such term is defined in Regulation S) in transactions in compliance with Regulation S, and (ii)
remove the requirement for each transferee of the Class D Notes to deliver a letter of representation to the Trustee and the
Servicer in connection with such transfer (collectively, the “Class D Amendments”);
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate that the Class D Amendments herein that are
being implemented in accordance with Section 9.9(a)(viii) (Amendments—
Without the Consent of the Series 2022-1 Noteholders ) of the Amended Series 2022-1 Supplement do not materially adversely affect
the interests of the Series 2022-1 Noteholders;
WHEREAS, the Series 2022-1 Rating Agency Condition is satisfied with respect to the Class D Amendments described
herein;
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
the Class D Amendments herein contained comply with the requirements of Section 9.9(d) (Series 2022-1 Supplemental
Indentures) of the Amended Series 2022-1 Supplement;
WHEREAS, in connection with the Class D Amendments, HVF III has (i) authorized and directed the Trustee to cancel
the Original Class D 144A Global Note on the date hereof and (ii) requested the Trustee to (A) authenticate (1) one 144A Global
Note registered in the name of Cede & Co., as nominee of The Depository Trust Company, representing an aggregate of
$97,500,000 in the principal amount of the HVF III’s Series 2022-1 4.85% Rental Car Asset Backed Notes, Class D, having a
CUSIP number of 42806MAM1 and an ISIN number of US42806MAM10 (the “Re-issued Class D 144A Global Note ”) and (2)
one Regulation S Global Note registered in the name of Cede & Co., as nominee of The Depository Trust Company,
representing an aggregate of $0 in the principal amount of HVF III’s Series 2022-1 4.85% Rental Car Asset Backed Notes, Class
D, having a CUSIP number of U4280MAM3 and an ISIN number of USU4280MAM39 (the “Class D Regulation S Global
Note” and, together with the Re-issued Class D 144A Global Note, the “ Restatement Date Class D Notes”), and (B) deliver said
authenticated Restatement Date Class D Notes to, or for the account of The Depository Trust Company, against receipt therefor;
WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2022-1 Supplement to confirm certain
representations, warranties and covenants made by it in such capacity for the benefit of the Series 2022-1 Noteholders; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
DESIGNATION
Supplement, and such Series of Notes was designated as Series 2022-1 Rental Car Asset Backed Notes.
A Series of Notes was created and issued pursuant to the Base Indenture and the Original Series 2022-1
On the Series 2022-1 Closing Date, the following classes of Series 2022-1 Rental Car Asset Backed Notes were
issued:
(i) the Series 2022-1 1.99% Rental Car Asset Backed Notes, Class A (as referred to herein, the “ Class A
Notes”);
(ii) the Series 2022-1 2.19% Rental Car Asset Backed Notes, Class B (as referred to herein, the “ Class B
Notes”);
(iii) the Series 2022-1 2.63% Rental Car Asset Backed Notes, Class C (as referred to herein, the “ Class C
Notes”); and
(iv) the Original Class D 144A Global Note.
Subsequent to the Series 2022-1 Closing Date, HVF III may on any date during the Series 2022-1 Revolving
Period offer and sell additional Series 2022-1 Notes in a single Class (which may, but is not required to be comprised of one or
more Subclasses and/or Tranches), subject to satisfaction of the
conditions set forth in Section 9.18 (Issuance of Class E Notes) of this Series 2022-1 Supplement, which, if issued, shall be
designated as the Series 2022-1 Fixed Rate Rental Car Asset Backed Notes, Class E, and referred to herein as the “Class E
Notes”.
On the Series 2022-1 Restatement Date, the Original Class D 144A Global Note shall be cancelled, and the
Restatement Date Class D Notes shall be issued and authenticated.
The Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, and, if issued, the Class E
Notes, are referred to herein collectively as the “Series 2022-1 Notes”. The Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes are referred to herein collectively as the “Class A/B/C/D Notes”.
The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Class D Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 Defined Terms and References . Capitalized terms used herein shall have the meanings assigned to such
terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article,
Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles,
Sections or Subsections of this Series 2022-1 Supplement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2022-1 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise
stated herein, all references herein to the “Series 2022-1 Supplement” shall mean the Base Indenture, as supplemented hereby.
Section 1.2 Rules of Construction. In this Series 2022-1 Supplement, including the preamble, recitals, attachments,
schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to an agreement or document shall include the preamble, recitals, all attachments, schedules,
annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such
attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented, restated and
otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless
otherwise stated);
(c) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are not prohibited by this Series 2022-1 Supplement, and reference to any Person in a particular capacity
only refers to such Person in such capacity;
(d) reference to any gender includes the other gender;
(e) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or
reenacted, in whole or in part, and in effect from time to time;
(f) “including” (and with correlative meaning “include”) means including without limiting the generality of any
description preceding such term;
(g) with respect to the determination of any period of time, “from” means “from and including” and “to” means
“to but excluding”;
(h) references to sections of the Code also refer to any successor sections;
(i) reference to any Related Document or other contract or agreement means such Related Document, contract or
agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if
such amendment, supplement or modification is permitted by the Base Indenture and the other applicable Related Documents;
and
(j) the language used in this Series 2022-1 Supplement will be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction will be applied against any party.
ARTICLE II
ISSUANCE OF SERIES 2022-1 NOTES; FORM OF SERIES 2022-1 NOTES
Section 2.1 Issuance.
(a) Initial Issuance on the Series 2022-1 Closing Date . On the terms and conditions set forth in this Series 2022-1
Supplement, HVF III shall issue, and shall cause the Trustee to authenticate, the initial Class A/B/C/D Notes on the Series 2022-
1 Closing Date. Such Class A/B/C/D Notes shall:
(i) had, with respect to each Class of Series 2022-1 Notes, the initial principal amount equal to the Class Initial
Principal Amount for such Class;
(ii) had, with respect to each Class of Series 2022-1 Notes, the interest rate set forth in the definition of Note
Rate for such Class;
(iii) were dated the Series 2022-1 Closing Date;
(iv) had, with respect to each Class of Series 2022-1 Notes, the maturity date set forth in the definition of Legal
Final Payment Date for such Class;
(v) were rated, with respect to the Class A Notes, Class B Notes and Class C Notes, by Moody’s and Fitch and,
with respect to the Class D Notes, by Moody’s; and
(vi) were duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-1
Supplement.
(b) Issuance on the Series 2022-1 Restatement Date . On the terms and conditions set forth in this Series 2022-1
Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D Notes on the Series
2022-1 Restatement Date. Such Restatement Date Class D Notes shall:
(i) have the initial principal amount equal to the Class Initial Principal Amount for the Class D Notes;
(ii) have the interest rate set forth in the definition of Note Rate for the Class D Notes;
(iii) be dated the Series 2022-1 Restatement Date;
(iv) have, with respect to each Class of Series 2022-1 Notes, the maturity date set forth in the definition of
Legal Final Payment Date for the Class D Notes;
(v) be rated by Moody’s and DBRS; and
(vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-1
Supplement.
(c) Form of the Class A/B/C/D Notes. The Class A/B/C Notes were offered and sold by HVF III on the Series
2022-1 Closing Date pursuant to the Class A/B/C Purchase Agreement, and the Original Class D 144A Global Note was sold by
HVF III on the Series 2022-1 Closing Date to the Initial Class D Note Purchaser pursuant to the Class D Purchase Agreement.
The Class A/B/C Notes were 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. On the
Class D Subsequent Issuance Date, the Initial Class D Note Purchaser sold the Original Class D 144A Global Note to the Class
D Subsequent Initial Purchasers pursuant to the Class D Subsequent Purchase Agreement. The Class A/B/C/D Notes following
their initial resale may be transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in accordance with the
procedures described herein. The Class A/B/C/D Notes will be Book-Entry Notes, and DTC will act as the Depository for the
Class A/B/C/D Notes.
(d) Initial Payment Date. Notwithstanding anything herein or in any Series 2022-1 Related Document to the
contrary, the initial Payment Date with respect to the Series 2022-1 Notes shall be February 25, 2022.
(e) 144A Global Notes. Each Class of the Class A/B/C Notes offered and sold in their initial distribution on the
Series 2022-1 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2022-1 Restatement
Date 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 with respect to the Class A Notes in Exhibit A-1-1 to the Original Series 2022-1 Supplement,
with respect to the Class B Notes in Exhibit A-2-1 to the Original Series 2022-1 Supplement, with respect to the Class C Notes in
Exhibit A-3-1 to the Original Series 2022-1 Supplement and with respect to the Restatement Date Class D Notes in Exhibit A-4-
1 to this Series 2022-1 Supplement, in each case
registered in the name of Cede & Co., as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the
“144A Global Notes”). The aggregate principal amount of the 144A Global Notes may from time to time be increased or
decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or
increase in the aggregate principal amount of the corresponding class of Regulation S Global Notes, as hereinafter provided.
Each 144A Global Note shall represent such of the outstanding principal amount of the related Class of Series 2022-1 Notes as
shall be specified in the schedule attached thereto and each shall provide that it shall represent the aggregate principal amount of
such Class of Series 2022-1 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of
outstanding Series 2022-1 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect
exchanges and redemptions of such 144A Global Note. Any endorsement of a 144A Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of the Class of outstanding Series 2022-1 Notes represented thereby shall
be made by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer
Restrictions for Global Notes) hereof.
(f) Regulation S Global Notes. Each Class of the Class A/B/C Notes offered and sold on the Series 2022-1
Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2022-1 Restatement 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 with respect to the Class A Notes in Exhibit A-1-2 to the Original Series 2022-1 Supplement,
with respect to the Class B Notes in Exhibit A-2-2 to the Original Series 2022-1 Supplement, with respect to the Class C Notes in
Exhibit A-3-2 to the Original Series 2022-1 Supplement, and with respect to the Restatement Date Class D Notes in Exhibit A-4-
2 to this Series 2022-1 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with
BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear
and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal amount of the Regulation S Global
Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in
connection with a corresponding decrease or increase of aggregate principal amount of the corresponding 144A Global Notes, as
hereinafter provided. Each Regulation S Global Note shall represent such of the outstanding principal amount of the related
Class of Series 2022- 1 Notes as shall be specified in the schedule attached thereto and each shall provide that it shall represent
the aggregate principal amount of such Class of Series 2022-1 Notes from time to time endorsed thereon and that the aggregate
principal amount of such Class of outstanding Series 2022-1 Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges and redemptions of such Regulation S Global Note. Any endorsement of a
Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of
outstanding Series 2022-1 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF
III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes ) hereof.
Section 2.2 Transfer Restrictions for Global Notes.
(a) A 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 2.2(a) (Transfer Restrictions for Global Notes ) shall not prohibit any
transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the corresponding
Global Note in accordance with Section 2.8 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of
a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.2 (Transfer Restrictions
for Global Notes).
(b) The transfer by a Note Owner holding a beneficial interest in a 144A Global Note to a Person who wishes to
take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed representation
of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) 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 III 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 Note Owner holding a beneficial interest in a 144A Global Note wishes at any time to exchange its
interest in such 144A Global Note for an interest in the corresponding 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 a 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 2.2(c)
(Transfer Restrictions for Global Notes ). 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 144A Global Note to be so exchanged or transferred, (ii) a written
order from HVF III 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 E-1 hereto given by the applicable
Note Owner holding such beneficial interest in such 144A Global Note, the Registrar shall instruct BNY, as custodian of DTC,
to reduce the principal amount of the applicable 144A Global Note, and to increase the principal amount of the applicable
Regulation S Global Note, by the principal amount of the beneficial interest in such 144A 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 such Regulation S
Global Note having a principal amount equal to the amount by which the principal amount of such 144A Global Note was
reduced upon such exchange or transfer.
(d) If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to exchange
its interest in such Regulation S Global Note for an interest in the corresponding 144A 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 corresponding 144A Global Note, such
exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this
Section 2.2(d) (Transfer Restrictions for Global Notes ). 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 such 144A Global Note
in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred,
(ii) a written order from HVF III 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 E-2 hereto given by
such Note Owner, as applicable, holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct
BNY, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note and to increase the principal
amount of such 144A Global Note, by the principal amount of the beneficial interest in such Regulation S 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 such 144A Global Note having a principal amount
equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such exchange or
transfer.
(e) The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and
the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and
the “Customer Handbook” of Clearstream (collectively, the “Applicable Procedures”) shall be applicable to transfers of
beneficial interests in the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes which are in the form of
Class A Global Notes, Class B Global Notes, Class C Global Notes or Class D Global Notes, respectively.
(f) The Class A/B/C/D Notes represented by 144A 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 STATE SECURITIES LAWS. THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING III LLC (“ HVF
III”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“ RULE 144A”), TO A PERSON
IT REASONABLY BELIEVES IS A “ QUALIFIED INSTITUTIONAL BUYER ” AS DEFINED IN RULE
144A (A “ QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF III,
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.
(g) The Class A/B/C/D Notes represented by 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. 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 III LLC (“HVF III”) 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 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.
(h) All Class A/B/C/D Notes represented by Global Notes shall bear the following
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 THE
ISSUER 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.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A
BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT
ANY TIME HELD BY THE ISSUER OR ANY OTHER PERSON TREATED AS THE ISSUER FOR U.S.
FEDERAL INCOME TAX PURPOSES) AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.
(i) All Class A/B/C Notes represented by Global Notes shall bear the following
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT
(AND SHALL BE DEEMED TO REPRESENT) THAT EITHER (I) IT IS NOT AND IS NOT ACTING ON
BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”) OR (D) ANY GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT
IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
(“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY
SUCH PLAN, OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH
NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE (OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW).
IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT
PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ
VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR
RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF
ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT
OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND ANY
COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR
RESPECTIVE AFFILIATES TO ANY PROSPECTIVE TRANSFEREE OF THE NOTES IS RENDERED
SOLELY IN ITS CAPACITY AS THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY
SUCH PROSPECTIVE TRANSFEREE.
(j) The Class D Notes shall bear the following legend:
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST THEREIN MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT IT IS NOT AND IS NOT ACTING
ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“INTERNAL REVENUE CODE”), THAT IS SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR (C) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH EMPLOYEE BENEFIT
PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY(WITHIN THE MEANING OF DEPARTMENT OF
LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) (THE
PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”),
AND IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO
ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE (“SIMILAR LAW ”)
OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY SUCH PLAN, ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH CLASS D NOTES (OR ANY
INTEREST THEREIN) WILL NOT CONSTITUTE A NON-EXEMPT VIOLATION OF ANY
APPLICABLE SIMILAR LAW.
(k) The required legends set forth above shall not be removed from the applicable Class A Notes, Class B Notes,
Class C Notes or Class D 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 III and the Registrar such satisfactory evidence, which may include an Opinion of
Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Class A Note, Class B Note, Class C Notes or Class D Note, as applicable, will not
violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, HVF III shall deliver to
the Trustee an Opinion of Counsel stating that all conditions precedent to such legend removal have been complied with, and the
Trustee at the direction of HVF III shall authenticate and deliver in exchange for such Restricted Note a Class A Note, Class B
Note, Class C Note or Class D Note or Class A Notes, Class B Notes, Class C Notes or Class D Notes, as applicable, 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 A Note, Class B Note, Class C Note or Class D Note as provided above, no other Note issued in exchange
for all or any part of such Class A Note, Class B Note, Class C Note or Class D Note, as applicable, shall bear such legend,
unless HVF III has reasonable cause to believe that such other Class A Note, Class B Note, Class C Note or Class D Note, as
applicable, is a “restricted security” within the meaning of Rule 144A under the Securities Act and instructs the Trustee to cause
a legend to appear thereon.
(l) The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person shall be
made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to
represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any interest therein)
for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (C)
any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the
entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA) or
(D) any governmental, church, non-U.S. or other plan that is subject to any non-U.S. federal, state or local law that is
substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or any entity whose underlying assets
include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such Class A/B/C Notes
(or any interest therein) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or result in a non-exempt violation of any Similar Law.
(m) The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person shall be
made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to
represent) that such transferee is not and is not acting on behalf of, or using the assets of (A) an “employee benefit plan” (as
defined in Section 3(3) of ERISA), that is subject to Title I of ERISA, (B) a “plan”(as defined in Section 4975(e)(1) of the Code),
that is subject to Section 4975 of the Code, or (C) an entity whose underlying assets include “plan assets” by reason of such
employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor
Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA), and if it is a governmental, church, non-U.S. or other
plan that is subject to any Similar Law or an entity whose underlying assets include assets of any such plan, its acquisition and
holding of such Class D Notes or any interest therein will not constitute a violation of any applicable Similar Laws.
(n) Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a Global Note will
be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class A/B/C/D Note for
its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes and not for distribution
in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class A/B/C/D Note and has
such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of
purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not purchasing for the
account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is acquiring such Class
A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S.
Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in
the Class A/B/C/D Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes
shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the
Base Indenture.
Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2022-1 Notes shall be due and payable on the
Legal Final Payment Date.
Section 2.5 Required Series Noteholders. In accordance with Section 2.3 ( Series Supplement for each Series of Notes ) of
the Base Indenture, the Majority Series 2022-1 Noteholders shall be the “Required Series Noteholders” with respect to the Series
2022-1 Notes.
Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest
in the Class A/B/C/D Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture:
(a) Each Series 2022-1 Noteholder (and any Note Owner of any Series 2022-1 Note) will be required to (i)
provide HVF III, the Trustee and their respective agents with any correct, completeand accurate information that may be
required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to comply
with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents deem
necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii) promptly
upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. Each
such holder agrees, or by acquiring such Series 2022-1 Note or an interest in such Series 2022-1 Note will be deemed to agree,
that HVF III may provide such information and any other information regarding its investment in such Series 2022-1 Notes to
the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law. Each Series 2022-
1 Noteholder and Note Owner of any Series 2022-1 Notes also acknowledges that the failure to provide information requested in
connection with FATCA may cause HVF III to withhold on payments to such Series 2022-1 Noteholder (or Note Owner of such
Series 2022-1 Notes) in accordance with applicable law. Any amounts withheld in order to comply with FATCA will not be
grossed up and will be deemed to have been paid in respect of the relevant Series 2022-1 Notes.
(b) HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts otherwise
distributable to any Series 2022-1 Noteholder sufficient funds for the payment of any such tax that, in their respective sole
discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such authorization shall
not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding payment of such tax, if
permitted by law, pending the outcome of such legal proceedings), and to timely remit such amounts to the appropriate taxing
authority. If any Series 2022-1 Noteholder or Note Owner of a Series 2022-1 Note wishes to apply for a refund of any such
withholding tax, HVF III, the Trustee or such other Paying Agent shall reasonably cooperate with such Person in providing
readily available information so long as such Person
agrees to reimburse HVF III, the Trustee or such Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall
impose an obligation, nor relieve any obligation imposed under applicable law, on the part of HVF III, the Trustee or any other
Paying Agent to determine the amount of any tax or withholding obligation on their part or in respect of the Series 2022-1 Notes.
ARTICLE III
INTEREST AND INTEREST RATES
Section 3.1 Interest.
(a) Each Class of Series 2022-1 Notes shall bear interest at the applicable Note Rate for such Class in accordance
with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to such Payment
Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3 (Application of Funds in the
Series 2022-1 Interest Collection Account) are insufficient to pay the Class Interest Amount for any Class for any Payment Date,
payments of such Class Interest Amount to the Noteholders of such Class will be reduced by the amount of such insufficiency
(the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class Deficiency Amount”), and interest shall
accrue on any such Class Deficiency Amount at the applicable Note Rate in accordance with the definition of Class Interest
Amount.
ARTICLE IV
SERIES-SPECIFIC COLLATERAL
Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2022-1 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2022-1
Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired):
(a) each Series 2022-1 Account, including any security entitlement with respect to Financial Assets credited
thereto, all funds, Financial Assets or other assets on deposit in each Series 2022-1 Account from time to time;
(b) all certificates and instruments, if any, representing or evidencing any or all of each Series 2022-1 Account,
the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time;
(c) all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each Series
2022-1 Account, the items in the foregoing clauses (a) and (b) and this clause (c) with respect to such Series 2022-1 Account
are referred to, collectively, as the “Series 2022-1 Account Collateral”);
(d) each Class A/B/C/D Demand Note, including all certificates and instruments, if any, representing or
evidencing each Class A/B/C/D Demand Note; and
(e) all Proceeds of any of the foregoing.
Section 4.2 Series 2022-1 Accounts . With respect to the Series 2022-1 Notes only, the following shall apply:
(a) Establishment of Series 2022-1 Accounts .
(i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-1 Noteholders three securities accounts: the Series 2022-1
Principal Collection Account (such account, the “Series 2022-1 Principal Collection Account ”), the Series 2022-1
Interest Collection Account (such account, the “Series 2022-1 Interest Collection Account ”) and the Class A/B/C/D
Reserve Account (such account, the “Class A/B/C/D Reserve Account”).
(ii) On or prior to the date of any drawing under a Class A/B/C/D Letter of Credit pursuant to Section 5.6
(Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) or Section 5.8 (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control
of, the Trustee for the benefit of the Series 2022-1 Noteholders the Class A/B/C/D L/C Cash Collateral Account (the
“Class A/B/C/D L/C Cash Collateral Account”).
(iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-1 Noteholders the Series 2022-1 Distribution Account (the
“Series 2022-1 Distribution Account ”, and together with the Series 2022-1 Principal Collection Account, the Series
2022-1 Interest Collection Account, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account, the “Series 2022-1 Accounts”).
(b) Series 2022-1 Account Criteria .
(i) Each Series 2022-1 Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2022-1 Noteholders.
(ii) Each Series 2022-1 Account shall be an Eligible Account. If any Series 2022-1 Account is at any time no
longer an Eligible Account, HVF III shall, within ten (10) Business Days of an Authorized Officer of HVF III obtaining
actual knowledge that such Series 2022-1 Account is no longer an Eligible Account, establish a new Series 2022-1
Account for such non-qualifying Series 2022-1 Account that is an Eligible Account, and if a new Series 2022-1 Account
is so established, HVF III shall instruct the Trustee in writing to transfer all cash and investments from such non-
qualifying Series 2022-1 Account into such new Series 2022-1 Account. Initially, each of the Series 2022-1 Accounts
will be established with The Bank of New York Mellon.
(c) Administration of the Series 2022-1 Accounts .
(i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2022-1
Account (other than the Series 2022-1 Distribution Account) to invest funds on deposit in such Series 2022-1 Account
from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted
Investments shall be credited to the applicable Series 2022-1 Account; provided, however, that:
A. any such investment in the Class A/B/C/D Reserve 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 Class A/B/C/D Reserve Account); and
B. any such investment in the Series 2022-1 Principal Collection Account, the Series 2022-1 Interest
Collection Account or the Class A/B/C/D L/C Cash Collateral Account shall mature not later than the Business
Day prior to the first Payment Date following the date on which such investment was made, unless in any such
case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment
Date so long as such funds shall be available for withdrawal on such Payment Date.
(ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such
Permitted Investment.
(iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2022-1
Accounts shall remain uninvested.
(d) Earnings from Series 2022-1 Accounts . With respect to each Series 2022-1 Account, all interest and earnings
(net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to Financial
Assets credited to such Series 2022-1 Account shall be deemed to be on deposit therein and available for distribution unless
previously distributed pursuant to the terms hereof.
(e) Termination of Series 2022-1 Accounts .
(i) On or after the date on which the Series 2022-1 Notes are fully paid, the Trustee, acting in accordance with
the written instructions of HVF III, shall withdraw from each Series 2022-1 Account (other than the Class A/B/C/D L/C
Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III.
(ii) Upon the termination of this Series 2022-1 Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series
2022-1 Noteholders and payable from the Class A/B/C/D L/C Cash Collateral Account as provided herein, shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account all amounts on deposit therein and shall pay such
amounts:
A . first, pro rata to the Class A/B/C/D Letter of Credit Providers, to the extent that there are
unreimbursed Class A/B/C/D Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers,
for application in accordance with the provisions of the respective Class A/B/C/D Letters of Credit, and
B . second, to HVF III any remaining amounts. Section 4.3 Trustee as
Securities Intermediary.
(a) With respect to each Series 2022-1 Account, the Trustee or other Person maintaining such Series 2022-1
Account shall be the “securities intermediary” (as defined in Section 8- 102(a)(14) of the New York UCC and a “bank” (as
defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “ Securities Intermediary”) with respect to such
Series 2022-1 Account. If the Securities Intermediary in respect of any Series 2022-1 Account is not the Trustee, HVF III shall
obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 4.3 (Trustee
as Securities Intermediary).
(b) The Securities Intermediary agrees that:
(i) The Series 2022-1 Accounts are accounts to which Financial Assets will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Series 2022-1 Account
shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or
credited to another securities account maintained in the name of the Securities Intermediary and in no case will any
Financial Asset credited to any Series 2022-1 Account be registered in the name of HVF III, payable to the order of HVF
III or specially endorsed to HVF III;
(iii) All property delivered to the Securities Intermediary pursuant to this Series 2022- 1 Supplement and all
Permitted Investments thereof will be promptly credited to the appropriate Series 2022-1 Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series
2022-1 Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing
transfer or redemption of any Financial Asset relating to the Series 2022- 1 Accounts or any instruction with respect to
the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction
without further consent by HVF III or Administrator;
(vi) The Series 2022-1 Accounts shall be governed by the laws of the State of New York, regardless of any
provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities
Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8110 of the New York UCC) and the
Series 2022-1 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State
of New York;
(vii) The Securities Intermediary has not entered into, and until termination of this Series 2022-1 Supplement,
will not enter into, any agreement with any other Person relating to the
Series 2022-1 Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with
Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) of such other Person
and the Securities Intermediary has not entered into, and until the termination of this Series 2022-1 Supplement will not
enter into, any agreement with HVF III purporting to limit or condition the obligation of the Securities Intermediary to
comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth
in Section 4.3(b)(v) (Trustee as Securities Intermediary); and
(viii) Except for the claims and interest of the Trustee and HVF III in the Series 2022-1 Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2022-1 Accounts or in any Financial Asset
credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien,
encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar
process) against any Series 2022-1 Account or in any Financial Asset carried therein, the Securities Intermediary will
promptly notify the Trustee, the Administrator and HVF III thereof.
(c) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series
2022-1 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders (within the
meaning of Section 9-304 and Section 8110 of the New York UCC) in respect of the Series 2022-1 Accounts.
(d) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2022-1 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1)
of the New York UCC, with respect to any Series 2022-1 Account, the Securities Intermediary may satisfy the duty in Section 8-
504(a) of the New York UCC with respect to any cash credited to such Series 2022-1 Account by crediting such Series 2022-1
Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such
cash.
(e) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2022-1 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2022-1 Account and any credit
balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in
Section 9-102(a)(8) of the New York UCC) if such Series 2022-1 Account is deemed not to constitute a securities account.
Section 4.4 Demand Notes.
(a) Trustee Authorized to Make Demands. The Trustee, for the benefit of the Series 2022-1 Noteholders, shall be
the only Person authorized to make a demand for payment on any Class A/B/C/D Demand Note.
(b) Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by the Trustee
pursuant to Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ), HVF III shall not reduce the
amount of any Class A/B/C/D Demand Note or forgive amounts payable thereunder so that the aggregate undrawn principal
amount of the Class A/B/C/D Demand Notes after such forgiveness or reduction is less than the greater of (i) the Class A/B/C/D
Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50% of the Class
A/B/C/D Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or
forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Demand Notes) or an increase in the
stated amount of any Class A/B/C/D Demand Note, HVF III shall not agree to any amendment of any Class A/B/C/D Demand
Note without first obtaining the prior written consent of the Majority Series 2022-1 Controlling Class.
Section 4.5 Subordination. The Series-Specific 2022-1 Collateral has been pledged to the Trustee to secure the Series
2022-1 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2022-1 Collateral and each Class
A/B/C/D Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2022-1 Notes, and no
Noteholder of any Series of Notes other than the Series 2022-1 Notes will have any right, title or interest in, to or under the
Series-Specific 2022-1 Collateral or any Class A/B/C/D Letter of Credit. For the avoidance of doubt, if it is determined that the
Series 2022-1 Noteholders have any right, title or interest in, to or under the Series-Specific Collateral with respect to any Series
of Notes other than Series 2022-1 Notes, then the Series 2022-1 Noteholders
agree that their right, title and interest in, to or under such Series-Specific Collateral shall be subordinate in all respects to the
claims or rights of the Noteholders with respect to such other Series of Notes, and in such case, this Series 2022-1 Supplement
shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.
Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2022-1
Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the
Series-Specific 2022-1 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2022-1
Collateral now existing or hereafter created.
Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
ARTICLE V
PRIORITY OF PAYMENTS
Section 5.1 [Reserved].
Section 5.2 Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2022-1 Deposit
Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2022-1 Deposit Date, the Trustee shall apply, all
amounts deposited into the Collection Account on such date as follows:
(a) first, withdraw the Series 2022-1 Daily Interest Allocation, if any, for such date from the Collection
Account and deposit such amount in the Series 2022-1 Interest Collection Account; and
Collection Account and deposit such amount into the Series 2022-1 Principal Collection Account.
( b ) second, withdraw the Series 2022-1 Daily Principal Allocation, if any, for such date from the
Section 5.3 Application of Funds in the Series 2022-1 Interest Collection Account . Subject to the Past Due Rental
Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the
Trustee shall apply, all amounts then on deposit in the Series 2022-1 Interest Collection Account (after giving effect to all
deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2022-1 Principal Collection Account ), 5.5 (Class
A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as follows
(and in each case only to the extent of funds available in the Series 2022-1 Interest Collection Account):
( a ) first, to the Series 2022-1 Distribution Account to pay to the Administrator the Series 2022-1
Capped Administrator Fee Amount with respect to such Payment Date;
( b ) second, to the Series 2022-1 Distribution Account to pay the Trustee the Series 2022-1 Capped
Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the
continuation of an Amortization Event, at the direction of the Majority Series 2022-1 Noteholders, the Series 2022-1
Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority
Series 2022-1 Noteholders and the Trustee;
( c ) third, to the Series 2022-1 Distribution Account to pay the Persons to whom the Series 2022-1
Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022- 1 Capped Operating Expense Amounts owing to such Persons on
such Payment Date;
( d ) fourth, to the Series 2022-1 Distribution Account to pay the Class A Noteholders on a pro rata
basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect
to such Payment Date;
(e) fifth, to the Series 2022-1 Distribution Account to pay the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such
Payment Date;
(f) sixth, to the Series 2022-1 Distribution Account to pay the Class C Noteholders on a pro rata basis
(based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such
Payment Date;
( g ) seventh, to the Series 2022-1 Distribution Account to pay the Class D Noteholders on a pro rata
basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect
to such Payment Date;
(h) eighth, if the Class E Notes have been issued as of such date, then to the Series 2022-1 Distribution
Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E
Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date;
(i) ninth, during the Series 2022-1 Revolving Period, other than on any such Payment Date on which a
withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D Reserve Account Withdrawals ), for deposit to the
Class A/B/C/D Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any,
and second, for deposit to the Class E Notes reserve account (if any) in an amount equal to the Class E Notes reserve
account deficiency amount, if any, in each case for such date (calculated after giving effect to any withdrawals from the
Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals));
( j ) tenth, to the Series 2022-1 Distribution Account to pay to the Administrator the Series 2022-1
Excess Administrator Fee Amount with respect to such Payment Date;
(k) eleventh, to the Series 2022-1 Distribution Account to pay to the Trustee the Series 2022-1 Excess
Trustee Fee Amount with respect to such Payment Date;
( l ) twelfth, to the Series 2022-1 Distribution Account to pay the Persons to whom the Series 2022-1
Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022-1 Excess Operating Expense Amounts owing to such Persons on
such Payment Date;
(m) thirteenth, during the Series 2022-1 Rapid Amortization Period, for deposit into the Series 2022-1
Principal Collection Account up to the amount necessary to pay the Series 2022-1 Notes in full; and
(n) fourteenth, for deposit into the Series 2022-1 Principal Collection Account any remaining amount.
Section 5.4 Application of Funds in the Series 2022-1 Principal Collection Account . Subject to the Past Due Rental
Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF
III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the
Series 2022-1 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5
(Class A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as
follows (and in each case only to the extent of funds available in the Series 2022-1 Principal Collection Account on such date):
( a ) first, if such date is a Payment Date, then for deposit into the Series 2022- 1 Interest Collection
Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;
( b ) second, during the Series 2022-1 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account
Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Class A/B/C/D
Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals ) and deposits to the Class
A/B/C/D Reserve Account on such date pursuant to Section 5.3 (Application of Funds in the Series 2022-1 Interest
Collection Account));
(c) third, if such date is a Redemption Date with respect to any Class of Series 2022-1 Notes, then for
deposit into the Series 2022-1 Distribution Account to be paid on such date, pro rata, to all Noteholders of such Class to
the extent necessary to pay the Principal Amount of such Class, all accrued Class Interest Amount for such Class through
the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption
Date;
( d ) fourth, if such date is a Payment Date during the Series 2022-1 Controlled Amortization Period,
then for deposit into the Series 2022-1 Distribution Account to be paid on such date (i) first, pro rata, to all Class A
Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class A Notes
on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class
C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes
on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, if the Class E
Notes have been issued, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled
Distribution Amount with respect to the Class E Notes on such Payment Date;
(e) fifth, during the Series 2022-1 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for deposit into the Series
2022-1 Distribution Account to be paid on the Payment Date immediately succeeding such deposit date (a) first, pro
rata, to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, and (ii) if
such date is after a Determination Date and on or prior to the Payment Date immediately succeeding such Determination
Date, then for deposit into the Series 2022-1 Distribution Account to be paid on the second Payment Date immediately
succeeding such deposit date (a) first, pro rata, to all Class A Noteholders to the extent necessary to pay the Class A
Principal Amount with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay
the Class B Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent
necessary to pay the Class C Principal Amount with respect to such date, (d) fourth, pro rata, to all Class D Noteholders
to the extent necessary to pay the Class D Principal Amount with respect to such date and (e) fifth, if the Class E Notes
have been issued as of such date, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E
Principal Amount with respect to such date;
( f ) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be
paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under
the Base Indenture, in each case to the extent that no Potential Amortization Event with respect to the Series 2022-1
Notes exists as of such date or would occur as a result of such application; and
( g ) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for
release to HVF III, will remain on deposit in the Series 2022-1 Principal Collection Account.
Section 5.5 Class A/B/C/D Reserve Account Withdrawals . On each Payment Date, HVF III shall direct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all
amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the
Series 2022-1 Interest Collection Account) and 5.4 (Application of Funds in the Series 2022-1 Principal Collection Account )) in
the Class A/B/C/D Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D
Reserve Account):
(a) first, to the Series 2022-1 Interest Collection Account an amount equal to the excess, if any, of the
Series 2022-1 Payment Date Interest Amount for such Payment Date over the Series 2022-1 Payment Date Available
Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the
Class A/B/C/D Available Reserve Account Amount on such Payment Date, the “ Class A/B/C/D Reserve Account
Interest Withdrawal Shortfall”);
(b) second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment Date,
then to the Series 2022-1 Principal Collection Account an amount equal to such Class A/B/C/D Principal Deficit
Amount; and
( c ) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series
2022-1 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D Reserve Account
pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D Principal Amount in
full on such Legal Final Payment Date, then to the Series 2022-1 Principal Collection Account, an amount equal to such
insufficiency;
provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written direction on such date.
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes.
(a) Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D Letters of Credit. If
HVF III determines on any Payment Date that there exists a Class A/B/C/D Reserve Account Interest Withdrawal Shortfall with
respect to such Payment Date, then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D Letters of Credit,
if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the
Trustee, by 12:00 noon (New York City time) on such Payment Date, shall draw an amount, as set forth in such notice, equal to
the least of (i) such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the Class A/B/C/D Letter of Credit
Liquidity Amount as of such Payment Date and (iii) the Series 2022-1 Lease Interest Payment Deficit for such Payment Date, by
presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Credit
Demand on the Class A/B/C/D Letters of Credit; provided, that if the Class A/B/C/D L/C Cash Collateral Account has been
established and funded, then the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account and deposit into
the Series 2022-1 Interest Collection Account an amount as set forth in such notice equal to the lesser of (1) the Class A/B/C/D
L/C Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) and (iii) above and
(2) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the
proceeds of any such draw on the Class A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class
A/B/C/D L/C Cash Collateral Account into the Series 2022-1 Interest Collection Account on such Payment Date.
(b) Class A/B/C/D Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on Class
A/B/C/D Letters of Credit. If HVF III determines on any Payment Date that there exists a
Series 2022-1 Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Class A/B/C/D Reserve
Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then HVF III shall instruct the Trustee in
writing to draw on the Class A/B/C/D Letters of Credit, if any, in an amount as set forth in such notice equal to the least of:
(i) such excess;
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class
A/B/C/D Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)); and
(iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class
A/B/C/D Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D Reserve Account
pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and (y) on the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-1
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2022-1
Supplement (other than this Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and
Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date
for payment of principal of the Class A/B/C/D Notes.
Upon receipt of a notice by the Trustee from HVF III in respect of a Series 2022-1 Lease Principal Payment
Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 noon (New York City
time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the
Class A/B/C/D Letters of Credit by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class
A/B/C/D Certificate of Credit Demand; provided however, that if the Class A/B/C/D L/C Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the
lesser of (x) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice
provided to the Trustee by HVF III and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment
Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters
of Credit and Class A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on
the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the
Class A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account
into the Series 2022-1 Principal Collection Account on such Payment Date.
( c ) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Demand Note. If (A) on any
Determination Date, HVF III determines that the Class A/B/C/D Principal Deficit Amount on the next succeeding Payment Date
(after giving effect to any withdrawals from the Class A/B/C/D Reserve Account on such Payment Date pursuant to Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and any draws on the Class A/B/C/D Letters of Credit on such Payment
Date pursuant to Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) will be greater than zero or
(B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class A/B/C/D Principal
Amount exceeds the amount to be deposited into the Series 2022-1 Distribution Account (together with all amounts to be
deposited therein pursuant to the terms of this Series 2022-1 Supplement (other than this Section 5.6(c) (Class A/B/C/D Letters of
Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D
Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, HVF III shall
instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in
the form of Exhibit B-2 hereto (each a “Class A/B/C/D Demand Notice”) on Hertz for payment under the Class A/B/C/D
Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than the
Legal Final Payment Date, then the excess, if any, of such Class A/B/C/D Principal Deficit Amount over the amount to be
deposited into the Series 2022-1 Principal Collection Account in accordance with Section 5.5(b) (Class A/B/C/D Reserve
Account Withdrawals) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/
C/D Demand Notes) and (y) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of (i) the
Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-1 Distribution Account (together with
any amounts to be deposited therein pursuant to the terms of this Series 2022-1 Supplement (other than this Section 5.6(c) (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal of the
Class A/B/C/D Notes, and (ii) the principal amount of the Class A/B/C/D Demand Note. The Trustee shall, prior to 12:00 noon
(New York City time) on the second Business Day preceding such Payment Date, deliver such Class A/B/C/D Demand Notice to
Hertz; provided however, that if 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 sixty (60) consecutive days) with respect to Hertz shall have occurred and be continuing,
the Trustee shall not be required to deliver such Class A/B/C/D Demand Notice to Hertz. The Trustee shall cause the proceeds of
any demand on the Class A/B/C/D Demand Note to be deposited into the Series 2022-1 Principal Collection Account.
(d) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Letters of Credit. If (i) the Trustee
shall have delivered a Class A/B/C/D Demand Notice as provided in Section 5.6(c) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2022-1 Distribution Account
the amount specified in such Class A/B/C/D Demand Notice in whole or in part by 12:00 noon (New York City time) on the
Business Day following the making of the Class A/B/C/D Demand Notice, (ii) due to the occurrence of an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60)
consecutive days) with respect to Hertz, the Trustee shall not have delivered such Class A/B/C/D Demand Notice to Hertz, or
(iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D Letters of Credit, if any, by 12:00 noon
(New York City time) on such Business Day in an amount equal to the lesser of:
(i) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, or the amount that the Trustee
failed to demand for payment thereunder or the Preference Amount, as the case may be, and
(ii) the Class A/B/C/D Letter of Credit Amount on such Business Day, in each case by presenting to each Class
A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Unpaid Demand Note
Demand or, in the case of a Preference Amount, a Class A/B/C/D Certificate of Preference Payment Demand; provided
however, that if the Class A/B/C/D L/C Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D
L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii)
immediately above and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Business Day
(after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral
Account into the Series 2022-1 Principal Collection Account on such date.Draws on the Class A/B/C/D Letters of
Credit. If there is more than one Class A/B/C/D Letter of Credit on the date of any draw on the Class A/B/C/D Letters of
Credit pursuant to the terms of this Series 2022-1 Supplement (other than pursuant to Section 5.8(b) (Class A/B/C/D
Letters of Credit and Class A/B/C/D L/C Cash Collateral Account)), then HVF III shall instruct the Trustee, in writing,
to draw on each Class A/B/C/D Letter of Credit an amount equal to the Pro Rata Share for such Class A/B/C/D Letter of
Credit of such draw on such Class A/B/C/D Letter of Credit.
Section 5.7 Past Due Rental Payments. On each Series 2022-1 Deposit Date, HVF III will direct the Trustee in writing,
prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all
Collections then on deposit representing Series 2022-1 Past Due Rent Payments and deposit such amount into the Series 2022-1
Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2022-1 Interest
Collection Account and apply the Series 2022-1 Past Due Rent Payment in the following order:
(i) if the occurrence of the related Series 2022-1 Lease Payment Deficit resulted in one or more Class A/B/C/D
L/C Credit Disbursements being made under any Class A/B/C/D Letters of Credit, then pay to or at the direction of Hertz
for reimbursement to each Class A/B/C/D Letter of Credit Provider who made such a Class A/B/C/D L/C Credit
Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B/C/D Letter of Credit
Provider’s Class A/B/C/D L/C Credit Disbursement and (y) such Class A/B/C/D Letter of Credit Provider’s pro rata
portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D Letter of Credit Provider’s
Class A/B/C/D L/C Credit Disbursement, of the amount of the Series 2022-1 Past Due Rent Payment;
(ii) if the occurrence of such Series 2022-1 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class A/B/C/D L/C Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2022-1 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D L/C Cash Collateral Account on
account of such Series 2022-1 Lease Payment Deficit;
(iii) if the occurrence of such Series 2022-1 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then
deposit in the Class A/B/C/D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2022-1 Past
Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D
Reserve Account Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2022-1 Principal Collection Account.
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account.
(a) Class A/B/C/D Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen (16) Business
Days prior to the then scheduled Class A/B/C/D Letter of Credit Expiration Date with respect to any Class A/B/C/D Letter of
Credit, excluding such Class A/B/C/D Letter of Credit from each calculation in clauses (i) through (iii) immediately below but
taking into account any substitute Class A/B/C/D Letter of Credit that has been obtained from a Class A/B/C/D Eligible Letter of
Credit Provider and is in full force and effect on such date:
(i) the Series 2022-1 Asset Amount would be less than the Series 2022-1 Adjusted Asset Coverage Threshold
Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date);
(ii) the Class A/B/C/D Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from,
the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date); or
(iii) the Class A/B/C/D Letter of Credit Liquidity Amount would be less than the Class A/B/C/D Demand
Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the
Class A/B/C/D L/C Cash Collateral Account on such date);
then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D Letter of Credit
Expiration Date of:
A. the greatest of:
(i) the excess, if any, of the Series 2022-1 Adjusted Asset Coverage Threshold Amount over
the Series 2022-1 Asset Amount, in each case as of such date (after giving effect to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date);
(ii) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the
Class A/B/C/D Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect
to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date); and
(iii) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all
deposits to, and withdrawals from, the Class A/B/C/D L/C Cash Collateral Account on such date);
provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such
date, excluding from such calculation of each amount contained therein such Class A/B/C/D Letter of
Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained
from a Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
B. the amount available to be drawn on such expiring Class A/B/C/D 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 noon (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 noon (New York City time) on the next following Business Day), draw the
lesser of the amounts set forth in clauses (A) and (B) above on such Class A/B/C/D Letter of Credit by presenting a draft
accompanied by a Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination
Disbursements to be deposited into the Class A/B/C/D L/C Cash Collateral Account. If the Trustee does not receive either notice
from HVF III described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D Letter of
Credit Expiration Date, then the Trustee, by 12:00 noon (New York City time) on such Business Day, shall draw the full amount
of such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination
Demand and shall cause the Class A/B/C/D L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D
L/C Cash Collateral Account.
(b) Class A/B/C/D Letter of Credit Provider Downgrades . HVF III shall notify the Trustee in writing within one
(1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any Class A/B/C/D
Letter of Credit Provider has been downgraded such that such Class A/B/C/D Letter of Credit Provider would fail to qualify as a
Class A/B/C/D Eligible Letter of Credit Provider were such Class A/B/C/D Letter of Credit Provider to issue a Class A/B/C/D
Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D Letter of Credit Provider, a “ Class
A/B/C/D Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D Downgrade Event with
respect to any Class A/B/C/D Letter of Credit Provider, or, if such date is not a Business Day, the next succeeding Business Day,
HVF III shall notify the Trustee in writing (the “Class A/B/C/D Downgrade Withdrawal Amount Notice”) on such date of (i) the
greatest of (A) the excess, if any, of the Series 2022-1 Adjusted Asset Coverage Threshold Amount over the Series 2022-1 Asset
Amount, (B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the Class A/B/C/D Adjusted
Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in the case of each of clauses (A) through (C) above, as of such date and excluding
from the calculation of each amount referenced in such clauses such Class A/B/C/D Letter of Credit but taking into account each
substitute Class A/B/C/D Letter of Credit that has been obtained from a Class A/B/C/D Eligible Letter of Credit Provider and is
in full force and effect on such date, and (ii) the amount available to be drawn on such Class A/B/C/D Letter of Credit on such
date (the lesser of such (i) and (ii), the “Class A/B/C/D Downgrade Withdrawal Amount ”). Upon receipt by the Trustee on or
prior to 10:30 a.m. (New York City time) on any Business Day of a Class A/B/C/D Downgrade Withdrawal Amount Notice, the
Trustee, by 12:00 noon (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 noon (New York City time) on the next following
Business Day), shall draw on the Class A/B/C/D Letters of Credit issued by such Class A/B/C/D Letter of Credit Provider in an
amount (in the aggregate) equal to the Class A/B/C/D Downgrade Withdrawal Amount specified in such notice by presenting a
draft accompanied by a Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination
Disbursement to be deposited into a Class A/B/C/D L/C Cash Collateral Account.
(c) Reductions in Stated Amounts of the Class A/B/C/D Letters of Credit . If the Trustee receives a written notice
from HVF III, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any Class A/B/C/D
Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the Class A/B/C/D
Letter of Credit Provider who issued such Class A/B/C/D Letter of Credit a Class A/B/C/D Notice of Reduction requesting a
reduction in the stated amount of such Class A/B/C/D Letter of Credit in the amount requested in such notice effective on the
date set forth in such notice; provided, that on such effective date, immediately after giving effect to the requested reduction in
the stated amount of such Class A/B/C/D Letter of Credit,(i) the Class A/B/C/D Adjusted Liquid Enhancement Amount will
equal or exceed the Class A/B/C/D Required Liquid Enhancement Amount, (ii) the Class A/B/C/D Letter of Credit Liquidity
Amount will equal or exceed the Class A/B/C/D Demand Note Payment Amount and (iii) no Aggregate Asset Amount
Deficiency will exist immediately after giving effect to such reduction.
(d) Class A/B/C/D L/C Cash Collateral Account Surpluses and Class A/B/C/D Reserve Account Surpluses.
(i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the
written instructions of HVF III, shall, withdraw from the Class A/B/C/D Reserve Account an amount equal to the Class
A/B/C/D Reserve Account Surplus, if any, and pay such Class A/B/C/D Reserve Account Surplus to HVF III.
(ii) On each Payment Date on which there is a Class A/B/C/D L/C Cash Collateral Account Surplus, HVF III
may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to
the limitations set forth in this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account), withdraw the amount specified by HVF III from the Class A/B/C/D L/C Cash Collateral Account specified by
HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D L/C Cash
Collateral Account shall be limited to the least of (a) the Class A/B/C/D Available L/C Cash Collateral Account Amount
on such Payment Date, (b) the Class A/B/C/D L/C Cash Collateral Account Surplus on such Payment Date and (c) the
excess, if any, of the Class A/B/C/D Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D
Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D L/C Cash
Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash
Collateral Account) shall be paid:
first, to the Class A/B/C/D Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D
Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers in respect of the Class A/B/C/D
Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D Letters of
Credit, and
second, to HVF III, any remaining amounts.
Section 5.9 Certain Instructions to the Trustee.
(a) If on any date the Class A/B/C/D Principal Deficit Amount is greater than zero or HVF III determines that
there exists a Series 2022-1 Lease Principal Payment Deficit, then HVF III shall promptly provide written notice thereof to the
Trustee.
(b) On or before 10:00 a.m. (New York City time) on each Payment Date, HVF III shall notify the Trustee of the
amount of any Series 2022-1 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto (each a “Lease
Payment Deficit Notice”).
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment . If HVF III fails to give notice or
instructions to make any payment from or deposit into the Collection Account or any Series 2022-1 Account required to be given
by HVF III, at the time specified herein or in any other Series 2022-1 Related Document (including applicable grace periods),
the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2022-1 Account without such
notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, 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 Series 2022-1 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall
deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to
give instructions to draw on any Class A/B/C/D Letters of Credit with respect to a Class of Series 2022-1 Notes required to be
given by HVF III, at the time specified in this Series 2022-1 Supplement, the Trustee shall draw on such Class A/B/C/D Letters
of Credit with respect to such Class of Series 2022-1 Notes without such instruction from HVF III; provided, that HVF III, upon
request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such
Class A/B/C/D Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS
Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and
warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties):
(a) HVF III. HVF III represents and warrants that each of its representations and warranties in the Series 2022-1
Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date) and further represents and warrants, in each case
for the benefit of the Trustee and the Series 2022-1 Noteholders, that:
(i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2022-1
Notes, is continuing; and
(ii) on the Series 2022-1 Closing Date, HVF III has furnished to the Trustee copies of all Series 2022-1
Related Documents to which it is a party as of the Series 2022-1 Closing Date, all of which are in full force and effect as
of the Series 2022-1 Closing Date.
(b) Administrator. The Administrator represents and warrants that each representation and warranty made by it in
each Series 2022-1 Related Document, is true and correct in all material respects as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).
Section 6.2 Covenants. Each of HVF III and the Administrator each severally covenants and agrees that, until the
Series 2022-1 Notes have been paid in full, it will:
(a) Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and negative) and
obligations under each Series 2022-1 Related Document to which it is a party.
(b) Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2022-1 Notes to be (x) 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) or (y) loaned to others for the purpose of purchasing or carrying any margin
stock or (ii) amounts owed with respect to the Series 2022-1 Notes to be secured, directly or indirectly, by any margin stock.
(c) Series 2022-1 Third-Party Market Value Procedures . Comply with the Series 2022-1 Third-Party Market
Value Procedures in all material respects.
(d) [Reserved].
(e) Noteholder Statement AUP. On or prior to the Payment Date occurring in February 2023 and in July of each
subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent consultants
(which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report addressed to the
Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents and records relating
to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported upon by such firm of
independent certified public accountants or independent consultants shall be those determined by the Administrator in its sole
and absolute discretion.
(f) Financial Statements and Other Reporting . Solely with respect to HVF III, furnish or cause to be furnished to
each Series 2022-1 Noteholder:
(i) commencing on the Series 2022-1 Closing Date, within 120 days after the end of each of Hertz’s fiscal
years, copies of the Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements contained in such an
Annual Report if Hertz were a reporting company, including consolidated financial statements consisting of a balance
sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’
equity and cash flows of Hertz 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 Hertz; and
(ii) commencing on the Series 2022-1 Closing Date, within sixty (60) days after the end of each of the first
three quarters of each of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC
or, if Hertz is not a reporting company, information equivalent to that which would be required to be included in the
financial statements contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such
quarter and statements of income, stockholders’ equity and cash flows of Hertz 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 Hertz as having been prepared in accordance with GAAP.
The financial data that shall be delivered to the Series 2022-1 Noteholders pursuant to the foregoing paragraphs (i) and
(ii) shall be prepared in conformity with GAAP.
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), 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 such Hertz’s accountants not being “independent” (as defined pursuant to the
Exchange Act and the rules and regulations of the SEC thereunder), HVF III, in lieu of furnishing or causing to be furnished the
information, documents and reports so required to be furnished, may 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 HVF III shall in any event be required to furnish or cause to be
furnished 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
Article VI (Representations and Warranties; Covenants; Closing Conditions ).
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), HVF III’s obligations to furnish or cause to be furnished any documents, reports, notices or other information
pursuant to this Article VI (Representations and Warranties; Covenants; Closing Conditions ) shall be deemed satisfied with
respect to such documents, reports, notices or other information upon (i) the same (or hyperlinks to the same) having been
posted on Hertz’s website (or such other website address as HVF III may specify by written notice to the Trustee from time to
time) or (ii) the same (or hyperlinks to same) having been posted on Hertz’s behalf on an internet or intranet website to which
the Series 2022-1 Noteholders have access (whether a commercial, government (including, without limitation, EDGAR) or third-
party website or whether sponsored by or on behalf of the Series 2022-1 Noteholders). With respect to any documents, reports,
notices or other information electronically furnished in accordance with the preceding sentence, such documents, reports, notices
or
other information shall be deemed furnished on the date posted in accordance with clause (i) or (ii), as the case may be, of the
preceding sentence.
Section 6.3 Closing Conditions. The effectiveness of this Series 2022-1 Supplement is subject to the conditions
precedent set forth in Section 2.3 (Series Supplement for each Series of Notes ) of the Base Indenture.
Section 6.4 Further Assurances.
(a) HVF III shall do such further acts and things, and execute and deliver to the Trustee such additional
assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in
the Series-Specific 2022-1 Collateral on behalf of the Series 2022-1 Noteholders as a perfected security interest subject to no
prior Liens (other than Series 2022-1 Permitted Liens) and to carry into effect the purposes of this Series 2022-1 Supplement or
the other Series 2022-1 Related Documents or to better assure and confirm unto the Trustee or the Series 2022-1 Noteholders
their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements, continuation
statements and amendments thereto necessary to achieve the foregoing. If HVF III fails to perform any of its agreements or
obligations under this Section 6.4(a) (Further Assurances), the Trustee shall, at the direction of the Majority Series 2022-1
Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in connection therewith shall
be payable by HVF III upon the Trustee’s demand therefor. The Trustee is hereby authorized to execute and file any financing
statements, continuation statements or other instruments necessary or appropriate to perfect or maintain the perfection of the
Trustee’s security interest in the Series-Specific 2022-1 Collateral.
(b) Unless otherwise specified in this Series 2022-1 Supplement, if any amount payable under or in connection
with any of the Series-Specific 2022-1 Collateral shall be or become evidenced by any promissory note, chattel paper or other
instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically
delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected,
be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
(c) HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific 2022-1
Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series 2022-1
Noteholders, against the claims and demands of all Persons whomsoever.
(d) On or before March 31 of each calendar year, commencing with March 31, 2023, HVF III shall furnish to the
Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Series 2022-1 Supplement, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any financing statements, continuation statements and
amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this Series 2022-1
Supplement in the Series-Specific 2022-1 Collateral and reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall
also describe the recording, filing, re- recording and refiling of this Series 2022-1 Supplement, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any financing statements, continuation statements and
amendments thereto that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security
interest of this Series 2022-1 Supplement in the Series-Specific 2022- 1 Collateral until March 31 in the following calendar year.
ARTICLE VII
AMORTIZATION EVENTS
Section 7.1 Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-1 Notes is not paid in full on or prior to the Expected Final
Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than
principal) payable in respect of, the Series 2022-1 Notes when due and payable and such default continues for a period of five (5)
consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5)
consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive
Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any
Series 2022-1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account)
shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of
Series 2022-1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than
any Lien described in clause (iii) of the definition of Series 2022-1 Permitted Liens) or (ii) other than as a result of a Series 2022-
1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve
Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and
during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve
Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash
Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the
definition of Series 2022-1 Permitted Liens) or (ii) other than as a result of a Series 2022-1 Permitted Lien, the Trustee fails to
have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF
III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class
A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral
Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-1 Permitted Lien, the Trustee shall for any reason cease to have a valid
and perfected first priority security interest in the Series 2022-1 Collateral (other than the Class A/B/C/D Reserve Account
Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any
Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such
assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue
Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to
make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series
2022-1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30)
consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-1 Related Documents or any material portion thereof shall cease, for any reason, to be
in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise
expressly permitted in the Series 2022-1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the
foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days
following the
date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy
Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a
result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-1 Related
Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-1 Related Document
and the failure to so comply materially and adversely affects the interests of the Series 2022-1 Noteholders and continues to
materially and adversely affect the interests of the Series 2022-1 Noteholders for a period of thirty (30) consecutive days after the
earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III
and the Trustee by the Majority Series 2022-1 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-1 Related Document is false and such false
representation materially and adversely affects the interests of the Series 2022-1 Noteholders and the event or condition that
caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on
which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to
HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-1 Controlling Class.
Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with
respect to the Series 2022-1 Notes will immediately occur without any notice or other action on the part of the Trustee or
any Series 2022-1 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is
continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-1 Controlling Class may,
by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-1
Notes has occurred as of the date of the notice.
An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-1 Notes
described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority
Series 2022-1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with
respect to the Series 2022-1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the
written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders
holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C
Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential
Amortization Event.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2022-1 Notes, if the
event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure,
waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every
purpose under the Series 2022-1 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base
Indenture applicable to all Series of Notes.
ARTICLE VIII
SUBORDINATION OF NOTES
Section 8.1 Subordination of Class B Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-1 Principal Collection Account ), no payments on account
of interest with respect to the Class B Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all Class A
Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts) have been paid in full, and during the
Series 2022-1 Controlled Amortization Period no payments of principal of Class B Notes shall be made unless and until the
Class Controlled Distribution Amounts payable to the Class A Notes has been paid in full and during the Series 2022-1 Rapid
Amortization Period, no payments of principal of the Class B Notes will be made unless and until the aggregate outstanding
principal amount of the Class A Notes has been paid in full.
Section 8.2 Subordination of Class C Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-1 Principal Collection Account ), no payments on account
of interest with respect to the Class C Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes and the Class B Notes on such Payment Date (including, without limitation, all
accrued interest, all Class A Deficiency Amounts and all Class B Deficiency Amounts and all interest accrued on such Class A
Deficiency Amounts and Class B Deficiency Amounts) have been paid in full, and during the Series 2022- 1 Controlled
Amortization Period, no payments of principal with respect to the Class C Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes and Class B Notes have been paid in full and during the Series
2022-1 Rapid Amortization Period, no payments of principal of Class C Notes will be made unless and until the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes has been paid in full.
Section 8.3 Subordination of Class D Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-1 Principal Collection Account ), no payments on account
of interest with respect to the Class D Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date (including, without
limitation, all accrued interest, all Class A Deficiency Amounts, Class B Deficiency Amounts and all Class C Deficiency
Amounts and all interest accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts and Class C Deficiency
Amounts) have been paid in full, and during the Series 2022-1 Controlled Amortization Period no payments of principal of Class
D Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes, Class B Notes
and Class C Notes have been paid in full and during the Series 2022-1 Rapid Amortization Period, no payments of principal of
the Class D Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes, Class B Notes
and Class C Notes has been paid in full.
Section 8.4 Subordination of Class E Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-1 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-1 Principal Collection Account ), no payments on account
of interest with respect to the Class E Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts, all Class B Deficiency Amounts, all Class C
Deficiency Amounts and all Class D Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts, Class B
Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts) have been paid in full; provided, that if
any irrevocable letters of credit and/or reserve accounts are issued and/or established solely for the benefit of the Class E
Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment
Date notwithstanding that interest may not be paid in full on the Class A Notes, the Class B Notes, the Class C Notes and/or the
Class D Notes on such Payment Date, and no payments on account of principal with respect to the Class E Notes shall be made
on any Payment Date until all Class Controlled Distribution Amounts payable and all payments of principal then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
has been paid in full.
Section 8.5 When Distribution Must be Paid Over. In the event that any Series 2022-1 Noteholder (or Series 2022-1
Note Owner) receives any payment of any principal, interest or other amounts with respect to the Series 2022-1 Notes at a time
when such Series 2022-1 Noteholder (or Series 2022-1 Note Owner, as the case may be) has actual knowledge that such
payment is prohibited by the preceding sections of this Article VIII (Subordination of Notes ), such payment shall be held by
such Series 2022-1 Noteholder (or Series 2022-1 Note Owner, as the case may be) in trust for the benefit of, and shall be paid
forthwith over and delivered to, the Trustee for application consistent with the preceding sections of this Article VIII
(Subordination of Notes).
ARTICLE IX
GENERAL
Section 9.1 Optional Redemption of the Series 2022-1 Notes.
(a) On any Business Day prior to the Expected Final Payment Date, HVF III may, at its option, redeem any
Class of Class A/B/C/D Notes (such date, with respect to such Class of Notes, the “Redemption Date”), in whole but not in part,
at a redemption price equal to 100% of the outstanding Principal Amount thereof plus any Make-Whole Premium (including
accrued and unpaid Class Interest Amount with respect to such Class through such Redemption Date based upon the number of
days of unpaid interest divided by 360) due with respect to such Class as of such Redemption Date, each of which amounts shall
be payable in accordance with Section 5.4 (Application of Funds in the Series 2022-1 Principal Collection Account ); provided
that no Class of Class A/B/C/D Notes may be redeemed pursuant to the foregoing if any Senior Class of Series 2022-1 Notes
with respect to such Class of Series 2022-1 Notes would remain outstanding immediately after giving effect to such redemption;
provided, however, the foregoing restriction on redemption in order of priority shall not be deemed to limit any transaction that
results in the exchange or refinancing of a Class of Class A/B/C/D Notes.
(b) If HVF III elects to redeem any Class of Series 2022-1 Notes pursuant to Sections 9.1(a) (Optional
Redemption of the Series 2022-1 Notes), then HVF III shall notify the Trustee in writing at least seven (7) days prior to the
intended date of redemption of (i) such intended date of redemption (which may be an estimated date, confirmed to the Series
2022-1 Noteholders no later than three (3) Business Days prior to the date of redemption), and (ii) the applicable Class of Series
2022-1 Notes subject to redemption and the CUSIP number with respect to such Class. Upon receipt of a notice of redemption
from HVF III, the Trustee shall give notice of such redemption to the Series 2022-1 Noteholders of the Class of Series 2022-1
Notes to be redeemed. Such notice by the Trustee shall be given not less than three (3) days prior to the intended date of
redemption.
Section 9.2 Information.
(a) On or before 12:00 p.m. eastern standard time of the fourth Business Day prior to each Payment Date (unless
otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’ Statement with respect to the
Series 2022-1 Notes setting forth the information set forth on Schedule II (Monthly Noteholders’ Statement Information ) hereto
(including reasonable detail of the materially constituent terms thereof, as determined by HVF III) in any reasonable format.
(b) Upon any amendment to any of the Series 2022-1 Related Documents, HVF III shall, not more than five (5)
Business Days thereafter, provide the amended version of such Series 2022- 1 Related Document to the Trustee, and the Trustee
shall furnish a copy of such amended Series 2022-1 Related Document no later than the second (2 ) succeeding Business Day
following such receipt by the Trustee, which obligation to furnish shall be deemed satisfied upon the Trustee’s posting, or
causing to be posted, such amended Series 2022-1 Related Document to the website specified in clause (a) above (or any
successor or replacement website, in accordance with such clause (a)).
nd
Section 9.3 Confidentiality. The Trustee and each Series 2022-1 Note Owner agrees, by its acceptance and holding of a
beneficial interest in a Series 2022-1 Note, that it shall not disclose any Confidential Information to any Person without the prior
written consent of HVF III, which such consent must be evident in a writing signed by an Authorized Officer of HVF III, other
than (a) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates
who agree to hold confidential the Confidential Information; (b) such person’s financial advisors and other professional advisors
who agree to hold confidential the Confidential Information; (c) any other Series 2022-1 Note Owner; (d) any person of the type
that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2022-1 Notes in accordance with the
requirements of this Series 2022-1 Supplement to which such person sells or offers to sell any such interest in the Series 2022-1
Notes or any part thereof and that agrees to hold confidential the Confidential Information in accordance with this Series 2022-1
Supplement; (e) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person;
(f) the National Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency
that requires access to information about the investment portfolio or such person; (g) any reinsurers or liquidity or
credit providers that agree to hold confidential the Confidential Information; (h) any other person with the consent of HVF III; or
(i) any other person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law,
rule, regulation, statute or order applicable to such person, (B) in response to any subpoena or other legal process upon prior
notice to HVF III (unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any
litigation to which such person is a party upon prior notice to HVF III (unless prohibited by applicable law or other requirement
having the force of law) or (D) if an Amortization Event with respect to the Series 2022-1 Notes has occurred and is continuing,
to the extent such person may reasonably determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Series 2022-1 Notes, this Series 2022-1 Supplement or
any other document relating to the Series 2022-1 Notes.
Section 9.4 Ratification of Base Indenture. As supplemented by this Series 2022-1 Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by this Series 2022-1 Supplement shall be read,
taken, and construed as one and the same instrument (except as otherwise specified herein).
Section 9.5 Notice to the Rating Agencies. The Trustee shall provide to each Rating Agency a copy of each notice to the
Series 2022-1 Noteholders delivered to the Trustee pursuant to this Series 2022- 1 Supplement or any other Related Document.
The Trustee shall provide notice to each Rating Agency of any consent by the Series 2022-1 Noteholders to the waiver of the
occurrence of any Amortization Event with respect to the Series 2022-1 Notes. HVF III will provide each Rating Agency rating
the Series 2022- 1 Notes with a copy of any operative Manufacturer Program upon written request by such Rating Agency.
Section 9.6 Third Party Beneficiary. Nothing in this Series 2022-1 Supplement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their successors and assigns expressly permitted herein) any legal or
equitable right, remedy or claim under or by reason of this Series 2022-1 Supplement.
Section 9.7 Execution in Counterparts; Electronic Execution . This Series 2022-1 Supplement may be executed in any
number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or
DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart signature page of this Series 2022-1 Supplement by
facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Series
2022-1 Supplement and shall have the same legal validity and enforceability as a manually executed signature to the fullest
extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an
authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.
Section 9.8 Governing Law. THIS SERIES 2022-1 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR
RELATING TO THIS SERIES 2022-1 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAW.
Section 9.9 Amendments. This Series 2022-1 Supplement may be amended or modified, and any provision may be
waived, in accordance with the following paragraphs of this Section 9.9 (Amendments):
(a) Without the Consent of the Series 2022-1 Noteholders. Without the consent of any Series 2022-1 Noteholder,
HVF III and the Trustee, at any time and from time to time, may enter into one or more amendments, modifications or waivers, in
form satisfactory to the Trustee, for any of the following purposes:
(i) to add to the covenants of HVF III for the benefit of any Series 2022-1 Noteholder or to surrender
any right or power herein conferred upon HVF III (provided, however, that HVF III shall not pursuant to this Section 9.9(a)(i)
(Without Consent of the Noteholders) surrender any right or power it has under any Related Document other than to the Trustee
or the Series 2022-1 Noteholders);
contained in any Series Supplement or in any Notes issued thereunder;
(ii) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision
(iii) to provide for uncertificated Series 2022-1 Notes in addition to certificated
Series 2022-1 Notes;
(iv) to add to or change any of the provisions of this Series 2022-1 Supplement
to such extent as shall be necessary to permit or facilitate the issuance of Series 2022-1 Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(v) to conform this Series 2022-1 Supplement to the terms of the offering document(s) for the Series
2022-1 Notes;
(vi) to correct or supplement any provision in this Series 2022-1 Supplement which may be
inconsistent with any other provision herein or in the Base Indenture or to make any other provisions with respect to matters or
questions arising under this Series 2022-1 Supplement or in the Base Indenture;
(vii) to evidence and provide for the addition of medium-duty trucks in the Indenture Collateral and/or
the Series Collateral; and
(viii) to effect any other amendment that does not materially adversely affect the interests of the Series
2022-1 Noteholders;
provided, however, that (i) as evidenced by an Officer’s Certificate of HVF III, such action shall not materially adversely affect
the interests of the Series 2022-1 Noteholders, (ii) any amendment or modification shall not be effective until the Series 2022-1
Rating Agency Condition has been satisfied with respect to such amendment or modification (unless 100% of the Series 2022-1
Noteholders have consented thereto) and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution.
( b ) With the Consent of the Majority Series 2022-1 Noteholders . Except as provided in Section 9.9(a)
(Amendments) or Section 9.9(c) (Amendments), this Series 2022-1 Supplement may from time to time be amended, modified or
waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF III, the Trustee and the
Majority Series 2022-1 Noteholders, (ii) in the case of an amendment or modification, the Series 2022-1 Rating Agency
Condition is satisfied (unless otherwise consented to in writing by 100% of the Series 2022-1 Noteholders) with respect to such
amendment or modification and (iii) HVF III shall provide each Rating Agency notice of such amendment or modification
promptly after its execution; provided that, with respect to any such amendment, modification or waiver that does not adversely
affect in any material respect one or more Classes, Subclasses and/or Tranches of the Series 2022-1 Notes, as evidenced by an
Officer’s Certificate of HVF III, each such Class, Subclass and/or Tranche will be deemed not Outstanding for purposes of the
consent required pursuant to clause (i) of this Section 9.9(b) (Amendments) (and the calculation of the Majority Series 2022-1
Noteholders (including the Aggregate Principal Amount) will be modified accordingly); provided, further, that the consent of
any Series 2022-1 Noteholder shall not be required to provide for the issuance of any Class E Notes in accordance with Section
9.18 (Issuance of Class E Notes), subject to the satisfaction of the Series 2022-1 Rating Agency Condition with respect to such
amendment or modification;
(c) With the Consent of 100% of the Series 2022-1 Noteholders . Notwithstanding the foregoing Sections 9.9(a)
and (b) (Amendments), without the consent of 100% of the Series 2022-1 Noteholders affected by such amendment, modification
or waiver, no amendment, modification or waiver (other than any waiver effected pursuant to Section 7.1 (Amortization Events)
shall:
(i) amend or modify the definition of “Majority Series 2022-1 Noteholders” or Section 2.5 (Required Series
Noteholders) in this Series 2022-1 Supplement or otherwise reduce the percentage of Series 2022-1 Noteholders whose
consent is required to take any particular action hereunder;
(ii) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Series 2022-1 Note (or reduce the principal amount
of or rate of interest on any Series 2022-1 Note or otherwise change the manner in which interest is calculated); or
(iii) amend or modify Section 2.1(a) (Initial Issuance on the Series 2022-1 Closing Date ) , Section 4.1
(Granting Clause), Section 5.3 (Application of Funds in the Series 2022-1 Interest Collection Account ) , Section 5.4
(Application of Funds in the Series 2022-1 Principal Collection Account), Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals), Section 7.1 (Amortization Events) (other than pursuant to any waiver effected pursuant to Section 7.1
(Amortization Events) of this Series 2022-1 Supplement), Section 9.9(a), (b) or (c) (Amendments) or Section 9.19
(Trustee Obligations under the Retention Requirements ), or otherwise amend or modify any provision relating to the
amendment or modification of this Series 2022-1 Supplement or that pursuant to the Series 2022-1 Related Documents
expressly requires the consent of 100% of the Series 2022-1 Noteholders or each Series 2022-1 Noteholder affected by
such amendment or modification;
( d ) Series 2022-1 Supplemental Indentures. Each amendment or other modification to this Series 2022-1
Supplement shall be set forth in a Series 2022-1 Supplemental Indenture. The initial effectiveness of each Series 2022-1
Supplemental Indenture shall be subject to the delivery to the Trustee of an Opinion of Counsel (which may be based on an
Officer’s Certificate) that such Series 2022-1 Supplemental Indenture is authorized or permitted by this Series 2022-1
Supplement.
(e) The Trustee to Sign Amendments, etc. The Trustee shall sign any Series 2022- 1 Supplemental Indenture
authorized or permitted pursuant to this Section 9.9 (Amendments) if such Series 2022-1 Supplemental Indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee, and if such Series 2022-1 Supplemental Indenture does
adversely affect the rights, duties, liabilities or immunities of the Trustee, then the Trustee may, but need not, sign it. In signing
such Series 2022-1 Supplemental Indenture, the Trustee shall be entitled to receive, if requested, and, subject to Section 7.2
(Limited Liability Company and Governmental Authorization ) of the Base Indenture, shall be fully protected in relying upon, an
Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s Certificate) as conclusive
evidence that such Series 2022-1 Supplemental Indenture is authorized or permitted by this Section 9.9 (Amendments) and that
all conditions precedent specified in this Section 9.9 (Amendments) have been satisfied, and that it will be valid and binding upon
HVF III in accordance with its terms.
(f) Consent to Substance. It shall not be necessary for the consent of any Person pursuant to Section 9.9(a)
(Amendments) or Section 9.9(b) (Amendments) for such Person to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such Person consents to the substance thereof.
Section 9.10 Administrator to Act on Behalf of HVF III . Pursuant to the Administration Agreement, the Administrator
has agreed to provide certain services to HVF III and to take certain actions on behalf of HVF III, including performing or
otherwise satisfying any action, determination, calculation, direction, instruction, notice, delivery or other performance
obligation, in each case, permitted or required by HVF III pursuant to this Series 2022-1 Supplement. Each Noteholder by its
acceptance of a Note and the Trustee by its execution hereof, hereby consents to the provision of such services and the taking of
such action by the Administrator in lieu of HVF III and hereby agrees that HVF III’s obligations hereunder with respect to any
such services performed or action taken shall be deemed satisfied to the extent performed or taken by the Administrator and to
the extent so performed or taken by the Administrator shall be deemed for all purposes hereunder to have been so performed or
taken by HVF III; provided, that for the avoidance of doubt, none of the foregoing shall create any payment obligation of the
Administrator or relieve HVF III of any payment obligation hereunder; provided, further, that if an Amortization Event with
respect to the Series 2022-1 Notes has occurred and is continuing or if a Limited Liquidation Event of Default has occurred and
the Administrator has failed to take any action on behalf of HVF III that HVF III is required to take pursuant to the this Series
2022-1 Supplement, all or any determinations, calculations, directions, instructions, notices, deliveries or other actions required
to be effected by HVF III or the Administrator hereunder may be effected or directed by the Majority Series 2022-1 Noteholders
or any appointed agent or representative thereof, and HVF III shall, and shall cause the Administrator to, provide reasonable
assistance in furtherance of the foregoing, and the Trustee shall follow any such direction as if delivered by the Administrator or
by the Administrator on behalf of HVF III, in each case to the extent such direction is consistent with this Series 2022-1
Supplement and the Related Documents.
Section 9.11 Successors. All agreements of HVF III in this Series 2022-1 Supplement and with respect to the Series
2022-1 Notes shall bind its successor; provided, however, except as provided in Section 9.9 (Amendments), HVF III may not
assign its obligations or rights under this Series 2022-1 Supplement or any Series 2022-1 Note. All agreements of the Trustee in
this Series 2022-1 Supplement shall bind its successor.
Section 9.12 Termination of Series Supplement . This Series 2022-1 Supplement shall cease to be of further effect when
(i) all Outstanding Series 2022-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2022-1 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF III has paid all sums
payable hereunder, and (iii) the Class A/B/C/D Demand Note Payment Amount is equal to zero or the Class A/B/C/D Letter of
Credit Liquidity Amount is equal to zero.
Section 9.13 Electronic Execution. This Series 2022-1 Supplement may be transmitted and/or signed in accordance with
Section 9.7 (Execution in Counterparts, Electronic Execution) hereto.
Section 9.14 Additional UCC Representations. Without limiting any other representation or warranty given by HVF III
in the Base Indenture, HVF III hereby makes the representations and warranties set forth below in this Section 9.14 (Additional
UCC Representations) for the benefit of the Trustee and the Series 2022-1 Noteholders, in each case, as of the date hereof.
(a) General.
(i) The Series 2022-1 Supplement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Class A/B/C/D Demand Note and all of its proceeds (the “Series Collateral”) in favor of the Trustee for
the benefit of the Series 2022-1 Noteholders and in the case of each of clause (a) and (b) is prior to all other Liens on such
Indenture Collateral and Series Collateral, as applicable, except for Series 2022-1 Permitted Liens, respectively, and is
enforceable as such against creditors and purchasers from HVF III.
(ii) HVF III owns and has good and marketable title to the Indenture Collateral and the Series
Collateral free and clear of any lien, claim, or encumbrance of any Person, except for Series 2022-1 Permitted Liens,
respectively.
(b) Characterization. The Class A/B/C/D Demand Note constitutes an “instrument” within the meaning of the
applicable UCC and (b) all Manufacturer Receivables constitute “accounts” or “general intangibles” within the meaning of the
applicable UCC.
(c) Perfection by Filing. HVF III has caused or will have caused, within ten (10) days after the Series 2022-1
Closing Date, 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 any accounts and general intangibles included in the Series Collateral
granted to the Trustee.
(d) Perfection by Possession. All original copies of the Class A/B/C/D Demand Note that constitute or evidence
the Class A/B/C/D Demand Note have been delivered to the Trustee.
(e) Priority.
(i) Other than the security interest granted to the Trustee pursuant to the Series 2022-1 Supplement,
HVF III has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Series Collateral.
HVF III has not authorized the filing of and is not aware of any financing statements against HVF III that include a description
of collateral covering the Series Collateral, other than any financing statement relating to the security interests granted to the
Trustee, as secured party under the Series 2022-1 Supplement, respectively, or that has been terminated. HVF III is not aware of
any judgment or tax lien filings against HVF III.
been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
(ii) The Class A/B/C/D Demand Note does not contain any marks or notations indicating that it has
Section 9.15 Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 13.1
(Notices) of the Base Indenture, and (ii) in the case of the
Administrator, unless otherwise specified by the Administrator by notice to the respective parties hereto, in writing and
delivered in person or mailed by first-class mail (registered or certified, return receipt requested), e-mail, facsimile or overnight
air courier guaranteeing next day delivery, to:
The Hertz Corporation 8501 Williams Road
Estero, Florida 33928
Attention: Treasury Department / General Counsel Phone: [*]
Fax: [*]
E-mail: [*]
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 e-mail or facsimile shall
be deemed given on the date of delivery of such notice if received before 12:00 noon ET or the next Business Day if received at
or after 12:00 noon ET, and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date
that such notice is delivered to such overnight courier.
Section 9.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of
the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to the Base Indenture, this Series 2022-1 Supplement, the Series 2022-1 Notes or the
transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to the Base
Indenture, this Series 2022-1 Supplement, the Series 2022-1 Notes or the transactions contemplated hereby; (ii) agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action
or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any
such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was
brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner
provided for notices in Section 9.15 (Notices) (provided that, nothing in this Series 2022-1 Supplement shall affect the right of
any such party to serve process in any other manner permitted by law).
Section 9.17 Waiver of Jury Trial . EACH OF THE PARTIES HERETO 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 THE BASE INDENTURE, THIS SERIES 2022-1
SUPPLEMENT, THE SERIES 2022- 1 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.18 Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-1 Closing Date. On any
date during the Series 2022-1 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the
following conditions precedent:
(a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-1 Supplement providing
(a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the
expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the
Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect
to the Class E Notes will be the Series 2022-1 Controlled Amortization Period and (e) payment mechanics with respect to the
Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as set forth below) and such
other provisions with respect to the Class E Notes as may be required for such issuance;
(b) 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 proposed closing date for the issuance of the Class E Notes (such closing date, the
“Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company
Request (such specified Class E Notes, the “Proposed Class E Notes”):
(c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery
of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E
Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to
be authenticated and the Note Rate with respect to such Proposed Class E Notes;
(d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing
Date to the effect that:
(i) no Amortization Event with respect to the Series 2022-1 Notes, Series 2022-1 Liquidation Event,
Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur
as a result of the issuance of such Proposed Class E Notes;
authentication and delivery of such Proposed Class E Notes have been complied with or waived; and
(ii) all conditions precedent provided in this Series 2022-1 Supplement with respect to the
(iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-1
Supplement and any Series 2022-1 Related Documents will not reduce the availability of the Class A/B/C/D Liquid
Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes;
(e) No amendments to this Series 2022-1 Supplement or any Series 2022-1 Related Documents in connection with
the issuance of the Proposed Class E Notes may provide for:
(i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class
A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class
A/B/C/D Notes remain outstanding;
(ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class
A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of
demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the
benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on
the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class
A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the
availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the
Class A/B/C/D Notes in any material respect;
(iii) during the Series 2022-1 Rapid Amortization Period, payment of principal of the Class E Notes
until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds
of incremental enhancement provided solely for the benefit of the Class E Notes;
(iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D
Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-1
Supplement that expressly require the consent of each Noteholder or Series 2022-1 Noteholder, as the case may be,
materially adversely affected thereby or (y) with respect to amendments to this Series 2022-1 Supplement, any
amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or
(v) the addition of any Amortization Event with respect to the Series 2022-1 Notes other than those
related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit
enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely
supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes;
(f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an
Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class
A/B/C/D Notes substantially to the effect that:
(i) the issuance of the Proposed Class E Notes will not adversely affect the U.S. federal income tax
characterization of any Series of Notes outstanding or Class thereof that was (based upon an Opinion of Counsel)
characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and HVF III will not be
classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as
a result of such issuance;
(ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series
2022-1 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and
(iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and
issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject,
in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and to general principles of equity; and
(g) The Series 2022-1 Rating Agency Condition shall have been satisfied with respect to the issuance of the
Proposed Class E Notes and the execution of any related amendments to this Series 2022-1 Supplement and/or any other Series
2022-1 Related Document.
Section 9.19 Trustee Obligations under the Retention Requirements. In no event shall the Trustee have any
responsibility to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed
securities or other rules or regulations relating to risk retention. The Trustee shall not be charged with knowledge of such rules,
nor shall it be liable to any Series 2022-1 Noteholder or any other party for violation of such rules now or hereafter in effect.
Section 9.20 Amendment and Restatement; No Novation. This Series 2022-1 Supplement shall constitute an amendment
and restatement, but not a novation, of the Original Series 2022-1 Supplement. The execution and delivery of this Series 2022-1
Supplement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not
constitute, a novation of either (i) the obligations and liabilities of HVF III under the Original Series 2022-1 Supplement, or (ii)
the grant of a security interest in the collateral described under the Original Series 2022-1 Supplement made by HVF III to the
Trustee. Each of the parties hereto hereby affirms, ratifies, confirms, renews, extends, continues and brings forward the grant of
security interest and pledge in the Original Series 2022-1 Supplement and agrees that the liens in the collateral described therein
shall continue without any diminution thereof and shall remain in full force and effect as valid, binding, and enforceable liens on
or after the date of this Series 2022-1 Supplement. The parties hereto reaffirm all UCC financing statements and continuation
statements and amendments thereof filed and all other filings and recordations made in respect of the collateral described in the
Original Series 2022-1 Supplement and the liens and security interests granted thereunder and under this Series 2022-1
Supplement and acknowledge that such filings and recordations were and remain authorized and effective on and after the date
hereof.
IN WITNESS WHEREOF, HVF III, the Trustee and the Administrator have caused this Series 2022-1
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.
HERTZ VEHICLE FINANCING III LLC, as Issuer
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: President and Treasurer
THE HERTZ CORPORATION, as Administrator
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By: /s/ Michell L. Brumwell
Name: Mitchell L. Brumwell
Title Vice President
2022-1 SUPPLEMENT
SCHEDULE I TO THE SERIES
DEFINITIONS LIST
“144A Global Notes” has the meaning specified in Section 2.1(e) (Issuance—144A Global Notes) of this Series
2022-1 Supplement.
“Amended Series 2022-1 Supplement ” has the meaning specified in the Preamble to this Series 2022-1
Supplement.
“Applicable Procedures” has the meaning specified in Section 2.2(e) (Transfer Restrictions for Global Notes ) of
this Series 2022-1 Supplement.
“Base Indenture” has the meaning specified in the Preamble.
“Base Rent” has the meaning specified in the Lease.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (ii) any “plan” (as defined in Section 4975(E)(1) of the Code) that is subject to Section 4975 of the Code or
(iii) any entity deemed to hold the “assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section
2510.3-101, as modified by Section 3(42) of ERISA, or otherwise under ERISA).
“Blackbook Guide” has the meaning specified in the Lease.
“BNY” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its
successors and assigns.
“Class” means a class of the Series 2022-1 Notes, which may be the Class A Notes, the Class B Notes, the Class
C Notes, the Class D Notes or, if issued, the Class E Notes.
“Class A Deficiency Amount” means the Class Deficiency Amount for the Class A Notes.
“Class A Global Note” means a Class A Note that is a Regulation S Global Note or a 144A
Global Note.
“Class A Monthly Interest Amount” means, with respect to any Series 2022-1 Interest Period, an amount equal to the
Class Interest Amount for the Class A Notes.
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.
“Class A Notes” means any one of the Series 2022-1 Fixed Rate Rental Car Asset Backed Notes, Class A, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1 or Exhibit A-1-2 to this Series
2022-1 Supplement.
“Class A Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class A Notes.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes, collectively.
“Class A/B/C/D Adjusted Liquid Enhancement Amount ” means, as of any date of determination, the Class A/B/C/D
Liquid Enhancement Amount, as of such date, excluding from the calculation thereof the amount available to be drawn under any
Class A/B/C/D Defaulted Letter of Credit, as of such date.
“Class A/B/C/D Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Class A/B/C/D Principal Amount as of such date over (B) the Series 2022-1 Principal Collection Account Amount as of such
date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the
amount of cash on deposit in and Permitted Investments credited to the Class A/B/C/D L/C Cash Collateral Account as of such
date.
“Class A/B/C/D Available Reserve Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Class A/B/C/D Reserve Account as of such date.
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a
Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form of
Annex C to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Termination Demand” means a certificate substantially in the form of Annex D to
a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of
Annex B to Class A/B/C/D Letter of Credit.
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D Letter
of Credit that, as of such date, an Authorized Officer of the Administrator has actual knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in accordance with its terms
or otherwise as expressly permitted in such Class A/B/C/D Letter of Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit Provider of such
Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter of Credit or such
Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof,
or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days
with respect to the Class A/B/C/D Letter of Credit Provider of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit B-
2 to this Series 2022-1 Supplement.
“Class A/B/C/D 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 Class A/B/C/D Demand Note that were deposited into the
Series 2022-1 Distribution Account and paid to the Series 2022- 1 Noteholders during the one (1) 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 III
(or any payee of HVF III) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any withdrawal
from any Class A/B/C/D L/C 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 sixty (60) consecutive days) with
respect to Hertz shall have occurred on or before such date of determination, the Class A/B/C/D 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 Class A/B/C/D 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.
“Class A/B/C/D Demand Notice” has the meaning specified in Section 5.6(c) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) of this Series 2022-1 Supplement.
“Class A/B/C/D Disbursement” shall mean any Class A/B/C/D L/C Credit Disbursement, any Class A/B/C/D
L/C Preference Payment Disbursement, any Class A/B/C/D L/C Termination Disbursement or any Class A/B/C/D L/C Unpaid
Demand Note Disbursement under the Class A/B/C/D Letters of Credit or any combination thereof, as the context may require.
“Class A/B/C/D Downgrade Event” has the meaning specified in Section 5.8(b) (Class A/B/C/D Letters of
Credit and Class A/B/C/D Demand Notes) of this Series 2022-1 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount ” has the meaning specified in Section 5.8(b) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-1 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount Notice ” has the meaning specified in Section 5.8(b) (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-1 Supplement.
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the
related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating (or the equivalent thereof)
from Moody’s and Moody’s is rating any Class of Series 2022-1 Notes at such time, then a long-term senior unsecured debt
rating (or the equivalent thereof) from Moody’s of at least “A1”, (ii) if such Person has a short-term senior unsecured debt credit
rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2022-1 Notes at such time, then a
short-term senior unsecured debt credit rating (or the equivalent thereof) from Moody’s of at least “P-1”, (iii) if such Person has
a long-term issuer default rating from Fitch and Fitch is rating any Class of Series 2022-1 Notes at such time, then a long-term
issuer default rating from Fitch of at least “A” and (iv) if such Person has a short-term issuer default rating from Fitch and Fitch
is rating any Class of Series 2022- 1 Notes at such time, then a short-term issuer default rating from Fitch of at least “F1”.
“Class A/B/C/D L/C Cash Collateral Account ” has the meaning specified in Section 4.2(a)(ii) (Series 2022-1
Accounts) of this Series 2022-1 Supplement.
“Class A/B/C/D L/C Cash Collateral Account Collateral ” means the Series 2022-1 Account Collateral with
respect to the Class A/B/C/D L/C Cash Collateral Account.
“Class A/B/C/D L/C Cash Collateral Account Surplus ” means, with respect to any Payment Date, the lesser of
(a) the Class A/B/C/D Available L/C Cash Collateral Account Amount and (b) the excess, if any, of the Class A/B/C/D Adjusted
Liquid Enhancement Amount over the Class A/B/C/D Required Liquid Enhancement Amount on such Payment Date.
“Class A/B/C/D L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such
date and the denominator of which is the Class A/B/C/D Letter of Credit Liquidity Amount as of such date.
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of Credit
pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D Letter
of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
“Class A/B/C/D L/C Termination Disbursement ” means an amount drawn under a Class A/B/C/D Letter of
Credit pursuant to a Class A/B/C/D Certificate of Termination Demand.
“Class A/B/C/D L/C Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B/C/D
Letter of Credit pursuant to a Class A/B/C/D Certificate of Unpaid Demand Note Demand.
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form of Exhibit F to
this Series 2022-1 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit Provider in favor of the Trustee for the
benefit of the Series 2022-1 Noteholders or (ii) if issued after the Series 2022-1 Closing Date and not substantially in the form of
Exhibit F to this Series 2022-1 Supplement, that satisfies the Series 2022-1 Rating Agency Condition.
“Class A/B/C/D 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 as of such date under the Class A/B/C/D Letters of Credit, as specified therein, and
(ii) if the Class A/B/C/D L/C Cash Collateral Account has been established and funded pursuant to Section 4.2(a)(ii) (Series
2022-1 Accounts), the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date and (b) the aggregate
undrawn principal amount of the Class A/B/C/D Demand Note as of such date.
“Class A/B/C/D Letter of Credit Expiration Date” means, with respect to any Class A/B/C/D Letter of Credit, the
expiration date set forth in such Class A/B/C/D Letter of Credit, as such date may be extended in accordance with the terms of
such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of Credit, as specified therein, and (b)
if a Class A/B/C/D L/C Cash Collateral Account has been established pursuant to Section 4.2(a)(ii) (Series 2022-1 Accounts),
the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Liquid Enhancement Amount ” means, as of any date of determination, the sum of (a) the Class
A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account Amount as of such date.
“Class A/B/C/D Liquid Enhancement Deficiency ” means, as of any date of determination, the Class A/B/C/D
Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount as of such date.
“Class A/B/C/D Notes” means the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes,
collectively.
Credit.
“Class A/B/C/D Notice of Reduction” means a notice in the form of Annex E to a Class A/B/C/D Letter of
“Class A/B/C/D Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal Amount, in each case, as of
such date.
“Class A/B/C/D Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the
Class A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2022- 1 Asset Amount on such date; provided,
however, the Class A/B/C/D 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 by it under the Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount
on such date over (y) the sum of (1) the Series 2022-1 Asset Amount on such date and (2) the lesser of (a) the Class A/B/C/D
Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid Enhancement Amount on such date.
“Class A/B/C Purchase Agreement ” means the Purchase Agreement in respect of the Class A/B/C Notes, dated
January 11, 2022, by and among HVF III, Hertz and RBC Capital Markets, LLC, BNP Paribas Securities Corp., J.P. Morgan
Securities LLC and Mizuho Securities USA LLC, as initial purchasers of the Class A/B/C Notes.
“Class A/B/C/D Required Liquid Enhancement Amount ” means, as of any date of determination, an amount
equal to the product of (a) 1.75% and (b) the Class A/B/C/D Adjusted Principal Amount as of such date.
“Class A/B/C/D Required Reserve Account Amount ” means, with respect to any date of determination, an
amount equal to the greater of:
(a) the excess, if any, of
(i) the Class A/B/C/D Required Liquid Enhancement Amount over
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of such date,
excluding from the calculation of such excess the amount available to be drawn under any Class
A/B/C/D Defaulted Letter of Credit as of such date, and:
(b) the excess, if any, of:
(i) the Series 2022-1 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class
A/B/C/D Available Reserve Account Amount) over
(ii) the Series 2022-1 Asset Amount, in each case as of such date.
“Class A/B/C/D Reserve Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-1 Accounts) of
this Series 2022-1 Supplement.
“Class A/B/C/D Reserve Account Collateral ” means the Series 2022-1 Account Collateral with respect to the
Class A/B/C/D Reserve Account.
“Class A/B/C/D Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if
any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class A/B/C/D Available Reserve Account
Amount for such date.
“Class A/B/C/D Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Section 5.5(a)
(Class A/B/C/D Reserve Account Withdrawals) of this Series 2022-1 Supplement.
“Class A/B/C/D Reserve Account Surplus ” means, as of any date of determination, the excess, if any, of the
Class A/B/C/D Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date) over the Class A/B/C/D Required Reserve Account Amount, in each case, as of such date.
“Class B Deficiency Amount” means the Class Deficiency Amount for the Class B Notes. “ Class B Global
Note” means a Class B Note that is a Regulation S Global Note or a 144A Global Note.
“Class B Monthly Interest Amount” means, with respect to any Series 2022-1 Interest Period, an amount equal to the
Class Interest Amount for the Class B Notes.
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.
“Class B Notes” means any one of the Series 2022-1 Fixed Rate Rental Car Asset Backed
Notes, Class B, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1
or Exhibit A-2-2 to this Series 2022-1 Supplement.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class B Notes.
“Class C Deficiency Amount” means the Class Deficiency Amount for the Class C Notes.
"Class C Global Note” means a Class C Note that is a Regulation S Global Note or a 144A Global Note.
“Class C Monthly Interest Amount” means, with respect to any Series 2022-1 Interest Period, an amount equal to the
Class Interest Amount for the Class C Notes.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the Note Register.
“Class C Notes” means any one of the Series 2022-1 Fixed Rate Rental Car Asset Backed Notes, Class C, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1 or Exhibit A-3-2 to this Series
2022-1 Supplement.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount of the Class C Notes.
“Class Carryover Controlled Amortization Amount ” means, with respect to any Payment Date during the Series
2022-1 Controlled Amortization Period and any Class of Series 2022-1 Notes, the amount, if any, by which the amount paid to
the Noteholders of such Class pursuant to Section 5.4(c) (Application of Funds in the Series 2022-1 Principal Collection
Account) on the previous Payment Date was less than the Class Controlled Distribution Amount for the previous Payment Date
for such Class.
“Class Controlled Amortization Amount ” means, (i) with respect to the first Payment Date during the Series
2022-1 Controlled Amortization Period, for each Class, zero and (ii) with respect to any other Payment Date during the Series
2022-1 Controlled Amortization Period, for each Class, one-sixth of the Class Initial Principal Amount of such Class.
“Class Controlled Distribution Amount” means, with respect to any Payment Date and any Class of Series 2022-
1 Notes during the Series 2022-1 Controlled Amortization Period, an amount equal to the sum of the Class Controlled
Amortization Amount for such Class and such Payment Date and any Class Carryover Controlled Amortization Amount for such
Class and such Payment Date.
“Class D Amendments” has the meaning specified in the Preamble to this Series 2022-1 Supplement.
“Class D Deficiency Amount” means the Class Deficiency Amount for the Class D Notes.
“Class D Global Note” means a Class D Note that is a Regulation S Global Note or a 144A.
“Class D Monthly Interest Amount” means, with respect to any Series 2022-1 Interest Period, an amount equal to the
Class Interest Amount for the Class D Notes.
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the Note Register.
“Class D Notes” means any one of the Series 2022-1 Fixed Rate Rental Car Asset Backed Notes, Class D, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1 or Exhibit A-4-2 to this Series
2022-1 Supplement.
“Class D Principal Amount” means the Class Principal Amount of the Class D Notes.
“Class D Purchase Agreement ” means the Purchase Agreement in respect of the Original Class D 144A Global
Note, dated January 11, 2022, by and between HVF III and the Initial Class D Note Purchaser.
“Class D Regulation S Global Note” has the meaning specified in the Preamble of this Series 2022-1
Supplement.
“Class D Subsequent Initial Purchasers” means Deutsche Bank Securities Inc., Credit Agricole Securities (USA)
Inc., BofA Securities, Inc., BNP Paribas Securities Corp., and RBC Capital Markets, LLC.
“Class D Subsequent Issuance Date” means August 18, 2022.
“Class D Subsequent Purchase Agreement ” means the Purchase Agreement in respect of the Original Class D
144A Global Note, dated August 11, 2022, by and among HVF III, the Initial Class D Note Purchaser and the Class D
Subsequent Initial Purchasers.
“Class Deficiency Amount” has the meaning specified in Section 3.1 (Interest) of this Series 2022-1
Supplement.
“Class E Adjusted Asset Coverage Threshold Amount ” will have the meaning set forth in an amendment to this
Series 2022-1 Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-1
Supplement.
“Class E Initial Principal Amount” will have the meaning set forth in an amendment to this Series 2022-1
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-1 Supplement.
“Class E Monthly Interest Amount ” will have the meaning set forth in an amendment to this Series 2022-1
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-1 Supplement.
“Class E Note Rate” will have the meaning set forth in an amendment to this Series 2022- 1 Supplement entered
into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022- 1 Supplement.
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the Note Register.
“Class E Notes” has the meaning specified in the Preamble to this Series 2022-1 Supplement.
“Class E Notes Closing Date” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2022-1 Supplement.
“Class E Principal Amount” will have the meaning set forth in an amendment to this Series 2022-1 Supplement
entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-1 Supplement.
“Class Initial Principal Amount” means, for each Class of the Series 2022-1 Notes, the amount set forth in the
following table:
Class
Initial Principal Amount
A
$525,000,000
B
$60,000,000
C
$67,500,000
D
$97,500,000
“Class Interest Amount” means, for each Class of Notes for any Series 2022-1 Interest Period (a) with respect to
the initial Series 2022-1 Interest Period, an amount equal to the product of (i) the applicable Note Rate for such Class, (ii) the
Class Initial Principal Amount for such Class, and (iii) 36/360, and (b) with respect to each Series 2022-1 Interest Period
thereafter, an amount equal to sum of (i)
the product of (A) one-twelfth of the applicable Note Rate for such Class, and (B) the Class Principal Amount for such Class as
of the first day of such Series 2022-1 Interest Period, after giving effect to any principal payments made on such date, plus (ii)
the aggregate amount of any unpaid Class Deficiency Amounts for such Class, after giving effect to all payments made on the
preceding Payment Date (together with any accrued interest on such Class Deficiency Amounts at the applicable Note Rate for
such Class).
“Class Principal Amount” means, when used with respect to Class and any date, an amount equal to (a) the Class
Initial Principal Amount with respect to such Class minus (b) the sum of the amount of principal payments made to the
Noteholders of such Class on or prior to such date minus (c) the principal amount of any Series 2022-1 Notes of such Class that
have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Series 2022-1
Note was issued on or prior to such date.
“Confidential Information” means information that Hertz or any Affiliate thereof (or any successor to any such
Person in any capacity) furnishes to a Noteholder or a Note Owner, but does not include any such information (i) that is or
becomes generally available to the public other than as a result of a disclosure by a Noteholder or a Note Owner or other Person
to which a Noteholder or a Note Owner delivered such information, (ii) that was in the possession of a Noteholder or a Note
Owner prior to its being furnished to such Noteholder or Note Owner by Hertz or any Affiliate thereof; provided that, there exists
no obligation of any such Person to keep such information confidential, or (iii) that is or becomes available to a Noteholder or a
Note Owner from a source other than Hertz or an Affiliate thereof; provided that, such source is not (1) known, or would not
reasonably be expected to be known, to a Noteholder or a Note Owner to be bound by a confidentiality agreement with Hertz or
any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be expected to be known, to a Noteholder or a
Note Owner to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.
“Controlling Person” means a Person (other than a Benefit Plan) that has discretionary authority or control with
respect to the assets of HVF III or that provides investment advice for a fee (direct or indirect) with respect to such assets (or an
“affiliate” of such a Person (as defined in the Plan Assets Regulation)).
“Determination Date” means the date five (5) Business Days prior to each Payment Date.
“Disposition Proceeds” means, with respect to each Non-Program Vehicle, the net proceeds from the sale or
disposition of such Non-Program Vehicle to any Person (other than any portion of such proceeds payable by the Lessee thereof
pursuant to the Lease).
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
“Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of
any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ Expected Final Payment
Date” means, with respect to the Series 2022-1 Notes, the Payment Date in June 2025.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or
regulatory legislation, rules, guidelines or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.
“Final Base Rent” has the meaning specified in the Lease.
“First Amendment to the Series 2022-1 Supplement ” has the meaning specified in the Preamble to this Series
2022-1 Supplement.
“Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes, the Class C Global
Notes and the Class D Global Notes that are Regulation S Global Notes or 144A Global Notes.
“Initial Class D Note Purchaser” means The Hertz Corporation, in its capacity as the initial purchaser of the Class D
Notes pursuant to the Class D Purchase Agreement.
“Lease Payment Deficit Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee )
of this Series 2022-1 Supplement.
“Legal Final Payment Date” means, with respect to the Series 2022-1 Notes, the Payment Date in June 2026.
“Majority Series 2022-1 Controlling Class” means (i) for so long as the Class A Notes are outstanding, Class A
Noteholders holding more than 50% of the principal amount of the Class A Notes, (ii) if no Class A Notes are outstanding, Class
B Noteholders holding more than 50% of the principal amount of the Class B Notes, (iii) if no Class A Notes or Class B Notes
are outstanding, Class C Noteholders holding more than 50% of the principal amount of the Class C Notes, (iv) if no Class A
Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of the principal amount of
the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding and (y) Class
E Notes have been issued and are outstanding, Class E Noteholders holding more than 50% of the principal amount of the Class
E Notes.
“Majority Series 2022-1 Noteholders” means Series 2022-1 Noteholders holding more than 50% of the Series
2022-1 Principal Amount (excluding any other Series 2022-1 Notes held by HVF III or any Affiliate of HVF III (other than
Series 2022-1 Notes held by an Affiliate Issuer)). The Majority Series 2022-1 Noteholders shall be the “Required Series
Noteholders” with respect to the Series 2022-1 Notes.
“Make-Whole End Date” means, with respect to the Series 2022-1 Notes, the date that is six months prior to the
commencement of the Series 2022-1 Controlled Amortization Period.
“Make-Whole Premium” means, with respect to any Class A/B/C/D Note on its related Redemption Date, (a) for
any Redemption Date occurring prior to the Make-Whole End Date the present value on such Redemption Date of all required
remaining scheduled interest payments due on such Class A/B/C/D Note on each Payment Date occurring prior to the Make-
Whole End Date (excluding accrued and unpaid interest through such Redemption Date), computed using a discount rate equal to
the Treasury Rate plus 0.25%, as calculated by HVF III (or by the HVF III’s designee) and (b) for any Redemption Date after the
Make-Whole End Date, zero.
“Monthly Blackbook Mark” has the meaning specified in the Lease.
“Monthly NADA Mark” has the meaning specified in the Lease.
“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.
“Net Book Value ” has the meaning specified in the Lease.
“Note Owner” means with respect to any Global Note, any Person who is a beneficial owner of an interest in
such 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).
“Note Rate” means, with respect to each Class of Series 2022-1 Notes issued on the Series 2022-1 Closing Date,
the rate set forth in the following table:
Class
Note Rate
A
1.99%
B
2.19%
C
2.63%
D
4.85%
“Original Class D 144A Global Note ” has the meaning specified in the Preamble to this Series 2022-1
Supplement.
“Outstanding” means with respect to the Series 2022-1 Notes (or any Class of Series 2022- 1 Notes), all Series
2022-1 Notes (or Series 2022-1 Notes of a particular Class, as applicable) theretofore authenticated and delivered under the Base
Indenture and this Series 2022-1 Supplement, except (a) Series 2022-1 Notes theretofore cancelled or delivered to the Registrar
for cancellation, (b) Series 2022-1 Notes that have not been presented for payment but funds for the payment of which are on
deposit in the Series 2022-1 Distribution Account and are available for payment in full of such Series 2022-1 Notes, and Series
2022-1 Notes that are considered paid pursuant to Section 8.1 (Payment of Notes) of the Base Indenture, and (c) Series 2022-1
Notes in exchange for or in lieu of other Series 2022-1 Notes that have been authenticated and delivered pursuant to the Base
Indenture unless proof satisfactory to the Trustee is presented that any such Series 2022-1 Notes are held by a purchaser for
value.
“Past Due Rent Payment” means, with respect to any Series 2022-1 Lease Payment Deficit and any Lessee, any
payment of Base Rent, Monthly Variable Rent or other amounts payable by such Lessee under the Lease with respect to which
such Series 2022-1 Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the
occurrence of such Series 2022-1 Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series
2022-1 Lease Payment Deficit.
“Past Due Rental Payments Priorities” means the priorities of payments set forth in Section 5.7 (Past Due Rental
Payments) of this Series 2022-1 Supplement.
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by
instruments in bearer or registered in book-entry form which evidence:
(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 and “A-1+” by S&P 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+” and a
credit rating from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits,
or a rating from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in
the case of long-term unsecured obligations;
(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+” and a rating from
Moody’s of “P-1”;
(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 and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”;
(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 commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s; and
(viii) any other instruments or securities, if each Rating Agency then rating any outstanding Class of
Series 2022-1 Notes at the request of HVF III will not have advised in writing that the
investment in such instruments or securities will result in the reduction or withdrawal of its then-
current rating of such outstanding Class of Series 2022-1 Notes;
provided that for so long as Fitch is rating any Class of Series 2022-1 Notes, (x) any investment in a money
market fund rated by Fitch will only be a Permitted Investment if such money market fund has a rating of “AAAmmf” from
Fitch, (y) any investment in commercial paper will only be a Permitted Investment if such commercial paper has (at the earlier of
the time of the investment and the time of the contractual commitment to invest therein) a rating of “F1” from Fitch, and (z) any
other Permitted Investment (other than those described clause (i) above) will only be a Permitted Investment if the institution
issuing such Permitted Investment has a long-term issuer default rating of at least “A” by Fitch and a short-term issuer default
rating of “F1” by Fitch.
“Plan Assets Regulation ” means United States Department of Labor Regulation Section 2510.3-101, as
modified by Section 3(42) of ERISA.
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D Demand Note
and distributed to the Series 2022-1 Noteholders in respect of amounts owing under the Series 2022-1 Notes that is recoverable
or that has been recovered (and not subsequently repaid) 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.
“Pro Rata Share” means, with respect to each Class A/B/C/D Letter of Credit issued by any Class A/B/C/D
Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount
under such Class A/B/C/D Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all
Class A/B/C/D Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect
to any Class A/B/C/D Letter of Credit Provider as of any date, if the related Class A/B/C/D Letter of Credit Provider has not
complied with its obligation to pay the Trustee the amount of any draw under such Class A/B/C/D Letter of Credit made prior to
such date, the available amount under such Class A/B/C/D 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 Class A/B/C/D Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A/B/C/D
Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Class A/B/C/D Letters of
Credit).
“Proposed Class E Notes” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2022-1 Supplement.
“QIB” has the meaning specified in Section 2.1(c) (Issuance—Form of the Class A/B/C/D Notes) of this Series
2022-1 Supplement.
“Rating Agencies” means (a) with respect to the Class A Notes, Class B Notes and the Class C Notes, Fitch and
Moody’s, (b) with respect to the Class D Notes, Moody’s, and (c) with respect to any Class of Series 2022-1 Notes, any other
nationally recognized rating agency rating the Series 2022-1 Notes at the request of HVF III; provided, that if at any time any
nationally recognized rating agency shall cease to rate any Class of Series 2022-1 Notes, such rating agency shall be deemed not
to be a Rating Agency with respect to such Class of Series 2022-1 Notes for so long as such rating agency continues not to rate
such Class of Series 2022-1 Notes.
“Record Date” means, with respect to any Payment Date, the last day of the Related Month; provided that the
Record Date with respect to the initial Payment Date shall be the Series 2022-1 Closing Date.
“Redemption Date” has the meaning specified in Section 9.1(a) (Optional Redemption of the Series 2022-1
Notes) of this Series 2022-1 Supplement.
“Re-issued Class D 144A Global Note ” has the meaning specified in the Preamble of this Series 2022-1
Supplement.
“Regulation S” means Regulation S promulgated under the Securities Act.
“Regulation S Global Notes” has the meaning specified in Section 2.1(f) (Issuance— Regulation S Global Notes)
of this Series 2022-1 Supplement.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended
calendar month and (ii) with respect to any other date, the calendar month in which such date occurs.
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination, (a) if such Person has
both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date, then the higher of such two
ratings as of such date, and (b) if such Person has only one of a senior unsecured rating by Fitch and a long term issuer default rating
by Fitch as of such date, then such rating of such Person as of such date; provided that if such Person does not have any of such
ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such Person as of such date.
“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such Person
has both a long term senior unsecured rating by Moody’s and a long term corporate family rating by Moody’s as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a long term senior unsecured rating
by Moody’s and a long term corporate family rating by Moody’s as of such date, then such rating of such Person as of such date;
provided that if such Person does not have any of such ratings as of such date, then there shall be no Relevant Moody’s Rating
with respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with
respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such date and (c) with respect to S&P, the Relevant
S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term local
issuer rating by S&P of such Person as of such date; provided that if such Person does not have a long term local issuer rating by
S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.
“Restatement Date Class D Notes” has the meaning specified in the Preamble of this Series 2022-1 Supplement.
“Restricted Notes” means the Global Notes and all other Series 2022-1 Notes evidencing the obligations, or any
portion of the obligations, initially evidenced by the Global Notes, other than
certificates transferred or exchanged upon certification as provided in Article II of this Series 2022-1 Supplement.
“Rule 144A” means Rule 144A promulgated under the Securities Act.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Intermediary” has the meaning specified in Section 4.3(a) (Trustee as Securities Intermediary) of this
Series 2022-1 Supplement.
“Senior Class of Series 2022-1 Notes” means (a) with respect to the Class B Notes, the Class A Notes, (b) with
respect to the Class C Notes, the Class A Notes and the Class B Notes, (c) with respect to the Class D Notes, the Class A Notes,
the Class B Notes and the Class C Notes and (d) with respect to the Class E Notes (if issued), the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes.
“Senior Interest Waterfall Shortfall Amount ” means, with respect to any Payment Date, the excess, if any, of (a)
the sum of the amounts payable (without taking into account availability of funds) pursuant to Sections 5.3(a) through (h)
(Application of Funds in the Series 2022-1 Interest Collection Account ) on such Payment Date over (b) the sum of (i) the Series
2022-1 Payment Date Available Interest Amount with respect to the Series 2022-1 Interest Period ending on such Payment Date
and (ii) the aggregate amount of all deposits into the Series 2022-1 Interest Collection Account with proceeds of the Class
A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each Class A/B/C/D Letter of Credit and each Class A/B/C/D
L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that the amount
calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from the Series 2022-1 Principal Collection Account for deposit into the Series 2022-1 Interest Collection Account
on such Payment Date.
“Series 2022-1 Account Collateral ” has the meaning specified in Section 4.1 (Granting Clause) of this Series
2022-1 Supplement.
“Series 2022-1 Accounts ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-1 Accounts) of this Series
2022-1 Supplement.
“Series 2022-1 Accrued Amounts ” means, on any date of determination, the sum of the amounts payable
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (l) (Application of Funds in the Series
2022-1 Interest Collection Account) that have accrued and remain unpaid as of such date. The Series 2022-1 Accrued Amounts
shall be the “Accrued Amounts” with respect to the Series 2022-1 Notes.
“Series 2022-1 Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the greater
of (x) the greater of (a) the excess, if any, of (i) the Series 2022-1 Asset Coverage Threshold Amount over (ii) the sum of (A) the
Class A/B/C/D Letter of Credit Amount and (B) the Class A/B/C/D Available Reserve Account Amount and (b) the Class
A/B/C/D Adjusted Principal Amount, in each case, as of such date and (y) the Class E Adjusted Asset Coverage Threshold
Amount as of such date. The Series 2022-1 Adjusted Asset Coverage Threshold Amount shall be the “Asset Coverage Threshold
Amount” with respect to the Series 2022-1 Notes.
“Series 2022-1 Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A) the
Series 2022-1 Principal Amount as of such date over (B) the Series 2022-1 Principal Collection Account Amount as of such
date. The Series 2022-1 Adjusted Principal Amount shall be the “Series Adjusted Principal Amount” with respect to the Series
2022-1 Notes.
“Series 2022-1 Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the
Series 2022-1 Percentage of fees payable to the Administrator pursuant to the Administration Agreement on such Payment Date.
“Series 2022-1 Asset Amount ” means, as of any date of determination, the product of (i) the Series 2022-1
Floating Allocation Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.
“Series 2022-1 Asset Coverage Threshold Amount ” means, as of any date of determination, the Class A/B/C/D
Adjusted Principal Amount divided by the Series 2022-1 Blended Advance Rate, in each case as of such date.
“Series 2022-1 Blended Advance Rate ” means as of any date of determination, the lesser of the Series 2022-1
Moody’s Blended Advance Rate as of such date and 88.95%.
“Series 2022-1 Capped Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the lesser of (i) the Series 2022-1 Administrator Fee Amount with respect to such Payment Date and (ii) $600,000.
“Series 2022-1 Capped Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i)
the Series 2022-1 Operating Expense Amount, with respect to such Payment Date and
(ii) the excess, if any, of (x) $600,000 over (y) the sum of the Series 2022-1 Administrator Fee Amount and the
Series 2022-1 Trustee Fee Amount, in each case with respect to such Payment Date.
“Series 2022-1 Capped Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
lesser of (i) the Series 2022-1 Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $600,000
over the Series 2022-1 Administrator Fee Amount with respect to such Payment Date.
“Series 2022-1 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Carrying
Charges):
III to:
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by HVF
(a) the Trustee (other than Series 2022-1 Trustee Fee Amounts),
(b) the Administrator (other than Series 2022-1 Administrator Fee Amounts),
(c) the Back-Up Disposition Agent, or
(c) any other party to a Series 2022-1 Related Document,
in each case under and in accordance with such Series 2022-1 Related Document, plus
(ii) any other operating expenses of HVF III that have been invoiced as of such date and are then payable by
HVF III relating the Series 2022-1 Notes.
“Series 2022-1 Closing Date ” means January 19, 2022.
“Series 2022-1 Collateral” means the Indenture Collateral, each Class A/B/C/D Letter of Credit, the Series
2022-1 Account Collateral with respect to each Series 2022-1 Account and each Class A/B/C/D Demand Note.
“Series 2022-1 Controlled Amortization Period ” means the period commencing upon the close of business on
November 30, 2024 (or, if such day is not a Business Day, the Business Day immediately preceding such day), and, in each case,
continuing to the earliest of (i) the commencement of the Series 2022-1 Rapid Amortization Period, (ii) the date on which the
Series 2022-1 Notes are fully paid and (iii) the termination of this Series 2022-1 Supplement.
“Series 2022-1 Daily Interest Allocation ” means, on each Series 2022-1 Deposit Date, the Series 2022-1
Invested Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on
such date.
“Series 2022-1 Daily Principal Allocation ” means, on each Series 2022-1 Deposit Date, an amount equal to the
Series 2022-1 Invested Percentage (as of such date) of the aggregate amount of Principal Collections deposited into the
Collection Account on such date.
“Series 2022-1 Deposit Date ” means each Business Day on which any Collections are deposited into the
Collection Account.
“Series 2022-1 Disposed Vehicle Threshold Number ” means (a) for any Determination Date on which the sum
of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is greater than or equal to $6,000,000,000, 13,500 vehicles, (b) for any Determination Date on which the
sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles and (c) for any
Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.
“Series 2022-1 Distribution Account” has the meaning specified in Section 4.2(a)(iii) (Series 2022-1 Accounts)
of this Series 2022-1 Supplement.
“Series 2022-1 Excess Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the excess, if any, of (i) the Series 2022-1 Administrator Fee Amount with respect to such Payment Date over (ii) the Series
2022-1 Capped Administrator Fee Amount with respect to such Payment Date.
“Series 2022-1 Excess Operating Expense Amount ” means, with respect to any Payment Date the excess, if
any, of (i) the Series 2022-1 Operating Expense Amount with respect to such Payment Date over (ii) the Series 2022-1 Capped
Operating Expense Amount with respect to such Payment Date.
“Series 2022-1 Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
excess, if any, of (i) the Series 2022-1 Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2022-1 Capped
Trustee Fee Amount with respect to such Payment Date.
“Series 2022-1 Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus
the lower of (x) the lowest Series 2022-1 Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination
Date (including such date of determination) within the preceding twelve (12) calendar months (or such fewer number of months
as have elapsed since the Series 2022-1 Closing Date) and (y) the lowest Series 2022-1 Market Value Average as of any
Determination Date within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since
the Series 2022-1 Closing Date).
“Series 2022-1 Floating Allocation Percentage ” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2022-1 Adjusted Asset Coverage Threshold Amount as of such date and the
denominator of which is the Aggregate Asset Coverage Threshold Amount as of such date.
“Series 2022-1 Interest Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-1
Accounts) of this Series 2022-1 Supplement.
“Series 2022-1 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 2022-1 Interest
Period commenced on and included the Series 2022-1 Closing Date and ended on and included February 25, 2022.
“Series 2022-1 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,
(i) the numerator of which shall be equal to:
(x) during the Series 2022-1 Revolving Period, the Series 2022-1 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the immediately preceding Related
Month (or, until the end of the initial Related Month after the Series 2022-1 Closing Date, on the Series
2022-1 Closing Date),
(y) during any Series 2022-1 Controlled Amortization Period and the Series 2022-1 Rapid
Amortization Period, but prior to the first date on which an Amortization Event has been declared or has
automatically occurred with respect to all Series of Notes, the Series 2022-1 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the Series 2022-1 Revolving Period, and
(z) on and after the first date on which an Amortization Event has been declared or
automatically occurred with respect to all Series of Notes, the Series 2022-1 Adjusted Asset Coverage
Threshold Amount as of the close of business on the day immediately prior to such first date on which
an Amortization Event has been declared or automatically occurred with respect to all Series of Notes,
and
(ii) the denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the
same date used to determine the numerator in clause (i); provided that, if the principal amount of any other
Series of Notes shall have been reduced to zero on any date after the date used to determine the numerator in
clause (i)(z), then the Asset Coverage Threshold Amount with respect to such Series of Notes shall be excluded
from the calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date
of determination following the date on which the principal amount of such other Series of Notes shall have been
reduced to zero;
(b) when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of
which shall be the Series 2022-1 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.
Notwithstanding the foregoing and for the avoidance of doubt, on any date of determination after the date on
which the Series 2022-1 Principal Amount shall have been reduced to zero, the Series 2022-1 Invested Percentage shall equal
zero.
“Series 2022-1 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 that pursuant to Section 5.2(a) (Collections Account) would have been
deposited into the Series 2022-1 Interest Collection Account if all payments of Monthly Variable Rent required to have been
made under the Lease from but excluding the preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Interest Collections that pursuant to Section 5.2(a) (Collections Account) have been received
for deposit into the Series 2022-1 Interest Collection Account from but excluding the preceding Payment Date to and including
such Payment Date.
“Series 2022-1 Lease Payment Deficit ” means either a Series 2022-1 Lease Interest Payment Deficit or a Series
2022-1 Lease Principal Payment Deficit.
“Series 2022-1 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 2022-1 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) all amounts deposited into the Series 2022-1 Principal Collection Account on or prior to such Payment
Date on account of such Series 2022-1 Lease Principal Payment Deficit.
“Series 2022-1 Lease Principal Payment Deficit ” means on any Payment Date the sum of (a) the Series 2022-1
Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2022-1 Lease Principal Payment Carryover
Deficit for such Payment Date.
“Series 2022-1 Liquidation Event ” means, so long as such event or condition continues:
(a) any Amortization Event with respect to the Series 2022-1 Notes described in clauses (a) through (d) of
Section 7.1 (Amortization Events) of this Series 2022-1 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein);
(b) any Amortization Event with respect to the Series 2022-1 Notes described in clauses (e) through (g) of
Section 7.1 (Amortization Events) of this Series 2022-1 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein) after declaration thereof by the Majority Series 2022-
1 Controlling Class; or
(c) any Amortization Event specified in clauses (a) or (b) of Article IX of the Base Indenture after declaration
thereof by the Majority Series 2022-1 Controlling Class.
Each Series 2022-1 Liquidation Event shall be a “Limited Liquidation Event of Default” with respect to the
Series 2022-1 Notes.
“Series 2022-1 Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage
set forth opposite such Manufacturer in such table; provided that the Manufacturer Limit for Tesla may be increased by an
amount not to exceed 15.00% subject to satisfaction of the Rating Agency Condition.
Manufacturer
Manufacturer Limit
Audi
12.50%
BMW
12.50%
Chrysler
55.00%
Fiat
12.50%
Ford
55.00%
GM
55.00%
Honda
55.00%
Hyundai
55.00%
Jaguar
12.50%
Kia
55.00%
Land Rover
12.50%
Lexus
12.50%
Mazda
35.00%
Mercedes
12.50%
Nissan
55.00%
Subaru
12.50%
Tesla
25.00%
Toyota
55.00%
Volkswagen
55.00%
Volvo
35.00%
Hyundai & Kia Combined
55.00%
Chrysler & Fiat Combined
55.00%
Volkswagen & Audi Combined
55.00%
Any other individual Manufacturer
10.00%
“Series 2022-1 Market Value Average ” means, as of any date of determination, the percentage equivalent (not to
exceed 100% for purposes of determining additional enhancement) of a
fraction, the numerator of which is the average of the Series 2022-1 Non-Program Fleet Market Value as of the three (3)
preceding Determination Dates and the denominator of which is the average of the aggregate Net Book Value of all Non-
Program Vehicles as of such three (3) preceding Determination Dates.
“Series 2022-1 Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, an amount equal to the product of (a) the Series 2022-1 Manufacturer Percentage for such Manufacturer and (b)
the Aggregate Asset Amount as of such date.
“Series 2022-1 Measurement Month ” on any Determination Date, means each complete calendar month, or the
smallest number of consecutive complete calendar months preceding such Determination Date, in which at least the Series 2022-
1 Disposed Vehicle Threshold Number of vehicles were sold to unaffiliated third parties ( provided that, HVF III, in its sole
discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Series 2022-1
Measurement Month shall be included in any other Series 2022-1 Measurement Month.
“Series 2022-1 Medium-Duty Truck Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle that is a medium-duty truck for which the Disposition Date has not occurred as of
such date.
“Series 2022-1 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 that pursuant to Section 5.2(b) (Collections Allocation) would
have been deposited into the Series 2022-1 Principal Collection Account if all payments required to have been made under the
Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the
aggregate amount of Principal Collections that pursuant to Section 5.2(b) (Collections Allocation) have been received for deposit
into the Series 2022-1 Principal Collection Account from but excluding the preceding Payment Date to and including such
Payment Date.
“Series 2022-1 Moody’s AAA Components ” means each of:
(i) the Series 2022-1 Moody’s Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2022-1 Moody’s Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2022-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2022-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2022-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2022-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2022-1 Moody’s Remainder AAA Amount.
“Series 2022-1 Moody’s AAA Select Component ” means each Series 2022-1 Moody’s AAA Component other
than the Due and Unpaid Lease Payment Amount.
“Series 2022-1 Moody’s Adjusted Advance Rate ” means, as of any date of determination, with respect to any
Series 2022-1 Moody’s AAA Select Component, a percentage equal to the greater of:
(a)
(i) the Series 2022-1 Moody’s Baseline Advance Rate with respect to such Series 2022-1 Moody’s
AAA Select Component as of such date, minus
(ii) the Series 2022-1 Moody’s Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2022-1 Moody’s AAA Select Component, minus
(iii) the Series 2022-1 Moody’s MTM/DT Advance Rate Adjustment as of such date, if any, with
respect to such Series 2022-1 Moody’s AAA Select Component; and
(b) zero.
“Series 2022-1 Moody’s Baseline Advance Rate ” means, with respect to each Series 2022- 1 Moody’s AAA
Select Component, the percentage set forth opposite such Series 2022-1 Moody’s AAA Select Component in the following table:
Series 2022-1 Moody’s AAA Select Component
Series 2022-1 Moody’s Baseline
Advance Rate
Series 2022-1 Moody’s Eligible Investment Grade Program Vehicle
Amount
Series 2022-1 Moody’s Eligible Investment Grade Program Receivable
Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade Program Vehicle
Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2022-1 Moody’s Eligible Investment Grade Non-Program Vehicle
Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount
Series 2022-1 Medium-Duty Truck Amount
Cash Amount
Series 2022-1 Moody’s Remainder AAA Amount
95.00%
95.00%
92.00%
92.00%
0.00%
85.00%
85.00%
65.00%
100.00%
0.00%
“Series 2022-1 Moody’s Blended Advance Rate ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2022-1 Moody’s Blended Advance Rate Weighting Numerator and
the denominator of which is the Series 2022-1 Moody’s Blended Advance Rate Weighting Denominator, in each case as of such
date.
“Series 2022-1 Moody’s Blended Advance Rate Weighting Denominator ” means, as of any date of
determination, an amount equal to the sum of each Series 2022-1 Moody’s AAA Select Component, in each case as of such date.
“Series 2022-1 Moody’s Blended Advance Rate Weighting Numerator ” means, as of any date of determination,
an amount equal to the sum of an amount with respect to each Series 2022-1 Moody’s AAA Select Component equal to the
product of such Series 2022-1 Moody’s AAA Select Component and the Series 2022-1 Moody’s Adjusted Advance Rate with
respect to such Series 2022-1 Moody’s AAA Select Component, in each case as of such date.
“Series 2022-1 Moody’s Concentration Adjusted Advance Rate ” means as of any date of
(i) with respect to the Series 2022-1 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, the excess, if any, of the Series 2022-1 Moody’s Baseline Advance Rate with respect to such
Series 2022-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount over the Series 2022-1 Moody’s
Concentration Excess Advance Rate Adjustment with respect to such Series 2022-1 Moody’s Eligible Investment Grade
Non-Program Vehicle Amount, in each case as of such date, and
(ii) with respect to the Series 2022-1 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2022-1 Moody’s Baseline Advance Rate with respect to such Series 2022-1 Moody’s
Eligible Non-Investment Grade Non-Program Vehicle Amount over the Series 2022-1 Moody’s Concentration Excess
Advance Rate Adjustment with respect to such Series 2022-1 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount, in each case as of such date.
“Series 2022-1 Moody’s Concentration Excess Advance Rate Adjustment ” means, with respect to any Series
2022-1 Moody’s AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a
fraction, the numerator of which is (I) the product of (A) the portion of the Series 2022-1 Moody’s Concentration Excess
Amount, if any, allocated to such Series 2022-1 Moody’s AAA Select Component by HVF III and (B) the Series 2022-1
Moody’s Baseline Advance Rate with respect to such Series 2022-1 Moody’s AAA Select Component, and the denominator of
which is (II) such Series 2022-1 Moody’s AAA Select Component, in each case as of such date, and (b) the Series 2022- 1
Moody’s Baseline Advance Rate with respect to such Series 2022-1 Moody’s AAA Component; provided that, the portion of the
Series 2022-1 Moody’s Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the
portion of such Series 2022-1 Moody’s AAA Select Component that was included in determining whether such Series 2022-1
Moody’s Concentration Excess Amount exists.
“Series 2022-1 Moody’s Concentration Excess Amount ” means, as of any date of determination, the sum of (i)
the Series 2022-1 Moody’s Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if
any, (ii) the Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series
2022-1 Moody’s Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2022-1 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of
calculating this definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2022-1
Moody’s Eligible Manufacturer Receivables, in each case, included in the Series 2022-1 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-1 Moody’s Manufacturer Concentration
Excess Amount and designated by HVF III to constitute Series 2022-1 Moody’s Manufacturer Concentration Excess Amounts,
as of such date, shall not be included in the Series 2022-1 Non-Liened Vehicle Amount for purposes of calculating the Series
2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2022-1 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-1 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date or the Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of
such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2022-1 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF
III to constitute Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be
included in the Series 2022-1 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating
the Series 2022-1 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series 2022-1 Medium-Duty
Truck Amount for purposes of calculating the Series 2022-1 Moody’s Medium-Duty Truck Concentration Excess Amount as of
such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series 2022-1 Medium-
Duty Truck Amount for purposes of calculating the Series 2022-1 Moody’s Medium-Duty Truck Concentration Excess Amount
and designated by HVF III to constitute Series 2022-1 Moody’s Medium- Duty Truck Concentration Excess Amounts as of such
date, shall not be included in the Series 2022-1 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2022-1 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series
2022- 1 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-1 Moody’s Non-Liened Vehicle Concentration
Excess Amount as of such date, (iv) the amount of any Series 2022-1 Moody’s Eligible Manufacturer Receivables included in the
Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of calculating the
Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount and designated by
HVF III to constitute Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amounts
as of such date, shall not be included in the Series 2022-1 Moody’s Manufacturer Amount for the Manufacturer with respect to
such Series 2022-1 Moody’s Eligible Manufacturer Receivable for purposes of calculating the Series 2022-1 Moody’s
Manufacturer Concentration Excess Amount, as of such date and (v) the determination of which Eligible Vehicles (or the Net
Book Value thereof) or Series 2022-1 Moody’s Eligible Manufacturer Receivables are designated as constituting (A) Series
2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-1 Moody’s Medium-Duty Truck
Concentration Excess Amounts, (C) Series 2022-1 Moody’s Manufacturer Concentration Excess Amounts and (D) Series 2022-1
Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amounts, in each case, as of such date shall
be made iteratively by HVF III in its reasonable discretion.
“Series 2022-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022- 1 Moody’s Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2022-1 Moody’s Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2022-1 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2022-1 Moody’s Investment Grade Manufacturers.
“Series 2022-1 Moody’s Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022-1 Moody’s Investment Grade Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2022-1 Moody’s Eligible Manufacturer Receivable ” means, as of any date of
determination:
(i) each Manufacturer Receivable by any Manufacturer that has a Relevant Moody’s
Rating as of such date of at least “A3” pursuant to a Manufacturer Program that, as of such date, has not remained unpaid
for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable;
(ii) each Manufacturer Receivable by any Manufacturer that (a) has a Relevant Moody’s Rating as of such date
of (i) less than “A3” and (ii) at least “Baa3”, pursuant to a Manufacturer Program that, as of such date, has not remained
unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable; and
(iii) each Manufacturer Receivable by a Series 2022-1 Moody’s Non-Investment Grade (High) Manufacturer
or a Series 2022-1 Moody’s Non-Investment Grade (Low) Manufacturer, in
any case, pursuant to a Manufacturer Program, that, as of such date, has not remained unpaid for more than 90 calendar
days past the Disposition Date with respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2022-1 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2022-1 Moody’s Non-Investment Grade (High) Manufacturers.
“Series 2022-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2022-1 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2022-1 Moody’s Non-Investment Grade (Low) Manufacturers.
“Series 2022-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date
of determination, the sum of the Net Book Value of each Series 2022-1 Moody’s Non-Investment Grade Non-Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2022-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2022-1 Moody’s Non-Investment Grade (High)
Program Vehicle and each Series 2022-1 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case, for which the
Disposition Date has not occurred as of such date.
“Series 2022-1 Moody’s Investment Grade Manufacturer ” means, as of any date of determination, (a) any
Manufacturer that has a Relevant Moody’s Rating as of such date of at least “Baa3”, and (b) any Manufacturer that (i) does not
have a Relevant Moody’s Rating of at least “Baa3” as of such date, (ii) does not have a long-term corporate family rating from
Moody’s as of such date, and (iii) has a long-term senior unsecured debt rating from Moody’s of at least “Ba1” as of such date;
provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in
HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade
(as applicable) by Moody’s for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of
any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and
(y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-1 Moody’s Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2022-1 Moody’s Investment Grade Manufacturer that is not a Series 2022-1 Moody’s
Investment Grade Program Vehicle as of such date.
“Series 2022-1 Moody’s Investment Grade Program Vehicle ” means, as of any date of determination, any
Program Vehicle manufactured by a Series 2022-1 Moody’s Investment Grade Manufacturer that is subject to a Manufacturer
Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as
of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease
(or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-1 Moody’s Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2022-1 Moody’s Eligible Manufacturer Receivables with respect to such
Manufacturer.
“Series 2022-1 Moody’s Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer
as of any date of determination, the excess, if any, of the Series 2022-1 Moody’s Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2022-1 Maximum Manufacturer Amount with respect to such Manufacturer as of
such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value of any Eligible
Vehicle included in the Series 2022-1 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes
of calculating the Series 2022-1 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute
Series 2022-1 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall not be included in either of (x) the
Series 2022-1 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-1 Moody’s Non-Liened Vehicle
Concentration Excess Amount as of such date or (y) the Series 2022-1 Medium-Duty Truck Amount for purposes of calculating
the Series 2022-1 Moody’s Medium-Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book Value of any
Eligible Vehicle included in the Series 2022-1 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-1
Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2022-1 Moody’s
Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be included in the Series 2022-1 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-1 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the
Series 2022-1 Medium-Duty Truck Amount for purposes of calculating the Series 2022-1 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-1 Moody’s Medium-Duty Truck
Concentration Excess Amounts as of such date, shall not be included in the Series 2022-1 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-1 Moody’s Manufacturer Concentration
Excess Amount, as of such date, (iv) the amount of any Series 2022-1 Moody’s Eligible Manufacturer Receivables included in
the Series 2022- 1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of calculating the
Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount and designated by
HVF III to constitute Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amounts
as of such date, shall not be included in the Series 2022-1 Moody’s Manufacturer Amount for the Manufacturer with respect to
such Series 2022-1 Moody’s Eligible Manufacturer Receivable for purposes of calculating the Series 2022-1 Moody’s
Manufacturer Concentration Excess Amount, as of such date, and (v) the determination of which Eligible Vehicles (or the Net
Book Value thereof) or Series 2022-1 Moody’s Eligible Manufacturer Receivables are to be designated as constituting (A) Series
2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-1 Moody’s Medium-Duty Truck
Concentration Excess Amounts, (C) Series 2022-1 Moody’s Manufacturer Concentration Excess Amounts and (D) Series 2022-1
Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amounts, in each case as of such date shall
be made iteratively by HVF III in its reasonable discretion.
“Series 2022-1 Moody’s Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2022-1 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2022-1 Medium-Duty Truck Amount for purposes of calculating the Series 2022-1
Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2022- 1 Moody’s
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-1 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-1 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2022-1 Medium-Duty Truck Amount for purposes of calculating the Series 2022-1 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-1 Moody’s Medium-Duty Truck
Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-1 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount, as of such date,(iii) the
Net Book Value of any Eligible Vehicle included in the Series 2022-1 Moody’s Manufacturer Amount for the Manufacturer of
such Eligible Vehicle for
purposes of calculating the Series 2022-1 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to
constitute Series 2022-1 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the
Series 2022-1 Medium-Duty Truck Amount for purposes of calculating the Series 2022-1 Moody’s Medium-Duty Truck
Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value
thereof) are to be designated as constituting (A) Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts,
(B) Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and (C) Series 2022-1 Moody’s Manufacturer
Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
determination,
“Series 2022-1 Moody’s MTM/DT Advance Rate Adjustment ” means, as of any date of
(i) with respect to the Series 2022-1 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, a percentage equal to the product of (i) the Series 2022-1 Failure Percentage as of such date
and (ii) the Series 2022-1 Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-1 Moody’s
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2022-1 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
a percentage equal to the product of (i) the Series 2022-1 Failure Percentage as of such date and (ii) the Series 2022-1
Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-1 Moody’s Eligible Non-Investment
Grade Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2022-1 Moody’s AAA Component, zero.
“Series 2022-1 Moody’s Non-Investment Grade (High) Manufacturer ” means, as of any date of determination,
any Manufacturer that (a) is not a Series 2022-1 Moody’s Investment Grade Manufacturer as of such date and (b) has a Relevant
Moody’s Rating of at least “Ba3” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto
immediately preceding such withdrawal or downgrade (as applicable) by Moody’s for a period of thirty (30) days following the
earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2022-1 Moody’s Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount with
respect to such Series 2022-1 Moody’s Non-Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any
Series 2022-1 Moody’s Eligible Manufacturer Receivables with respect to any Series 2022-1 Moody’s Non-Investment Grade
(High) Manufacturer included in the Series 2022-1 Moody’s Manufacturer Amount for purposes of calculating the Series 2022-1
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-1 Moody’s
Manufacturer Concentration Excess Amounts as of such date, shall not be included in the Series 2022-1 Moody’s Eligible Non-
Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2022-1 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables
are to be designated as constituting (A) Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts and (B) Series 2022-1 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date, shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-1 Moody’s Non-Investment Grade (High) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-1 Moody’s Non-
Investment Grade (High) Manufacturer that is or was subject to a Manufacturer Program on the Vehicle Operating Lease
Commencement Date for such Program Vehicle unless it has been redesignated (and as of such date remains so designated) as a
Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease (or such other similar section of another
Lease, as applicable) as of such date.
“Series 2022-1 Moody’s Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination,
any Manufacturer that has a Relevant Moody’s Rating as of such date of less than “Ba3”; provided that, upon any withdrawal or
downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to
have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) Moody’s for a period of
thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2022-1 Moody’s Non-Investment Grade (Low) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-1 Moody’s Non-Investment Grade (Low) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-1 Moody’s Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2022-1 Moody’s Non- Investment Grade (High) Manufacturer or a
Series 2022-1 Moody’s Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2022-1 Moody’s Non-Investment
Grade (High) Program Vehicle or a Series 2022-1 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case as of
such date.
“Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount ” as of any date of determination,
the excess, if any, of the Series 2022-1 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the Aggregate
Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service asserting
that HVF III owes tax as a result of being a “publicly traded partnership” treated as a corporation for U.S. federal income tax
purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination” within the
meaning of Section 1313(a) of the Code that HVF III is not a “publicly traded partnership” treated as a corporation for U.S.
federal income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of calculating
such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-1 Non-Liened Vehicle
Amount for purposes of calculating the Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and
designated by HVF III to constitute Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date,
shall not be included in the Series 2022-1 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2022-1 Moody’s Manufacturer Concentration Excess Amount, as of such date, (ii) the Net
Book Value of any Eligible Vehicle included in the Series 2022-1 Non-Liened Vehicle Amount for purposes of calculating the
Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series
2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-1
Medium- Duty Truck Amount for purposes of calculating the Series 2022-1 Moody’s Medium-Duty Truck Concentration
Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-1 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-1 Moody’s
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-1 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-1 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, and (iv)
the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting (A) Series
2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-1 Moody’s Medium-Duty Truck
Concentration
Excess Amount and (C) Series 2022-1 Moody’s Manufacturer Concentration Excess Amounts, in each case as of such date shall
be made iteratively by HVF III in its reasonable discretion.
“Series 2022-1 Moody’s Remainder AAA Amount ” means, as of any date of determination, the excess, if any,
of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(i) the Series 2022-1 Moody’s Eligible Investment Grade Program Vehicle Amount as of such date,
(ii) the Series 2022-1 Moody’s Eligible Investment Grade Program Receivable Amount as of such
(iii) the Series 2022-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount as of such
date,
date,
(iv) the Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
as of such date,
(v) the Series 2022-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(vi) the Series 2022-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(vii) the Series 2022-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(viii) the Cash Amount as of such date, and
(ix) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2022-1 Non-Liened Vehicle Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle for which the Disposition Date has not occurred as of such date and with respect to
which the Certificate of Title does not note the Collateral Agent as the first lienholder (and, the Certificate of Title with respect to
which has not been submitted to the appropriate state authorities for such notation or the fees due in respect of such notation have
not yet been paid).
“Series 2022-1 Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any
date of determination, the sum of the respective Series 2022-1 Third-Party Market Values of each such Non-Program Vehicle as
of such date.
“Series 2022-1 Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any
Series 2022-1 Measurement Month, commencing with the third Series 2022-1 Measurement Month following the Series 2022-1
Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding
salvage sales) during such Series 2022-1 Measurement Month and the two Series 2022-1 Measurement Months preceding such
Series 2022-1 Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such
Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program
Vehicles.
“Series 2022-1 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders,
the Class D Noteholders and, if the Class E Notes have been issued, the Class E Noteholders, collectively.
“Series 2022-1 Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and, if
the Class E Notes have been issued, the Class E Notes, collectively.
“Series 2022-1 Operating Expense Amount ” means, with respect to any Payment Date, the sum (without
duplication) of (a) the aggregate amount of Series 2022-1 Carrying Charges on such Payment Date (excluding any Series 2022-1
Carrying Charges payable to the Series 2022-1 Noteholders) and (b) the Series 2022-1 Percentage of the Carrying Charges, if
any, payable by HVF III on such Payment Date (excluding any Carrying Charges payable to the Series 2022-1 Noteholders).
“Series 2022-1 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a
Series 2022-1 Lease Principal Payment Deficit, an amount equal to the Series 2022- 1 Invested Percentage with respect to
Principal Collections (as of the Payment Date on which such Series 2022-1 Lease Payment Deficit occurred) of such Past Due
Rent Payment and (b) with respect to any Past Due Rent Payment in respect of a Series 2022-1 Lease Interest Payment Deficit,
an amount equal to the Series 2022-1 Invested Percentage with respect to Interest Collections (as of the Payment Date on which
such Series 2022-1 Lease Payment Deficit occurred) of such Past Due Rent Payment.
“Series 2022-1 Payment Date Available Interest Amount ” means, with respect to each Series 2022-1 Interest
Period, the sum of the Series 2022-1 Daily Interest Allocation for each Series 2022- 1 Deposit Date in such Series 2022-1
Interest Period.
“Series 2022-1 Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without
duplication) of the amounts payable pursuant to Sections 5.3(a) through (g) (Application of Funds in the Series 2022-1 Interest
Collection Account).
“Series 2022-1 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2022-1 Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.
“Series 2022-1 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and
other Liens imposed by law, securing obligations that are not more than thirty (30) days past due or are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (iii) Liens in favor of the Trustee pursuant to any Series 2022-1 Related Document,
Related Document or any other Series Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral
Agency Agreement and (iv) any Lien on any Vehicle arising out of or in connection with the sale of a Vehicle in the ordinary
course. Series 2022-1 Permitted Liens shall be “Series Permitted Liens” with respect to the Series 2022-1 Notes.
“Series 2022-1 Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and, if the Class E Notes
have been issued as of such date, the Class E Principal Amount, in each case, as of such date. The Series 2022-1 Principal
Amount shall be the “Principal Amount” with respect to the Series 2022-1 Notes. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2022-1 Notes it means the Class A Principal Amount, the Class B
Principal Amount, the Class C Principal Amount, the Class D Principal Amount or the Class E Principal Amount, as applicable.
“Series 2022-1 Principal Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-1
Accounts) of this Series 2022-1 Supplement.
“Series 2022-1 Principal Collection Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Series 2022-1 Principal Collection Account as of such date.
“Series 2022-1 Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of
business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series 2022-1 Notes is deemed
to have occurred with respect to the
Series 2022-1 Notes, and ending upon the earlier to occur of (i) the date on which the Series 2022-1 Notes are paid in full and
(ii) the termination of this Series 2022-1 Supplement.
“Series 2022-1 Rating Agency Condition ” means (a) the notification in writing by each Rating Agency then
rating any Class of Series 2022-1 Notes at the request of HVF III that a proposed action will not result in a reduction or
withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, or (b) each Rating Agency then rating
any Class of Series 2022-1 Notes at the request of HVF III shall have been given notice of such event at least ten (10) days prior
to the occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice prior to the occurrence of such event that the occurrence of such
event will itself cause such Rating Agency to downgrade, qualify, or withdraw its rating assigned to such Class. The Series 2022-
1 Rating Agency Condition shall be the “Rating Agency Condition” with respect to the Series 2022-1 Notes.
“Series 2022-1 Related Documents ” means the Related Documents, this Series 2022-1 Supplement and each
Class A/B/C/D Demand Note.
“Series 2022-1 Restatement Date” means October 20, 2023.
“Series 2022-1 Revolving Period” means the period from the Series 2022-1 Closing Date to the earlier of (i) the
commencement of the Series 2022-1 Controlled Amortization Period and (ii) the commencement of the Series 2022-1 Rapid
Amortization Period.
“Series 2022-1 Supplement ” has the meaning specified in the Preamble of this Series 2022-1 Supplement.
“Series 2022-1 Supplemental Indenture” means a supplement to this Series 2022-1 Supplement complying (to
the extent applicable) with the terms of Section 9.9 (Amendments) of this Series 2022-1 Supplement.
“Series 2022-1 Third-Party Market Value ” means, with respect to each Non-Program Vehicle, as of any date of
determination during a calendar month:
(a) if the Series 2022-1 Third-Party Market Value Procedures have been completed for such month, then
(i) the Monthly NADA Mark, if any, for such Non-Program Vehicle obtained in such calendar month
in accordance with such Series 2022-1 Third-Party Market Value Procedures;
(ii) if, pursuant to the Series 2022-1 Third-Party Market Value Procedures, no Monthly NADA Mark
for such Non-Program Vehicle was obtained in such calendar month, then the Monthly Blackbook Mark, if any,
for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2022-1 Third-
Party Market Value Procedures; and
(iii) if, pursuant to the Series 2022-1 Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month
(regardless of whether such value was not obtained because (A) neither a Monthly NADA Mark nor a Monthly
Blackbook Mark was obtained in undertaking the Series 2022-1 Third-Party Market Value Procedures or (B)
such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s reasonable estimation of the fair market value of such
Non-Program Vehicle as of such date of determination; and
(b) until the Series 2022-1 Third-Party Market Value Procedures have been completed for such calendar
(i) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior
to the first day of such calendar month, the Series 2022-1 Third- Party Market Value obtained in the
immediately preceding calendar month, in
month:
accordance with the Series 2022-1 Third-Party Market Value Procedures for such immediately preceding
calendar month, and
(ii) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or
after the first day of such calendar month, then the Administrator’s reasonable estimation of the fair market
value of such Non-Program Vehicle as of such date of determination.
“Series 2022-1 Third-Party Market Value Procedures ” means, with respect to each calendar month and each
Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
(a) HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly
NADA Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month,
and
(b) if no Monthly NADA Mark was obtained for any such Non-Program Vehicle described in clause (a) above
upon such attempt, then HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a
Monthly Blackbook Mark for any such Non- Program Vehicle.
“Series 2022-1 Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the Series
2022-1 Percentage of fees payable to the Trustee with respect to the Notes on such Payment Date.
“Series-Specific 2022-1 Collateral” means the Series 2022-1 Account Collateral with respect to each Series
2022-1 Account and each Class A/B/C/D Demand Note. The Series-Specific 2022- 1 Collateral shall be the “Series-Specific
Collateral” with respect to the Series 2022-1 Notes.
“Similar Law” has the meaning specified in Section 2.2(l) (Transfer Restrictions for Global Notes ) of this Series
2022-1 Supplement.
“Treasury Rate” means with respect a Redemption Date, the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two (2) business days prior to such Redemption Date
(or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such Redemption Date to the Expected Final Payment Date; provided that, if the period from the Redemption
Date to the Expected Final Payment Date is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, then the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-
twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from such Redemption Date to the Expected Final Payment Date is less than one (1) year, then the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one (1) year will be used.
2022-1 SUPPLEMENT
SCHEDULE II TO THE SERIES
MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION
Aggregate Principal Amount
Class A Monthly Interest Amount
Class A Principal Amount
Class A/B/C/D Adjusted Principal Amount
Class A/B/C/D Available L/C Cash Collateral Account Amount
Class A/B/C/D Available Reserve Account Amount
Class A/B/C/D Letter of Credit Amount
Class A/B/C/D Letter of Credit Liquidity Amount
Class A/B/C/D Liquid Enhancement Amount
Class A/B/C/D Principal Amount
Class A/B/C/D Required Liquid Enhancement Amount
Class A/B/C/D Required Reserve Account Amount
Class A/B/C/D Reserve Account Deficiency Amount
Class B Monthly Interest Amount
Class B Principal Amount
Class C Monthly Interest Amount
Class C Principal Amount
Class D Monthly Interest Amount
Class D Principal Amount
Class E Monthly Interest Amount (if applicable)
Class E Principal Amount (if applicable)
Determination Date
Aggregate Asset Amount
Aggregate Asset Amount Deficiency
Aggregate Asset Coverage Threshold Amount
Asset Coverage Threshold Amount
Carrying Charges
Cash Amount
Collections
Due and Unpaid Lease Payment Amount
Interest Collections
Percentage
Principal Collections
Advance Rate
Asset Coverage Threshold Amount
Payment Date
Series 2022-1 Accrued Amounts
Series 2022-1 Adjusted Asset Coverage Threshold Amount
Series 2022-1 Asset Amount
Series 2022-1 Asset Coverage Threshold Amount
Series 2022-1 Blended Advance Rate
Series 2022-1 Capped Administrator Fee Amount
Series 2022-1 Capped Operating Expense Amount
Series 2022-1 Capped Trustee Fee Amount
Series 2022-1 Excess Administrator Fee Amount
Series 2022-1 Excess Operating Expense Amount
Series 2022-1 Excess Trustee Fee Amount
Series 2022-1 Failure Percentage
Series 2022-1 Floating Allocation Percentage
Series 2022-1 Administrator Fee Amount
Series 2022-1 Trustee Fee Amount
Series 2022-1 Interest Period
Series 2022-1 Invested Percentage
Series 2022-1 Market Value Average
Series 2022-1 Medium-Duty Truck Amount
Series 2022-1 Moody’s Adjusted Advance Rate
Series 2022-1 Moody’s Blended Advance Rate
Series 2022-1 Moody’s Concentration Adjusted Advance Rate
Series 2022-1 Moody’s Concentration Excess Advance Rate Adjustment
Series 2022-1 Moody’s Concentration Excess Amount
Series 2022-1 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
Series 2022-1 Moody’s Eligible Investment Grade Program Receivable Amount
Series 2022-1 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2022-1 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
Series 2022-1 Moody’s Manufacturer Concentration Excess Amount
Series 2022-1 Moody’s Medium-Duty Truck Concentration Excess Amount
Series 2022-1 Moody’s MTM/DT Advance Rate Adjustment
Series 2022-1 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2022-1 Moody’s Non-Liened Vehicle Concentration Excess Amount
Series 2022-1 Moody’s Remainder AAA Amount
Series 2022-1 Non-Liened Vehicle Amount
Series 2022-1 Non-Program Fleet Market Value
Series 2022-1 Non-Program Vehicle Disposition Proceeds Percentage Average
Series 2022-1 Percentage
Series 2022-1 Principal Amount
Series 2022-1 Principal Collection Account Amount
Series 2022-1 Rapid Amortization Period
On or before the second Business Day following the Trustee’s receipt of a Monthly Noteholders’ Statement, the Trustee shall
post, or cause to be posted, a copy of such Monthly Noteholders’ Statement to https://gctinvestorreporting.bnymellon.com (or
such other website maintained by the Trustee and available to the Series 2022-1 Noteholders, as designated from time to time by
the Trustee).
EXHIBIT 4.8
EXECUTION VERSION
HERTZ VEHICLE FINANCING III LLC,
as Issuer,
THE HERTZ CORPORATION,
as Administrator, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary
____________
AMENDED AND RESTATED SERIES 2022-2 SUPPLEMENT
dated as of October 20, 2023 to
BASE INDENTURE
dated as of June 29, 2021
____________
$525,000,000 Series 2022-2 2.33% Rental Car Asset Backed Notes, Class A
$60,000,000 Series 2022-2 2.65% Rental Car Asset Backed Notes, Class B
$67,500,000 Series 2022-2 2.95% Rental Car Asset Backed Notes, Class C
$97,500,000 Series 2022-2 5.16% Rental Car Asset Backed Notes, Class D
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND CONSTRUCTION 3
Section 1.1 Defined Terms and References 3
Section 1.2 Rules of Construction 3
ARTICLE II ISSUANCE OF SERIES 2022-2 NOTES; FORM OF SERIES 2022-2 NOTES 4
Section 2.1 Issuance 4
Section 2.2 Transfer Restrictions for Global Notes 6
Section 2.3 Definitive Notes 11
Section 2.4 Legal Final Payment Date 11
Section 2.5 Required Series Noteholders 11
Section 2.6 FATCA 11
ARTICLE III INTEREST AND INTEREST RATES 12
Section 3.1 Interest 12
ARTICLE IV SERIES-SPECIFIC COLLATERAL 12
Section 4.1 Granting Clause 12
Section 4.2 Series 2022-2 Accounts 13
Section 4.3 Trustee as Securities Intermediary 15
Section 4.4 Demand Notes 16
Section 4.5 Subordination 17
Section 4.6 Duty of the Trustee 17
Section 4.7 Representations of the Trustee 17
ARTICLE V PRIORITY OF PAYMENTS 17
Section 5.1 [Reserved] 17
Section 5.2 Collections Allocation. 17
Section 5.3 Application of Funds in the Series 2022-2 Interest Collection Account 17
Section 5.4 Application of Funds in the Series 2022-2 Principal Collection Account 19
Section 5.5 Class A/B/C/D Reserve Account Withdrawals 20
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes 21
Section 5.7 Past Due Rental Payments 23
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account 24
Section 5.9 Certain Instructions to the Trustee 27
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment 27
ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING
CONDITIONS 27
Section 6.1 Representations and Warranties 27
Section 6.2 Covenants 28
Section 6.3 Closing Conditions 29
Section 6.4 Further Assurances 29
ARTICLE VII AMORTIZATION EVENTS 30
Section 7.1 Amortization Events 30
ARTICLE VIII SUBORDINATION OF NOTES 32
Section 8.1 Subordination of Class B Notes 32
Section 8.2 Subordination of Class C Notes 33
Section 8.3 Subordination of Class D Notes 33
Section 8.4 Subordination of Class E Notes 33
TABLE OF CONTENTS
(continued)
Page
Section 8.5 When Distribution Must be Paid Over 33
ARTICLE IX GENERAL 34
Section 9.1 Optional Redemption of the Series 2022-2 Notes 34
Section 9.2 Information 34
Section 9.3 Confidentiality 34
Section 9.4 Ratification of Base Indenture 35
Section 9.5 Notice to the Rating Agencies 35
Section 9.6 Third Party Beneficiary 35
Section 9.7 Execution in Counterparts; Electronic Execution 35
Section 9.8 Governing Law 35
Section 9.9 Amendments 36
Section 9.10 Administrator to Act on Behalf of HVF III 38
Section 9.11 Successors 38
Section 9.12 Termination of Series Supplement 38
Section 9.13 Electronic Execution 38
Section 9.14 Additional UCC Representations 38
Section 9.15 Notices 39
Section 9.16 Submission to Jurisdiction 40
Section 9.17 Waiver of Jury Trial 40
Section 9.18 Issuance of Class E Notes 40
Section 9.19 Trustee Obligations under the Retention Requirements 42
Section 9.20 Amendment and Restatement; No Novation 42
SCHEDULE I TO THE SERIES 2022-2 SUPPLEMENT 45
SCHEDULE II TO THE SERIES 2022-2 SUPPLEMENT 77
TABLE OF CONTENTS
(continued)
Page
EXHIBITS AND SCHEDULES
Schedule I Schedule
II
List of Defined Terms
Monthly Noteholders’ Statement Information
Exhibit A-1-1
Form of Series 2022-2 144A Global Class A Note
Exhibit A-1-2
Form of Series 2022-2 Regulation S Global Class A Note
Exhibit A-2-1
Form of Series 2022-2 144A Global Class B Note
Exhibit A-2-2
Form of Series 2022-2 Regulation S Global Class B Note
Exhibit A-3-1
Form of Series 2022-2 144A Global Class C Note
Exhibit A-3-2
Form of Series 2022-2 Regulation S Global Class C Note
Exhibit A-4-1
Form of Series 2022-2 144A Global Class D Note
Exhibit A-4-2
Form of Series 2022-2 Regulation S Global Class D Note
Exhibit B-1
Form of Demand Notice
Exhibit B-2
Form of Class A/B/C/D Demand Note
Exhibit C
Form of Reduction Notice Request Class A/B/C/D Letter of Credit
Exhibit D
Form of Lease Payment Deficit Notice
Exhibit D
Form of Lease Payment Deficit Notice
Exhibit E-1
Form of Transfer Certificate from 144A Global Note to Regulation S Global Note
Exhibit E-2
Form of Transfer Certificate from Regulation S Global Note to 144A Global Note
Exhibit F
Form of Class A/B/C/D Letter of Credit
AMENDED AND RESTATED SERIES 2022-2 SUPPLEMENT dated as of October 20,
2023 (“Series 2022-2 Supplement ”) among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“ Hertz”
or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided
in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “ Securities
Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27,
2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”), each between HVF III and the Trustee.
PRELIMINARY STATEMENT
WHEREAS, HVF III, Hertz and the Trustee entered into the Series 2022-2 Supplement, dated as of January 19, 2022
(the “Original Series 2022-2 Supplement ”), pursuant to which HVF III issued the Series 2022-2 Notes, including the Series
2022-2 5.16% Rental Car Asset Backed Notes, Class D with a CUSIP number of 42806MAR0 and an ISIN number of
US42806MAR07 (the “Original Class D 144A Global Note”);
WHEREAS, HVF III, Hertz and the Trustee entered into Amendment No. 1 to Series 2022-2 Supplement, dated as of
June 27, 2022 (the “First Amendment to the Series 2022-2 Supplement ”, and together with the Original Series 2022-2
Supplement, as amended, the “Amended Series 2022-2 Supplement”), pursuant to which HVF III, Hertz and the Trustee
amended the Original Series 2022-2 Supplement for the benefit of the Series 2022-2 Noteholders to, among other things, amend
(i) the minimum denomination of the Original Class D 144A Global Note and (ii) the definition of “Series 2022-2 Liquidation
Event”;
WHEREAS, Section 9.9(a) (Amendments—Without the Consent of the Series 2022-2 Noteholders ) of the Amended
Series 2022-2 Supplement permits HVF III and the Trustee to amend the Amended Series 2022-2 Supplement in writing,
without the consent of any Series 2022-2 Noteholder, subject to certain conditions set forth in the Amended Series 2022-2
Supplement;
WHEREAS, Section 9.9(a)(viii) (Amendments—Without the Consent of the Series 2022-2 Noteholders ) of the Amended
Series 2022-2 Supplement provides that HVF III and the Trustee, at any time and from time to time, may enter into an
amendment to the Amended Series 2022-2 Supplement without the consent of any Series 2022-2 Noteholder to effect any other
amendment not listed in Section 9.9(a) (Amendments—Without the Consent of the Series 2022-2 Noteholders ) that does not
materially adversely affect the interests of the Series 2022-2 Noteholders; provided that any such amendment requires (i) an
Officer’s Certificate of HVF III that such amendment shall not materially adversely affect the interests of the Series 2022-2
Noteholders, (ii) satisfaction of the Series 2022-2 Rating Agency Condition with respect to such amendment, and (iii) notice to
each Rating Agency of such amendment promptly after its execution;
WHEREAS, HVF III desires to amend and restate the Amended Series 2022-2 Supplement for the benefit of the Series
2022-2 Noteholders to, among other things, (i) issue the Class D Notes that can be transferred or resold outside the United
States to non-U.S. persons (as such term is defined in Regulation S) in transactions in compliance with Regulation S, and (ii)
remove the requirement for each transferee of the Class D Notes to deliver a letter of representation to the Trustee and the
Servicer in connection with such transfer (collectively, the “Class D Amendments”);
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate that the Class D Amendments herein that are
being implemented in accordance with Section 9.9(a)(viii) (Amendments—
Without the Consent of the Series 2022-2 Noteholders ) of the Amended Series 2022-2 Supplement do not materially adversely affect
the interests of the Series 2022-2 Noteholders;
WHEREAS, the Series 2022-2 Rating Agency Condition is satisfied with respect to the Class D Amendments described
herein;
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
the Class D Amendments herein contained comply with the requirements of Section 9.9(d) (Series 2022-2 Supplemental
Indentures) of the Amended Series 2022-2 Supplement;
WHEREAS, in connection with the Class D Amendments, HVF III has (i) authorized and directed the Trustee to cancel
the Original Class D 144A Global Note on the date hereof and (ii) requested the Trustee to (A) authenticate (1) one 144A Global
Note registered in the name of Cede & Co., as nominee of The Depository Trust Company, representing an aggregate of
$97,500,000 in the principal amount of the HVF III’s Series 2022-2 5.16% Rental Car Asset Backed Notes, Class D, having a
CUSIP number of 42806MAR0 and an ISIN number of US42806MAR07 (the “Re-issued Class D 144A Global Note”) and
(2) one Regulation S Global Note registered in the name of Cede & Co., as nominee of The Depository Trust Company,
representing an aggregate of $0 in the principal amount of HVF III’s Series 2022-2 5.16% Rental Car Asset Backed Notes, Class
D, having a CUSIP number of U4280MAR2 and an ISIN number of USU4280MAR26 (the “Class D Regulation S Global Note”
and, together with the Re-issued Class D 144A Global Note, the “Restatement Date Class D Notes”), and (B) deliver said
authenticated Restatement Date Class D Notes to, or for the account of The Depository Trust Company, against receipt therefor;
WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2022-2 Supplement to confirm certain
representations, warranties and covenants made by it in such capacity for the benefit of the Series 2022-2 Noteholders; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
DESIGNATION
Supplement, and such Series of Notes was designated as Series 2022-2 Rental Car Asset Backed Notes.
A Series of Notes was created and issued pursuant to the Base Indenture and the Original Series 2022-2
On the Series 2022-2 Closing Date, the following classes of Series 2022-2 Rental Car Asset Backed Notes were
issued:
(i) the Series 2022-2 2.33% Rental Car Asset Backed Notes, Class A (as referred to herein, the “ Class A
Notes”);
(ii) the Series 2022-2 2.65% Rental Car Asset Backed Notes, Class B (as referred to herein, the “ Class B
Notes”);
(iii) the Series 2022-2 2.95% Rental Car Asset Backed Notes, Class C (as referred to herein, the “ Class C
Notes”); and
(iv) the Original Class D 144A Global Note.
Subsequent to the Series 2022-2 Closing Date, HVF III may on any date during the Series 2022-2 Revolving
Period offer and sell additional Series 2022-2 Notes in a single Class (which may, but is not required to be comprised of one or
more Subclasses and/or Tranches), subject to satisfaction of the
conditions set forth in Section 9.18 (Issuance of Class E Notes) of this Series 2022-2 Supplement, which, if issued, shall be
designated as the Series 2022-2 Fixed Rate Rental Car Asset Backed Notes, Class E, and referred to herein as the “Class E
Notes”.
On the Series 2022-2 Restatement Date, the Original Class D 144A Global Note shall be cancelled, and the
Restatement Date Class D Notes shall be issued and authenticated.
The Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, and, if issued, the Class E
Notes, are referred to herein collectively as the “Series 2022-2 Notes”. The Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes are referred to herein collectively as the “Class A/B/C/D Notes”.
The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Class D Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 Defined Terms and References . Capitalized terms used herein shall have the meanings assigned to such
terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article,
Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles,
Sections or Subsections of this Series 2022-2 Supplement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2022-2 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise
stated herein, all references herein to the “Series 2022-2 Supplement” shall mean the Base Indenture, as supplemented hereby.
Section 1.2 Rules of Construction. In this Series 2022-2 Supplement, including the preamble, recitals, attachments,
schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to an agreement or document shall include the preamble, recitals, all attachments,
schedules, annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including
all such attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented,
restated and otherwise modified from time to time and to any successor or replacement agreement or document, as applicable
(unless otherwise stated);
(c) reference to any Person includes such Person’s successors and assigns but, if applicable, only if
such successors and assigns are not prohibited by this Series 2022-2 Supplement, and reference to any Person in a particular
capacity only refers to such Person in such capacity;
(d) reference to any gender includes the other gender;
codified or reenacted, in whole or in part, and in effect from time to time;
(e) reference to any Requirement of Law means such Requirement of Law as amended, modified,
generality of any description preceding such term;
(f) “including” (and with correlative meaning “include”) means including without limiting the
(g) with respect to the determination of any period of time, “from” means “from and including” and
“to” means “to but excluding”;
(h) references to sections of the Code also refer to any successor sections;
(i) reference to any Related Document or other contract or agreement means such Related Document,
contract or agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if
applicable, only if such amendment, supplement or modification is permitted by the Base Indenture and the other applicable
Related Documents; and
the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.
(j) the language used in this Series 2022-2 Supplement will be deemed to be the language chosen by
ARTICLE II
ISSUANCE OF SERIES 2022-2 NOTES; FORM OF SERIES 2022-2 NOTES
Section 2.1 Issuance.
(a) Initial Issuance on the Series 2022-2 Closing Date . On the terms and conditions set forth in the
Original Series 2022-2 Supplement, HVF III issued and caused the Trustee to authenticate, the initial Class A/B/C/D Notes on
the Series 2022-2 Closing Date. Such Class A/B/C/D Notes:
(i) had, with respect to each Class of Series 2022-2 Notes, the initial principal amount equal to the Class Initial
Principal Amount for such Class;
(ii) had, with respect to each Class of Series 2022-2 Notes, the interest rate set forth in the definition of Note
Rate for such Class;
(iii) were dated the Series 2022-2 Closing Date;
(iv) had, with respect to each Class of Series 2022-2 Notes, the maturity date set forth in the definition of Legal
Final Payment Date for such Class;
(v) were rated, with respect to the Class A Notes, Class B Notes and Class C Notes, by Moody’s and Fitch and,
with respect to the Class D Notes, by Moody’s; and
(vi) were duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-2
Supplement.
(b) Issuance on the Series 2022-2 Restatement Date . On the terms and conditions set forth in this
Series 2022-2 Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D
Notes on the Series 2022-2 Restatement Date. Such Restatement Date Class D Notes shall:
(i) have the initial principal amount equal to the Class Initial Principal Amount for the Class D Notes;
(ii) have the interest rate set forth in the definition of Note Rate for the Class D Notes;
(iii) be dated the Series 2022-2 Restatement Date;
(iv) have the maturity date set forth in the definition of Legal Final Payment Date for the Class D Notes;
(v) be rated by Moody’s; and
(vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-2
Supplement.
(c) Form of the Class A/B/C/D Notes. The Class A/B/C Notes were offered and sold by HVF III on
the Series 2022-2 Closing Date pursuant to the Class A/B/C Purchase Agreement, and the Original Class D 144A Global Note
was sold by HVF III on the Series 2022-2 Closing Date to the Initial Class D Note Purchaser pursuant to the Class D Purchase
Agreement. The Class A/B/C Notes were 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. On the Class D Subsequent Issuance Date, the Initial Class D Note Purchaser sold the Original Class D 144A
Global Note to the Class D Subsequent Initial Purchasers pursuant to the Class D Subsequent Purchase Agreement. The Class
A/B/C/D Notes following their initial resale may be transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in
accordance with the procedures described herein. The Class A/B/C/D Notes will be Book-Entry Notes, and DTC will act as the
Depository for the Class A/B/C/D Notes.
to the contrary, the initial Payment Date with respect to the Series 2022-2 Notes shall be February 25, 2022.
(d) Initial Payment Date. Notwithstanding anything herein or in any Series 2022-2 Related Document
( e ) 144A Global Notes. Each Class of the Class A/B/C Notes offered and sold in their initial
distribution on the Series 2022-2 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series
2022-2 Restatement Date 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 with respect to the Class A Notes in Exhibit A-1-1 to the Original
Series 2022-2 Supplement, with respect to the Class B Notes in Exhibit A-2-1 to the Original Series 2022-2 Supplement, with
respect to the Class C Notes in Exhibit A-3-1 to the Original Series 2022-2 Supplement and with respect to the Restatement
Date Class D Notes in Exhibit A-4-1 to this Series 2022-2 Supplement, in each case registered in the name of Cede & Co., as
nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “ 144A Global Notes”). The aggregate
principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the
records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal
amount of the corresponding class of Regulation S Global Notes, as hereinafter provided. Each 144A Global Note shall
represent such of the outstanding
principal amount of the related Class of Series 2022-2 Notes as shall be specified in the schedule attached thereto and each
shall provide that it shall represent the aggregate principal amount of such Class of Series 2022-2 Notes from time to time
endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2022-2 Notes represented
thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such 144A
Global Note. Any endorsement of a 144A Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of the Class of outstanding Series 2022-2 Notes represented thereby shall be made by the Trustee in
accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes )
hereof.
(f) Regulation S Global Notes. Each Class of the Class A/B/C Notes offered and sold on the Series
2022-2 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2022-2 Restatement 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 with respect to the Class A Notes in Exhibit A-1-2 to the Original Series 2022-2
Supplement, with respect to the Class B Notes in Exhibit A-2-2 to the Original Series 2022-2 Supplement, with respect to the
Class C Notes in Exhibit A-3-2 to the Original Series 2022-2 Supplement, and with respect to the Restatement Date Class D
Notes in Exhibit A-4-2 to this Series 2022-2 Supplement, in each case registered in the name of Cede & Co., as nominee of
DTC, and deposited with BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents
holding on behalf of Euroclear and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal
amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the
records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount
of the corresponding 144A Global Notes, as hereinafter provided. Each Regulation S Global Note shall represent such of the
outstanding principal amount of the related Class of Series 2022- 2 Notes as shall be specified in the schedule attached thereto
and each shall provide that it shall represent the aggregate principal amount of such Class of Series 2022-2 Notes from time to
time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2022-2 Notes represented
thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such Regulation
S Global Note. Any endorsement of a Regulation S Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of the Class of outstanding Series 2022-2 Notes represented thereby shall be made by the Trustee
in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes )
hereof.
Section 2.2 Transfer Restrictions for Global Notes.
(a) A 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 2.2(a) (Transfer Restrictions for Global Notes ) shall not
prohibit any transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the
corresponding Global Note in accordance with Section 2.8 (Transfer and Exchange ) of the Base Indenture and shall not
prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section
2.2 (Transfer Restrictions for Global Notes ).
(b) The transfer by a Note Owner holding a beneficial interest in a 144A Global Note to a Person who
wishes to take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed
representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) 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 III 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 Note Owner holding a beneficial interest in a 144A Global Note wishes at any time to
exchange its interest in such 144A Global Note for an interest in the corresponding 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 a 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 2.2(c) (Transfer Restrictions for Global Notes ). 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 144A Global Note to be so exchanged or transferred, (ii) a written order from HVF III 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 E-1 hereto given by the applicable Note Owner holding such beneficial
interest in such 144A Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of
the applicable 144A Global Note, and to increase the principal amount of the applicable Regulation S Global Note, by the
principal amount of the beneficial interest in such 144A 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 such Regulation S Global Note having a principal
amount equal to the amount by which the principal amount of such 144A Global Note was reduced upon such exchange or
transfer.
(d) If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to
exchange its interest in such Regulation S Global Note for an interest in the corresponding 144A 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 corresponding 144A
Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the
provisions of this Section 2.2(d) (Transfer Restrictions for Global Notes ). 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 such 144A Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global
Note to be so exchanged or transferred, (ii) a written order from HVF III 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 E-2 hereto given by such Note Owner, as applicable, holding such beneficial interest in such
Regulation S Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such
Regulation S Global Note and to increase the principal amount of such 144A Global Note, by the principal amount of the
beneficial interest in such Regulation S 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 such 144A Global Note having a principal amount equal to the amount by which the principal amount of such
Regulation S Global Note was reduced upon such exchange or transfer.
(e) The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear
System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
Banking” and the “Customer Handbook” of Clearstream (collectively, the “Applicable Procedures”) shall be applicable to
transfers of beneficial interests in the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes which are in
the form of Class A Global Notes, Class B Global Notes, Class C Global Notes or Class D Global Notes, respectively.
following legend:
(f) The Class A/B/C/D Notes represented by 144A Global Notes shall bear the
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “ SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS. THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING III LLC (“ HVF
III”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“ RULE 144A”), TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A (A “ QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF III, 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.
(g) The Class A/B/C/D Notes represented by 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. 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 III LLC (“HVF III”) 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 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.
(h) All Class A/B/C/D Notes represented by Global Notes shall bear the following
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 THE ISSUER 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.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A BENEFICIAL INTEREST
HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT ANY TIME HELD BY THE ISSUER OR ANY
OTHER PERSON TREATED AS THE ISSUER FOR U.S. FEDERAL INCOME TAX PURPOSES) AS INDEBTEDNESS FOR
APPLICABLE U.S. FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF
ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
(i) All Class A/B/C Notes represented by Global Notes shall bear the following
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT (AND SHALL BE
DEEMED TO REPRESENT) THAT EITHER
(I) IT IS NOT AND IS NOT ACTING ON BEHALF OF, OR USING THE ASSETS OF
(A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS
DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR (C) AN ENTITY
WHOSE UNDERLYING
ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN
THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”) OR (D) ANY GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY
NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR
SECTION 4975 OF THE INTERNAL REVENUE CODE (“SIMILAR LAW”) OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE ASSETS OF ANY SUCH PLAN, OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
SUCH NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE (OR RESULT IN A NON-
EXEMPT VIOLATION OF ANY SIMILAR LAW).
IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT PLAN, IT MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ VEHICLE FINANCING III LLC, THE
INITIAL PURCHASERS OF THE NOTES OR THEIR RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE
MEANING OF SECTION 3(21) OF ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE
TRANSFEREE WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT
OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND ANY COMMUNICATIONS FROM
HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR RESPECTIVE AFFILIATES TO ANY PROSPECTIVE
TRANSFEREE OF THE NOTES IS RENDERED SOLELY IN ITS CAPACITY AS
THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY SUCH PROSPECTIVE
TRANSFEREE.
(j) The Class D Notes shall bear the following legend:
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST THEREIN MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT IT IS NOT AND IS NOT ACTING
ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“INTERNAL REVENUE CODE ”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS”
BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE
ENTITY(WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN
SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A GOVERNMENTAL,
CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR
LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE INTERNAL REVENUE CODE (“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE ASSETS OF ANY SUCH PLAN, ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE
A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW.
(k) The required legends set forth above shall not be removed from the applicable Class A Notes,
Class B Notes, Class C Notes or Class D 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 III and the Registrar such satisfactory evidence, which may
include an Opinion of Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers of such Class A Note, Class B Note, Class C Notes or Class D
Note, as applicable, will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory
evidence, HVF III shall deliver to the Trustee an Opinion of Counsel stating that all conditions precedent to such legend
removal have been complied with, and the Trustee at the direction of HVF III shall authenticate and deliver in exchange for
such Restricted Note a Class A Note, Class B Note, Class C Note or Class D Note or Class A Notes, Class B Notes, Class C
Notes or Class D Notes, as applicable, 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 A Note, Class B Note, Class C
Note or Class D Note as provided above, no other Note issued in exchange for all or any part of such Class A Note, Class B
Note, Class C Note or Class D Note, as applicable, shall bear such legend, unless HVF III has reasonable cause to believe that
such other Class A Note, Class B Note, Class C Note or Class D Note, as applicable, is a “restricted security” within the
meaning of Rule 144A under the Securities Act and instructs the Trustee to cause a legend to appear thereon.
(l) The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person
shall be made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be
deemed to represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any
interest therein) for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA)
that is subject to Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code, (C) any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s
investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section
3(42) of ERISA) or (D) any governmental, church, non-U.S. or other plan that is subject to any non-U.S. federal, state or local
law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or any entity whose
underlying assets include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such
Class A/B/C Notes (or any interest therein) will not constitute a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or result in a non-exempt violation of any Similar Law.
(m) The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person
shall be made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed
to represent) that such transferee is not and is not acting on behalf of, or using the assets of (A) an “employee benefit plan” (as
defined in Section 3(3) of ERISA), that is subject to Title I of ERISA, (B) a “plan”(as defined in Section 4975(e)(1) of the
Code), that is subject to Section 4975 of the Code, or (C) an entity whose underlying assets include “plan assets” by reason of
such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29
C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA), and if it is a governmental, church, non-U.S. or other plan that is
subject to any Similar Law or an entity whose underlying assets include assets of any such plan, its acquisition and holding of
such Class D Notes or any interest therein will not constitute a violation of any applicable Similar Laws.
(n) Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a
Global Note will be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class
A/B/C/D Note for its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes
and not for distribution in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class
A/B/C/D Note and has such knowledge and experience in financial and business matters so as to be capable of evaluating the
merits and risks of purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not
purchasing for the account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is
acquiring such Class A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of
Regulation S.
Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in
the Class A/B/C/D Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes
shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the
Base Indenture.
Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2022-2 Notes shall be due and payable on the
Legal Final Payment Date.
Section 2.5 Required Series Noteholders. In accordance with Section 2.3 ( Series Supplement for each Series of Notes ) of
the Base Indenture, the Majority Series 2022-2 Noteholders shall be the “Required Series Noteholders” with respect to the Series
2022-2 Notes.
Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest
in the Class A/B/C/D Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture:
to (i) provide HVF III, the Trustee and their respective agents with any correct,
(a) Each Series 2022-2 Noteholder (and any Note Owner of any Series 2022-2 Note) will be required
complete and accurate information that may be required under applicable law (or reasonably believed by HVF III to be
required under applicable law) for such parties to comply with FATCA, (ii) take any other commercially reasonable actions
that HVF III, the Trustee or their respective agents deem necessary to comply with FATCA and (iii) update any such
information provided in the preceding clauses (i) or (ii) promptly upon learning that any such information previously provided
has become obsolete or incorrect or is otherwise required. Each such holder agrees, or by acquiring such Series 2022-2 Note or
an interest in such Series 2022-2 Note will be deemed to agree, that HVF III may provide such information and any other
information regarding its investment in such Series 2022-2 Notes to the U.S. Internal Revenue Service or other relevant
governmental authority in accordance with applicable law. Each Series 2022-2 Noteholder and Note Owner of any Series
2022-2 Notes also acknowledges that the failure to provide information requested in connection with FATCA may cause HVF
III to withhold on payments to such Series 2022-2 Noteholder (or Note Owner of such Series 2022-2 Notes) in accordance
with applicable law. Any amounts withheld in order to comply with FATCA will not be grossed up and will be deemed to
have been paid in respect of the relevant Series 2022-2 Notes.
(b) HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts
otherwise distributable to any Series 2022-2 Noteholder sufficient funds for the payment of any such tax that, in their
respective sole discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such
authorization shall not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding
payment of such tax, if permitted by law, pending the outcome of such legal proceedings), and to timely remit such amounts to
the appropriate taxing authority. If any Series 2022-2 Noteholder or Note Owner of a Series 2022-2 Note wishes to apply for a
refund of any such withholding tax, HVF III, the Trustee or such other Paying Agent shall reasonably cooperate with such
Person in providing readily available information so long as such Person agrees to reimburse HVF III, the Trustee or such
Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall impose an obligation, nor relieve any obligation
imposed under applicable law, on the part of HVF III, the Trustee or any other Paying Agent to determine the amount of any
tax or withholding obligation on their part or in respect of the Series 2022-2 Notes.
ARTICLE III
INTEREST AND INTEREST RATES
Section 3.1 Interest.
(a) Each Class of Series 2022-2 Notes shall bear interest at the applicable Note Rate for such Class in
accordance with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to
such Payment Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3
(Application of Funds in the Series 2022-2 Interest Collection Account ) are insufficient to pay the Class Interest Amount for
any Class for any Payment Date, payments of such Class Interest Amount to the Noteholders of such Class will be reduced by
the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class
Deficiency Amount”), and interest shall accrue on any such Class Deficiency Amount at the applicable Note Rate in
accordance with the definition of Class Interest Amount.
ARTICLE IV
SERIES-SPECIFIC COLLATERAL
Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2022-2 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2022-2
Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired):
credited thereto, all funds, Financial Assets or other assets on deposit in each Series 2022-2 Account from time to time;
(a) each Series 2022-2 Account, including any security entitlement with respect to Financial Assets
(b) all certificates and instruments, if any, representing or evidencing any or all of each Series 2022-2
Account, the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to
time;
Series 2022-2 Account, the items in the foregoing clauses (a) and (b) and this clause
(c) with respect to such Series 2022-2 Account are referred to, collectively, as the “ Series 2022-2 Account Collateral”);
(c) all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each
(d) each Class A/B/C/D Demand Note, including all certificates and instruments, if any, representing
or evidencing each Class A/B/C/D Demand Note; and
(e) all Proceeds of any of the foregoing.
Section 4.2 Series 2022-2 Accounts . With respect to the Series 2022-2 Notes only, the following shall apply:
(a) Establishment of Series 2022-2 Accounts .
(i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-2 Noteholders three securities accounts: the Series 2022-2
Principal Collection Account (such account, the “Series 2022-2 Principal Collection Account ”), the Series 2022-2
Interest Collection Account (such account, the “Series 2022-2 Interest Collection Account ”) and the Class A/B/C/D
Reserve Account (such account, the “Class A/B/C/D Reserve Account”).
(ii) On or prior to the date of any drawing under a Class A/B/C/D Letter of Credit pursuant to Section 5.6
(Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) or Section 5.8 (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control
of, the Trustee for the benefit of the Series 2022-2 Noteholders the Class A/B/C/D L/C Cash Collateral Account (the
“Class A/B/C/D L/C Cash Collateral Account”).
(iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-2 Noteholders the Series 2022-2 Distribution Account (the
“Series 2022-2 Distribution Account ”, and together with the Series 2022-2 Principal Collection Account, the Series
2022-2 Interest Collection Account, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account, the “Series 2022-2 Accounts”).
(b) Series 2022-2 Account Criteria .
(i) Each Series 2022-2 Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2022-2 Noteholders.
(ii) Each Series 2022-2 Account shall be an Eligible Account. If any Series 2022-2 Account is at any time no
longer an Eligible Account, HVF III shall, within ten (10) Business Days
of an Authorized Officer of HVF III obtaining actual knowledge that such Series 2022-2 Account is no longer an
Eligible Account, establish a new Series 2022-2 Account for such non-qualifying Series 2022-2 Account that is an
Eligible Account, and if a new Series 2022-2 Account is so established, HVF III shall instruct the Trustee in writing to
transfer all cash and investments from such non-qualifying Series 2022-2 Account into such new Series 2022-2 Account.
Initially, each of the Series 2022-2 Accounts will be established with The Bank of New York Mellon.
(c) Administration of the Series 2022-2 Accounts .
(i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2022-2
Account (other than the Series 2022-2 Distribution Account) to invest funds on deposit in such Series 2022-2 Account
from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted
Investments shall be credited to the applicable Series 2022-2 Account; provided, however, that:
A. any such investment in the Class A/B/C/D Reserve 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 Class A/B/C/D Reserve Account); and
B. any such investment in the Series 2022-2 Principal Collection Account, the Series 2022-2 Interest
Collection Account or the Class A/B/C/D L/C Cash Collateral Account shall mature not later than the Business
Day prior to the first Payment Date following the date on which such investment was made, unless in any such
case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment
Date so long as such funds shall be available for withdrawal on such Payment Date.
(ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such
Permitted Investment.
(iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2022-2
Accounts shall remain uninvested.
(d) Earnings from Series 2022-2 Accounts . With respect to each Series 2022-2 Account, all interest
and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to
Financial Assets credited to such Series 2022-2 Account shall be deemed to be on deposit therein and available for distribution
unless previously distributed pursuant to the terms hereof.
(e) Termination of Series 2022-2 Accounts .
(i) On or after the date on which the Series 2022-2 Notes are fully paid, the Trustee, acting in accordance with
the written instructions of HVF III, shall withdraw from each Series 2022-2 Account (other than the Class A/B/C/D L/C
Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III.
(ii) Upon the termination of this Series 2022-2 Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series
2022-2 Noteholders and payable from the Class
A/B/C/D L/C Cash Collateral Account as provided herein, shall withdraw from the Class A/B/C/D L/C Cash Collateral
Account all amounts on deposit therein and shall pay such amounts:
A . first, pro rata to the Class A/B/C/D Letter of Credit Providers, to the extent that there are
unreimbursed Class A/B/C/D Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers,
for application in accordance with the provisions of the respective Class A/B/C/D Letters of Credit, and
B . second, to HVF III any remaining amounts. Section 4.3 Trustee as
Securities Intermediary.
(a) With respect to each Series 2022-2 Account, the Trustee or other Person maintaining such Series
2022-2 Account shall be the “securities intermediary” (as defined in Section 8- 102(a)(14) of the New York UCC and a
“bank” (as defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “ Securities Intermediary”) with
respect to such Series 2022-2 Account. If the Securities Intermediary in respect of any Series 2022-2 Account is not the
Trustee, HVF III shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in
this Section 4.3 (Trustee as Securities Intermediary).
(b)The Securities Intermediary agrees that:
(i) The Series 2022-2 Accounts are accounts to which Financial Assets will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Series 2022-2 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 2022-2 Account be
registered in the name of HVF III, payable to the order of HVF III or specially endorsed to HVF III;
(iii) All property delivered to the Securities Intermediary pursuant to this Series 2022- 2 Supplement and all
Permitted Investments thereof will be promptly credited to the appropriate Series 2022-2 Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series
2022-2 Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing
transfer or redemption of any Financial Asset relating to the Series 2022- 2 Accounts or any instruction with respect to
the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction
without further consent by HVF III or Administrator;
(vi) The Series 2022-2 Accounts shall be governed by the laws of the State of New York, regardless of any
provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities
Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8110 of the New York UCC) and the
Series 2022-2 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State
of New York;
(vii) The Securities Intermediary has not entered into, and until termination of this Series 2022-2 Supplement,
will not enter into, any agreement with any other Person relating to the Series 2022-2 Accounts and/or any Financial
Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the
meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered
into, and until the termination of this Series 2022-2 Supplement will not enter into, any agreement with HVF III
purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or
instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v) (Trustee as
Securities Intermediary); and
(viii) Except for the claims and interest of the Trustee and HVF III in the Series 2022-2 Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2022-2 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 2022-2 Account or in any Financial Asset carried therein, the Securities Intermediary will
promptly notify the Trustee, the Administrator and HVF III thereof.
(c) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the
Series 2022-2 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders
(within the meaning of Section 9-304 and Section 8110 of the New York UCC) in respect of the Series 2022-2 Accounts.
(d) Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2022-2 Accounts)
or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-
504(c)(1) of the New York UCC, with respect to any Series 2022-2 Account, the Securities Intermediary may satisfy the duty
in Section 8-504(a) of the New York UCC with respect to any cash credited to such Series 2022-2 Account by crediting such
Series 2022-2 Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the
amount of such cash.
(e) Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2022-2 Accounts)
or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2022-2 Account and any
credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as
defined in Section 9-102(a)(8) of the New York UCC) if such Series 2022-2 Account is deemed not to constitute a securities
account.
Section 4.4 Demand Notes.
Noteholders, shall be the only Person authorized to make a demand for payment on any Class A/B/C/D Demand Note.
( a ) Trustee Authorized to Make Demands . The Trustee, for the benefit of the Series 2022-2
(b) Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by
the Trustee pursuant to Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ), HVF III shall not
reduce the amount of any Class A/B/C/D Demand Note or forgive amounts payable thereunder so that the aggregate undrawn
principal amount of the Class A/B/C/D Demand Notes after such forgiveness or reduction is less than the greater of (i) the
Class A/B/C/D Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to
0.50% of the Class A/B/C/D Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a
reduction or forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Demand Notes) or an
increase in the stated amount of any Class A/B/C/D Demand Note, HVF III shall not agree to any amendment of any Class
A/B/C/D Demand Note without first obtaining the prior written consent of the Majority Series 2022-2 Controlling Class.
Section 4.5 Subordination. The Series-Specific 2022-2 Collateral has been pledged to the Trustee to secure the Series
2022-2 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2022-2 Collateral and each Class
A/B/C/D Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2022-2 Notes, and no
Noteholder of any Series of Notes other than the Series 2022-2 Notes will have any right, title or interest in, to or under the
Series-Specific 2022-2 Collateral or any Class A/B/C/D Letter of Credit. For the avoidance of doubt, if it is determined that the
Series 2022-2 Noteholders have any right, title or interest in, to or under the Series-Specific Collateral with respect to any Series
of Notes other than Series 2022-2 Notes, then the Series 2022-2 Noteholders agree that their right, title and interest in, to or
under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to
such other Series of Notes, and in such case, this Series 2022-2 Supplement shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.
Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2022-2
Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the
Series-Specific 2022-2 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2022-2
Collateral now existing or hereafter created.
Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
ARTICLE V
PRIORITY OF PAYMENTS
Section 5.1 [Reserved].
Section 5.2 Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2022-2 Deposit
Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2022-2 Deposit Date, the Trustee shall apply, all
amounts deposited into the Collection Account on such date as follows:
(a) first, withdraw the Series 2022-2 Daily Interest Allocation, if any, for such date from the Collection
Account and deposit such amount in the Series 2022-2 Interest Collection Account; and
Collection Account and deposit such amount into the Series 2022-2 Principal Collection Account.
( b ) second, withdraw the Series 2022-2 Daily Principal Allocation, if any, for such date from the
Section 5.3 Application of Funds in the Series 2022-2 Interest Collection Account . Subject to the Past Due Rental
Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the
Trustee shall apply, all amounts then on deposit in the Series 2022-2 Interest Collection Account (after giving effect to all
deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2022-2 Principal Collection Account ), 5.5 (Class
A/B/C/D Reserve
Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as follows (and in each case
only to the extent of funds available in the Series 2022-2 Interest Collection Account):
Capped Administrator Fee Amount with respect to such Payment Date;
(a) first, to the Series 2022-2 Distribution Account to pay to the Administrator the Series 2022-2
( b ) second, to the Series 2022-2 Distribution Account to pay the Trustee the Series 2022-2 Capped
Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the
continuation of an Amortization Event, at the direction of the Majority Series 2022-2 Noteholders, the Series 2022-2
Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority
Series 2022-2 Noteholders and the Trustee;
( c ) third, to the Series 2022-2 Distribution Account to pay the Persons to whom the Series 2022-2
Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022- 2 Capped Operating Expense Amounts owing to such Persons on
such Payment Date;
( d ) fourth, to the Series 2022-2 Distribution Account to pay the Class A Noteholders on a pro rata
basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect
to such Payment Date;
(e) fifth, to the Series 2022-2 Distribution Account to pay the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such
Payment Date;
(f) sixth, to the Series 2022-2 Distribution Account to pay the Class C Noteholders on a pro rata basis
(based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such
Payment Date;
( g ) seventh, to the Series 2022-2 Distribution Account to pay the Class D Noteholders on a pro rata
basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect
to such Payment Date;
(h) eighth, if the Class E Notes have been issued as of such date, then to the Series 2022-2 Distribution
Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E
Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date;
(i) ninth, during the Series 2022-2 Revolving Period, other than on any such Payment Date on which a
withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D Reserve Account Withdrawals ), for deposit to the
Class A/B/C/D Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any,
and second, for deposit to the Class E Notes reserve account (if any) in an amount equal to the Class E Notes reserve
account deficiency amount, if any, in each case for such date (calculated after giving effect to any withdrawals from the
Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals));
( j ) tenth, to the Series 2022-2 Distribution Account to pay to the Administrator the Series 2022-2
Excess Administrator Fee Amount with respect to such Payment Date;
Trustee Fee Amount with respect to such Payment Date;
(k) eleventh, to the Series 2022-2 Distribution Account to pay to the Trustee the Series 2022-2 Excess
( l ) twelfth, to the Series 2022-2 Distribution Account to pay the Persons to whom the Series 2022-2
Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022-2 Excess Operating Expense Amounts owing to such Persons on
such Payment Date;
(m) thirteenth, during the Series 2022-2 Rapid Amortization Period, for deposit into the Series 2022-2
Principal Collection Account up to the amount necessary to pay the Series 2022-2 Notes in full; and
(n) fourteenth, for deposit into the Series 2022-2 Principal Collection Account any remaining amount.
Section 5.4 Application of Funds in the Series 2022-2 Principal Collection Account . Subject to the Past Due Rental
Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF
III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the
Series 2022-2 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5
(Class A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as
follows (and in each case only to the extent of funds available in the Series 2022-2 Principal Collection Account on such date):
Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;
( a ) first, if such date is a Payment Date, then for deposit into the Series 2022- 2 Interest Collection
( b ) second, during the Series 2022-2 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any, for such date (calculated
after giving effect to any withdrawals from the Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) and deposits to the Class A/B/C/D Reserve Account on such date pursuant to Section 5.3
(Application of Funds in the Series 2022-2 Interest Collection Account ));
(c) third, if such date is a Redemption Date with respect to any Class of Series 2022-2 Notes, then for
deposit into the Series 2022-2 Distribution Account to be paid on such date, pro rata, to all Noteholders of such Class to
the extent necessary to pay the Principal Amount of such Class, all accrued Class Interest Amount for such Class through
the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption
Date;
( d ) fourth, if such date is a Payment Date during the Series 2022-2 Controlled Amortization Period,
then for deposit into the Series 2022-2 Distribution Account to be paid on such date (i) first, pro rata, to all Class A
Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class A Notes
on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class
C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes
on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, if the Class E
Notes have been issued, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled
Distribution Amount with respect to the Class E Notes on such Payment Date;
(e) fifth, during the Series 2022-2 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for deposit into the Series
2022-2 Distribution Account to be paid on the Payment Date immediately succeeding such deposit date (a) first, pro
rata, to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent
necessary to pay the Class C Principal Amount with respect to such date, (d) fourth, pro rata, to all Class D Noteholders
to the extent necessary to pay the Class D Principal Amount with respect to such date and (e) fifth, if the Class E Notes
have been issued as of such date, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E
Principal Amount with respect to such date, and (ii) if such date is after a Determination Date and on or prior to the
Payment Date immediately succeeding such Determination Date, then for deposit into the Series 2022-2 Distribution
Account to be paid on the second Payment Date immediately succeeding such
deposit date (a) first, pro rata, to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount
with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B
Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay
the Class C Principal Amount with respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent
necessary to pay the Class D Principal Amount with respect to such date and (e) fifth, if the Class E Notes have been
issued as of such date, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E Principal
Amount with respect to such date;
( f ) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be
paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under
the Base Indenture, in each case to the extent that no Potential Amortization Event with respect to the Series 2022-2
Notes exists as of such date or would occur as a result of such application; and
release to HVF III, will remain on deposit in the Series 2022-2 Principal Collection Account.
( g ) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for
Section 5.5 Class A/B/C/D Reserve Account Withdrawals . On each Payment Date, HVF III shall direct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all
amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the
Series 2022-2 Interest Collection Account) and 5.4 (Application of Funds in the Series 2022-2 Principal Collection Account )) in
the Class A/B/C/D Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D
Reserve Account):
(a) first, to the Series 2022-2 Interest Collection Account an amount equal to the excess, if any, of the
Series 2022-2 Payment Date Interest Amount for such Payment Date over the Series 2022-2 Payment Date Available
Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the
Class A/B/C/D Available Reserve Account Amount on such Payment Date, the “ Class A/B/C/D Reserve Account
Interest Withdrawal Shortfall”);
(b) second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment Date,
then to the Series 2022-2 Principal Collection Account an amount equal to such Class A/B/C/D Principal Deficit
Amount; and
( c ) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series
2022-2 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D Reserve Account
pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D Principal Amount in
full on such Legal Final Payment Date, then to the Series 2022-2 Principal Collection Account, an amount equal to such
insufficiency; provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written
direction on such date.
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes.
(a) Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D Letters of
Credit. If HVF III determines on any Payment Date that there exists a Class A/B/C/D Reserve Account Interest Withdrawal
Shortfall with respect to such Payment Date, then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D
Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on
such Payment Date, the Trustee, by 12:00 noon (New York City time) on such Payment Date, shall draw an amount, as set
forth in such notice, equal to the least of (i) such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the Class
A/B/C/D Letter of Credit Liquidity Amount as of such Payment Date and (iii) the Series 2022-2 Lease Interest Payment
Deficit for such Payment Date, by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class
A/B/C/D Certificate of Credit Demand on the Class A/B/C/D Letters of Credit; provided, that if the Class A/B/C/D L/C Cash
Collateral Account has been established and funded, then the Trustee shall withdraw from the Class A/B/C/D L/C Cash
Collateral Account and deposit into the Series 2022-2 Interest Collection Account an amount as set forth in such notice equal
to the lesser of (1) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the least of the amounts
described in clauses (i), (ii) and (iii) above and (2) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such
Payment Date and
draw an amount equal to the remainder of such amount on the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or
cause the deposit of, the proceeds of any such draw on the Class A/B/C/D Letters of Credit and the proceeds of any such
withdrawal from the Class A/B/C/D L/C Cash Collateral Account into the Series 2022-2 Interest Collection Account on such
Payment Date.
(b) Class A/B/C/D Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on
Class A/B/C/D Letters of Credit. If HVF III determines on any Payment Date that there exists a Series 2022-2 Lease Principal
Payment Deficit that exceeds the amount, if any, withdrawn from the Class A/B/C/D Reserve Account pursuant to Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then HVF III shall instruct the Trustee in writing to draw on the Class
A/B/C/D Letters of Credit, if any, in an amount as set forth in such notice equal to the least of:
(i) such excess;
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class
A/B/C/D Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)); and
(iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class
A/B/C/D Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D Reserve Account
pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and (y) on the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-2
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2022-2
Supplement (other than this Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and
Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date
for payment of principal of the Class A/B/C/D Notes.
Upon receipt of a notice by the Trustee from HVF III in respect of a Series 2022-2 Lease Principal Payment Deficit on
or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such
Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B/C/D
Letters of Credit by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D
Certificate of Credit Demand; provided however, that if the Class A/B/C/D L/C Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of
(x) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to
the Trustee by HVF III and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date (after
giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into
the Series 2022-2 Principal Collection Account on such Payment Date.
(c) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Demand Note. If (A) on any
Determination Date, HVF III determines that the Class A/B/C/D Principal Deficit Amount on the next succeeding Payment
Date (after giving effect to any withdrawals from the Class A/B/C/D Reserve Account on such Payment Date pursuant to
Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and any draws on the Class A/B/C/D Letters of Credit on such
Payment Date pursuant to Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) will be greater
than zero or (B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class
A/B/C/D Principal Amount exceeds the amount to be deposited into the Series 2022-2 Distribution Account (together with all
amounts to be deposited therein pursuant to the terms of this Series 2022-2 Supplement (other than this Section 5.6(c) (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal of
the Class A/B/C/D Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment
Date, HVF III shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand
notice substantially in the form of Exhibit B-2 hereto (each a “Class A/B/C/D Demand Notice”) on Hertz for payment under
the Class A/B/C/D Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a
Payment Date other than the Legal Final Payment Date, then the excess, if any, of such Class A/B/C/D Principal Deficit
Amount over the amount to be deposited into the Series 2022-2 Principal Collection Account in
accordance with Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and Section 5.6(b) (Class A/B/C/D Letters of
Credit and Class A/B/C/D Demand Notes) and (y) on the Determination Date related to the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-2
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2022-2
Supplement (other than this Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal
Final Payment Date for payment of principal of the Class A/B/C/D Notes, and (ii) the principal amount of the Class A/B/C/D
Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such
Payment Date, deliver such Class A/B/C/D Demand Notice to Hertz; provided however, that if 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 sixty (60) consecutive
days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Class
A/B/C/D Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Class A/B/C/D Demand Note
to be deposited into the Series 2022-2 Principal Collection Account.
(d) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Letters of Credit. If (i) the
Trustee shall have delivered a Class A/B/C/D Demand Notice as provided in Section 5.6(c) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2022-2
Distribution Account the amount specified in such Class A/B/C/D Demand Notice in whole or in part by 12:00 noon (New
York City time) on the Business Day following the making of the Class A/B/C/D Demand Notice, (ii) due to the occurrence of
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a
period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Class A/B/C/D Demand
Notice to Hertz, or (iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D Letters of Credit, if
any, by 12:00 noon (New York City time) on such Business Day in an amount equal to the lesser of:
(i) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, or the amount that the Trustee
failed to demand for payment thereunder or the Preference Amount, as the case may be, and
(ii) the Class A/B/C/D Letter of Credit Amount on such Business Day, in each case by presenting to each Class
A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Unpaid Demand Note
Demand or, in the case of a Preference Amount, a Class A/B/C/D Certificate of Preference Payment Demand; provided
however, that if the Class A/B/C/D L/C Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D
L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii)
immediately above and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Business Day
(after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral
Account into the Series 2022-2 Principal Collection Account on such date.Draws on the Class A/B/C/D Letters of
Credit. If there is more than one Class A/B/C/D Letter of Credit on the date of any draw on the Class A/B/C/D Letters of
Credit pursuant to the terms of this Series 2022-2 Supplement (other than pursuant to Section 5.8(b) (Class A/B/C/D
Letters of Credit and Class A/B/C/D L/C Cash Collateral Account)), then HVF III shall instruct the Trustee, in writing,
to draw on each Class A/B/C/D Letter of Credit an amount equal to the Pro Rata Share for such Class A/B/C/D Letter of
Credit of such draw on such Class A/B/C/D Letter of Credit.
Section 5.7 Past Due Rental Payments. On each Series 2022-2 Deposit Date, HVF III will direct the Trustee in writing,
prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all
Collections then on deposit representing Series 2022-2 Past Due Rent Payments and deposit such amount into the Series 2022-2
Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2022-2 Interest
Collection Account and apply the Series 2022-2 Past Due Rent Payment in the following order:
(i) if the occurrence of the related Series 2022-2 Lease Payment Deficit resulted in one or more Class A/B/C/D
L/C Credit Disbursements being made under any Class A/B/C/D Letters of Credit, then pay to or at the direction of Hertz
for reimbursement to each Class A/B/C/
D Letter of Credit Provider who made such a Class A/B/C/D L/C Credit Disbursement an amount equal to the lesser of
(x) the unreimbursed amount of such Class A/B/C/D Letter of Credit Provider’s Class A/B/C/D L/C Credit
Disbursement and (y) such Class A/B/C/D Letter of Credit Provider’s pro rata portion, calculated on the basis of the
unreimbursed amount of each such Class A/B/C/D Letter of Credit Provider’s Class A/B/C/D L/C Credit Disbursement,
of the amount of the Series 2022-2 Past Due Rent Payment;
(ii) if the occurrence of such Series 2022-2 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class A/B/C/D L/C Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2022-2 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D L/C Cash Collateral Account on
account of such Series 2022-2 Lease Payment Deficit;
(iii) if the occurrence of such Series 2022-2 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then
deposit in the Class A/B/C/D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2022-2 Past
Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D
Reserve Account Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2022-2 Principal Collection Account. Section 5.8 Class
A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account.
(a) Class A/B/C/D Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen
(16) Business Days prior to the then scheduled Class A/B/C/D Letter of Credit Expiration Date with respect to any Class
A/B/C/D Letter of Credit, excluding such Class A/B/C/D Letter of Credit from each calculation in clauses (i) through (iii)
immediately below but taking into account any substitute Class A/B/C/D Letter of Credit that has been obtained from a Class
A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date:
(i) the Series 2022-2 Asset Amount would be less than the Series 2022-2 Adjusted Asset Coverage Threshold
Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date);
(ii) the Class A/B/C/D Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from,
the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date); or
(iii) the Class A/B/C/D Letter of Credit Liquidity Amount would be less than the Class A/B/C/D Demand
Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the
Class A/B/C/D L/C Cash Collateral Account on such date);
then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D Letter of Credit
Expiration Date of:
A. the greatest of:
(i) the excess, if any, of the Series 2022-2 Adjusted Asset Coverage Threshold Amount over
the Series 2022-2 Asset Amount, in each case as of such date (after giving effect to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date);
(ii) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the
Class A/B/C/D Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect
to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date); and
(iii) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all
deposits to, and withdrawals from, the Class A/B/C/D L/C Cash Collateral Account on such date);
provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such
date, excluding from such calculation of each amount contained therein such Class A/B/C/D Letter of
Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained
from a Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
B. the amount available to be drawn on such expiring Class A/B/C/D 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 noon (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 noon (New York City time) on the next following Business Day), draw the lesser of the
amounts set forth in clauses (A) and (B) above on such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a
Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursements to be
deposited into the Class A/B/C/D L/C Cash Collateral Account. If the Trustee does not receive either notice from HVF III
described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D Letter of Credit
Expiration Date, then the Trustee, by 12:00 noon (New York City time) on such Business Day, shall draw the full amount of
such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand
and shall cause the Class A/B/C/D L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D L/C Cash
Collateral Account.
(b) Class A/B/C/D Letter of Credit Provider Downgrades . HVF III shall notify the Trustee in writing
within one (1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any
Class A/B/C/D Letter of Credit Provider has been downgraded such that such Class A/B/C/D Letter of Credit Provider would
fail to qualify as a Class A/B/C/D Eligible Letter of Credit Provider were such Class A/B/C/D Letter of Credit Provider to
issue a Class A/B/C/D Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D Letter of
Credit Provider, a “Class A/B/C/D Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D
Downgrade Event with respect to any Class A/B/C/D Letter of Credit Provider, or, if such date is not a Business Day, the next
succeeding Business Day, HVF III shall notify the Trustee in writing (the “ Class A/B/C/D Downgrade Withdrawal Amount
Notice”) on such date of (i) the greatest of (A) the excess, if any, of the Series 2022-2 Adjusted Asset Coverage Threshold
Amount over the Series 2022-2 Asset Amount, (B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement
Amount over the Class A/B/C/D Adjusted Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D
Demand Note Payment Amount over the Class A/B/C/D Letter of Credit Liquidity Amount, in the case of each of clauses (A)
through (C) above, as of such date and excluding from the calculation of each amount referenced in such clauses such Class
A/B/C/D Letter of Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained from a
Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and (ii) the amount available to be
drawn on such Class A/B/C/D Letter of Credit on such date (the lesser of such (i) and (ii), the “Class A/B/C/D Downgrade
Withdrawal Amount”). Upon receipt by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day of a
Class A/B/C/D Downgrade Withdrawal Amount Notice, the Trustee, by 12:00 noon (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 noon (New York City
time) on the next following Business Day), shall draw on the Class A/B/C/D Letters of Credit issued by such Class A/B/C/D
Letter of Credit Provider in an amount (in the aggregate) equal to the Class A/B/C/D Downgrade Withdrawal Amount
specified in such notice by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand and shall
cause the Class A/B/C/D L/C Termination Disbursement to be deposited into a Class A/B/C/D L/C Cash Collateral Account.
(c) Reductions in Stated Amounts of the Class A/B/C/D Letters of Credit . If the Trustee receives a
written notice from HVF III, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any
Class A/B/C/D Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the
Class A/B/C/D Letter of Credit Provider who issued such Class A/B/C/D Letter of Credit a Class A/B/C/D Notice of
Reduction requesting a reduction in the stated amount of such Class A/B/C/D Letter of Credit in the amount
requested in such notice effective on the date set forth in such notice; provided, that on such effective date, immediately after
giving effect to the requested reduction in the stated amount of such Class A/B/C/D Letter of Credit, (i) the Class A/B/C/D
Adjusted Liquid Enhancement Amount will equal or exceed the Class A/B/C/D Required Liquid Enhancement Amount, (ii)
the Class A/B/C/D Letter of Credit Liquidity Amount will equal or exceed the Class A/B/C/D Demand Note Payment Amount
and (iii) no Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction.
( d ) Class A/B/C/D L/C Cash Collateral Account Surpluses and Class A/B/C/D Reserve Account
Surpluses.
(i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the
written instructions of HVF III, shall, withdraw from the Class A/B/C/D Reserve Account an amount equal to the Class
A/B/C/D Reserve Account Surplus, if any, and pay such Class A/B/C/D Reserve Account Surplus to HVF III.
(ii) On each Payment Date on which there is a Class A/B/C/D L/C Cash Collateral Account Surplus, HVF III
may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to
the limitations set forth in this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account), withdraw the amount specified by HVF III from the Class A/B/C/D L/C Cash Collateral Account specified by
HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D L/C Cash
Collateral Account shall be limited to the least of (a) the Class A/B/C/D Available L/C Cash Collateral Account Amount
on such Payment Date, (b) the Class A/B/C/D L/C Cash Collateral Account Surplus on such Payment Date and (c) the
excess, if any, of the Class A/B/C/D Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D
Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D L/C Cash
Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash
Collateral Account) shall be paid:
first, to the Class A/B/C/D Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D
Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers in respect of the Class A/B/C/D
Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D Letters of
Credit, and
second, to HVF III, any remaining amounts.
Section 5.9 Certain Instructions to the Trustee.
(a) If on any date the Class A/B/C/D Principal Deficit Amount is greater than zero or HVF III
determines that there exists a Series 2022-2 Lease Principal Payment Deficit, then HVF III shall promptly provide written
notice thereof to the Trustee.
(b) On or before 10:00 a.m. (New York City time) on each Payment Date, HVF III shall notify the
Trustee of the amount of any Series 2022-2 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto
(each a “Lease Payment Deficit Notice”).
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment . If HVF III fails to give notice or
instructions to make any payment from or deposit into the Collection Account or any Series 2022-2 Account required to be given
by HVF III, at the time specified herein or in any other Series 2022-2 Related Document (including applicable grace periods),
the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2022-2 Account without such
notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, 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 Series 2022-2 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall
deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to
give instructions to draw on any Class A/B/C/D Letters of Credit with respect to a Class of Series 2022-2 Notes required to be
given by HVF III, at the time specified in this Series 2022-2 Supplement, the Trustee shall draw on such Class A/B/C/D Letters
of Credit with respect to such Class of Series 2022-2 Notes without such instruction from HVF III; provided, that HVF III, upon
request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such
Class A/B/C/D Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS
Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and
warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties):
(a) HVF III. HVF III represents and warrants that each of its representations and warranties in the
Series 2022-2 Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be true and correct as of such earlier date) and further represents and
warrants, in each case for the benefit of the Trustee and the Series 2022-2 Noteholders, that:
(i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2022-2
Notes, is continuing; and
(ii) on the Series 2022-2 Closing Date, HVF III has furnished to the Trustee copies of all Series 2022-2
Related Documents to which it is a party as of the Series 2022-2 Closing Date, all of which are in full force and effect as
of the Series 2022-2 Closing Date.
(b) Administrator. The Administrator represents and warrants that each representation and warranty
made by it in each Series 2022-2 Related Document, is true and correct in all material respects as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such
earlier date).
Section 6.2 Covenants. Each of HVF III and the Administrator each severally covenants and agrees that, until the
Series 2022-2 Notes have been paid in full, it will:
negative) and obligations under each Series 2022-2 Related Document to which it is a party.
(a) Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and
(b) Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2022-2 Notes to be
(x) 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) or
(y) loaned to others for the purpose of purchasing or carrying any margin stock or (ii) amounts owed with respect to the Series
2022-2 Notes to be secured, directly or indirectly, by any margin stock.
(c) Series 2022-2 Third-Party Market Value Procedures . Comply with the Series 2022-2 Third-Party
Market Value Procedures in all material respects.
(d) [Reserved].
(e) Noteholder Statement AUP. On or prior to the Payment Date occurring in February 2023 and in
July of each subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent
consultants (which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report
addressed to the Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents
and records relating to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported
upon by such firm of independent certified public accountants or independent consultants shall be those determined by the
Administrator in its sole and absolute discretion.
furnished to each Series 2022-2 Noteholder:
(f) Financial Statements and Other Reporting . Solely with respect to HVF III, furnish or cause to be
(i) commencing on the Series 2022-2 Closing Date, within 120 days after the end of each of Hertz’s fiscal
years, copies of the Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements contained in such an
Annual Report if Hertz were a reporting company, including consolidated financial statements consisting of a balance
sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’
equity and cash flows of Hertz 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 Hertz; and
(ii) commencing on the Series 2022-2 Closing Date, within sixty (60) days after the end of each of the first
three quarters of each of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC
or, if Hertz is not a reporting company, information equivalent to that which would be required to be included in the
financial statements contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such
quarter and statements of income, stockholders’ equity and cash flows of Hertz 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 Hertz as having been prepared in accordance with GAAP.
The financial data that shall be delivered to the Series 2022-2 Noteholders pursuant to the foregoing paragraphs (i) and
(ii) shall be prepared in conformity with GAAP.
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), 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 such Hertz’s accountants not being “independent” (as defined pursuant to the
Exchange Act and the rules and regulations of the SEC thereunder), HVF III, in lieu of furnishing or causing to be furnished the
information, documents and reports so required to be furnished, may 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 HVF III shall in any event be required to furnish or cause to be
furnished 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
Article VI (Representations and Warranties; Covenants; Closing Conditions ).
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), HVF III’s obligations to furnish or cause to be furnished any documents, reports, notices or other information
pursuant to this Article VI (Representations and Warranties; Covenants; Closing Conditions ) shall be deemed satisfied with
respect to such documents, reports, notices or other information upon (i) the same (or hyperlinks to the same) having been
posted on Hertz’s website (or such other website address as HVF III may specify by written notice to the Trustee from time to
time) or (ii) the same (or hyperlinks to same) having been posted on Hertz’s behalf on an internet or intranet website to which
the Series 2022-2 Noteholders have access (whether a commercial, government (including, without limitation, EDGAR) or third-
party website or whether sponsored by or on behalf of the Series 2022-2 Noteholders). With respect to any documents, reports,
notices or other information electronically furnished in accordance with the preceding sentence, such documents, reports, notices
or other information shall be deemed furnished on the date posted in accordance with clause (i) or (ii), as the case may be, of the
preceding sentence.
Section 6.3 Closing Conditions. The effectiveness of this Series 2022-2 Supplement is subject to the conditions
precedent set forth in Section 2.3 (Series Supplement for each Series of Notes ) of the Base Indenture.
Section 6.4 Further Assurances.
(a) HVF III shall do such further acts and things, and execute and deliver to the Trustee such
additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of
the Trustee in the Series-Specific 2022-2 Collateral on behalf of the Series 2022-2 Noteholders as a perfected security interest
subject to no prior Liens (other than Series 2022-2 Permitted Liens) and to carry into effect the purposes of this Series 2022-2
Supplement or the other Series 2022-2 Related Documents or to better assure and confirm unto the Trustee or the Series 2022-
2 Noteholders their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements,
continuation statements and amendments thereto necessary to achieve the foregoing. If HVF III fails to perform any of its
agreements or obligations under this Section 6.4(a) (Further Assurances), the Trustee shall, at the direction of the Majority
Series 2022-2 Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in
connection therewith shall be payable by HVF III upon the Trustee’s demand therefor. The Trustee is hereby authorized to
execute and file any financing statements, continuation statements or other instruments
necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Series-Specific 2022-2
Collateral.
(b) Unless otherwise specified in this Series 2022-2 Supplement, if any amount payable under or in
connection with any of the Series-Specific 2022-2 Collateral shall be or become evidenced by any promissory note, chattel
paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged
and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has
been perfected, be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
(c) HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific
2022-2 Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series
2022-2 Noteholders, against the claims and demands of all Persons whomsoever.
(d) On or before March 31 of each calendar year, commencing with March 31, 2023, HVF III shall
furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Series 2022-2 Supplement, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing of any financing statements, continuation
statements and amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this
Series 2022-2 Supplement in the Series-Specific 2022-2 Collateral and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion
of Counsel shall also describe the recording, filing, re- recording and refiling of this Series 2022-2 Supplement, any indentures
supplemental hereto and any other requisite documents and the execution and filing of any financing statements, continuation
statements and amendments thereto that will, in the opinion of such counsel, be required to maintain the perfection of the lien
and security interest of this Series 2022-2 Supplement in the Series-Specific 2022- 2 Collateral until March 31 in the following
calendar year.
ARTICLE VII
AMORTIZATION EVENTS
Section 7.1 Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-2 Notes is not paid in full on or prior to the
Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt,
other than principal) payable in respect of, the Series 2022-2 Notes when due and payable and such default continues for a
period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5)
consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5)
consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date
or any Series 2022-2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the
definition of Series 2022-2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or
discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien
(other than any Lien described in clause (iii) of the definition of Series 2022-2
Permitted Liens) or (ii) other than as a result of a Series 2022-2 Permitted Lien, the Trustee fails to have a valid and perfected
first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts
in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid
Enhancement Amount (excluding the Class A/
B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C
Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause
(iii) of the definition of Series 2022-2 Permitted Liens) or (ii) other than as a result of a Series 2022-2 Permitted Lien, the
Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account
Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during
such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C
Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-2 Permitted Lien, the Trustee shall for any reason cease to
have a valid and perfected first priority security interest in the Series 2022-2 Collateral (other than the Class A/B/C/D Reserve
Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or
HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30)
consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal
Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for
failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other
than a Series 2022-2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case,
thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or
discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-2 Related Documents or any material portion thereof shall cease, for any
reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof
or as otherwise expressly permitted in the Series 2022-2 Related Documents) or Hertz, any Lessee or HVF III shall so assert
any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business
Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application
of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any
capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series
2022-2 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-2 Related
Document and the failure to so comply materially and adversely affects the interests of the Series 2022-2 Noteholders and
continues to materially and adversely affect the interests of the Series 2022-2 Noteholders for a period of thirty (30)
consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof
or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by
the Trustee or to HVF III and the Trustee by the Majority Series 2022-2 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-2 Related Document is false and such
false representation materially and adversely affects the interests of the Series 2022-2 Noteholders and the event or condition
that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the
date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is
given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-2 Controlling Class.
Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with
respect to the Series 2022-2 Notes will immediately occur without any notice or other action on the part of the Trustee or
any Series 2022-2 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is
continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-2 Controlling Class may,
by written notice to HVF III and the Trustee, declare that
an “Amortization Event” with respect to the Series 2022-2 Notes has occurred as of the date of the notice.
An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-2 Notes
described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority
Series 2022-2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with
respect to the Series 2022-2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the
written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders
holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C
Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential
Amortization Event.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2022-2 Notes, if the
event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure,
waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every
purpose under the Series 2022-2 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base
Indenture applicable to all Series of Notes.
ARTICLE VIII
SUBORDINATION OF NOTES
Section 8.1 Subordination of Class B Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-2 Principal Collection Account ), no payments on account
of interest with respect to the Class B Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all Class A
Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts) have been paid in full, and during the Series
2022-2 Controlled Amortization Period no payments of principal of Class B Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes has been paid in full and during the Series 2022-2 Rapid
Amortization Period, no payments of principal of the Class B Notes will be made unless and until the aggregate outstanding
principal amount of the Class A Notes has been paid in full.
Section 8.2 Subordination of Class C Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-2 Principal Collection Account ), no payments on account
of interest with respect to the Class C Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes and the Class B Notes on such Payment Date (including, without limitation, all
accrued interest, all Class A Deficiency Amounts and all Class B Deficiency Amounts and all interest accrued on such Class A
Deficiency Amounts and Class B Deficiency Amounts) have been paid in full, and during the Series 2022- 2 Controlled
Amortization Period, no payments of principal with respect to the Class C Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes and Class B Notes have been paid in full and during the Series
2022-2 Rapid Amortization Period, no payments of principal of Class C Notes will be made unless and until the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes has been paid in full.
Section 8.3 Subordination of Class D Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-2 Principal Collection Account ), no payments on account
of interest with respect to the Class D Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date (including, without
limitation, all accrued interest, all Class A Deficiency Amounts, Class B Deficiency Amounts and all Class C Deficiency
Amounts and all interest accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts and Class C Deficiency
Amounts) have been paid in full, and during the Series 2022-2 Controlled Amortization Period no payments of principal of Class
D Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes, Class B Notes
and Class C Notes have been paid in full and during the Series 2022-2 Rapid Amortization Period, no payments of principal of
the Class D Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes, Class B Notes
and Class C Notes has been paid in full.
Section 8.4 Subordination of Class E Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-2 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-2 Principal Collection Account ), no payments on account
of interest with respect to the Class E Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts, all Class B Deficiency Amounts, all Class C
Deficiency Amounts and all Class D Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts, Class B
Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts) have been paid in full; provided, that if
any irrevocable letters of credit and/or reserve accounts are issued and/or established solely for the benefit of the Class E
Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment
Date notwithstanding that interest may not be paid in full on the Class A Notes, the Class B Notes, the Class C Notes and/or the
Class D Notes on such Payment Date, and no payments on account of principal with respect to the Class E Notes shall be made
on any Payment Date until all Class Controlled Distribution Amounts payable and all payments of principal then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
has been paid in full.
Section 8.5 When Distribution Must be Paid Over. In the event that any Series 2022-2 Noteholder (or Series 2022-2
Note Owner) receives any payment of any principal, interest or other amounts with respect to the Series 2022-2 Notes at a time
when such Series 2022-2 Noteholder (or Series 2022-2 Note Owner, as the case may be) has actual knowledge that such
payment is prohibited by the preceding sections of this Article VIII (Subordination of Notes ), such payment shall be held by
such Series 2022-2 Noteholder (or Series 2022-2 Note Owner, as the case may be) in trust for the benefit of, and shall be paid
forthwith over and delivered to, the Trustee for application consistent with the preceding sections of this Article VIII
(Subordination of Notes).
ARTICLE IX
GENERAL
Section 9.1 Optional Redemption of the Series 2022-2 Notes.
(a) (On any Business Day prior to the Expected Final Payment Date, HVF III may, at its option,
redeem any Class of Class A/B/C/D Notes (such date, with respect to such Class of Notes, the “Redemption Date”), in whole
but not in part, at a redemption price equal to 100% of the outstanding Principal Amount thereof plus any Make-Whole
Premium (including accrued and unpaid Class Interest Amount with respect to such Class through such Redemption Date
based upon the number of days of unpaid interest divided by 360) due with respect to such Class as of such Redemption Date,
each of which amounts shall be payable in accordance with Section 5.4 (Application of Funds in the Series 2022-2 Principal
Collection Account); provided that no Class of Class A/B/C/D Notes may be redeemed pursuant to the foregoing if any Senior
Class of Series 2022-2 Notes with respect to such Class of Series 2022-2 Notes would remain outstanding immediately after
giving effect to such redemption; provided, however, the foregoing restriction on redemption in order of priority shall not be
deemed to limit any transaction that results in the exchange or refinancing of a Class of Class A/B/C/D Notes.
(b) If HVF III elects to redeem any Class of Series 2022-2 Notes pursuant to Sections 9.1(a) (Optional
Redemption of the Series 2022-2 Notes), then HVF III shall notify the Trustee in writing at least seven (7) days prior to the
intended date of redemption of (i) such intended date of redemption (which may be an estimated date, confirmed to the Series
2022-2 Noteholders no later than three (3) Business Days prior to the date of redemption), and (ii) the applicable Class of
Series 2022-2 Notes subject to redemption and the CUSIP number with respect to such Class. Upon receipt of a notice of
redemption from HVF III, the Trustee shall give notice of such redemption to the Series 2022-2 Noteholders of the Class of
Series 2022-2 Notes to be redeemed. Such notice by the Trustee shall be given not less than three (3) days prior to the
intended date of redemption.
Section 9.2 Information.
(a) On or before 12:00 p.m. eastern standard time of the fourth Business Day prior to each Payment
Date (unless otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’ Statement with
respect to the Series 2022-2 Notes setting forth the information set forth on Schedule II (Monthly Noteholders’ Statement
Information) hereto (including reasonable detail of the materially constituent terms thereof, as determined by HVF III) in any
reasonable format.
(b) Upon any amendment to any of the Series 2022-2 Related Documents, HVF III shall, not more
than five (5) Business Days thereafter, provide the amended version of such Series 2022- 2 Related Document to the Trustee,
nd
and the Trustee shall furnish a copy of such amended Series 2022-2 Related Document no later than the second (2 )
succeeding Business Day following such receipt by the Trustee, which obligation to furnish shall be deemed satisfied upon the
Trustee’s posting, or causing to be posted, such amended Series 2022-2 Related Document to the website specified in clause
(a) above (or any successor or replacement website, in accordance with such clause (a)).
Section 9.3 Confidentiality. The Trustee and each Series 2022-2 Note Owner agrees, by its acceptance and holding of a
beneficial interest in a Series 2022-2 Note, that it shall not disclose any Confidential Information to any Person without the prior
written consent of HVF III, which such consent must be evident in a writing signed by an Authorized Officer of HVF III, other
than (a) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates
who agree to hold confidential the Confidential Information; (b) such person’s financial advisors and other professional advisors
who agree to hold confidential the Confidential Information; (c) any other Series 2022-2 Note Owner; (d) any person of the type
that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2022-2 Notes in accordance with the
requirements of this Series 2022-2 Supplement to which such person sells or offers to sell any such interest in the Series 2022-2
Notes or any part thereof and that agrees to hold confidential the Confidential Information in accordance with this Series 2022-2
Supplement; (e) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person;
(f) the National Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency
that requires access to information about the investment portfolio or such person; (g) any reinsurers or liquidity or credit
providers that agree to hold confidential the Confidential Information; (h) any other person with the consent of HVF III; or (i)
any other person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law,
rule, regulation, statute or order applicable to such person, (B) in response to any subpoena or other legal process upon prior
notice to HVF III (unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any
litigation to which such person is a party upon prior notice to HVF III (unless prohibited by applicable law or other requirement
having the force of law) or (D) if an Amortization Event with respect to the Series 2022-2 Notes has occurred and is continuing,
to the extent such person may reasonably determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Series 2022-2 Notes, this Series 2022-2 Supplement or
any other document relating to the Series 2022-2 Notes.
Section 9.4 Ratification of Base Indenture. As supplemented by this Series 2022-2 Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by this Series 2022-2 Supplement shall be read,
taken, and construed as one and the same instrument (except as otherwise specified herein).
Section 9.5 Notice to the Rating Agencies. The Trustee shall provide to each Rating Agency a copy of each notice to the
Series 2022-2 Noteholders delivered to the Trustee pursuant to this Series 2022- 2 Supplement or any other Related Document.
The Trustee shall provide notice to each Rating Agency of any consent by the Series 2022-2 Noteholders to the waiver of the
occurrence of any Amortization Event with respect to the Series 2022-2 Notes. HVF III will provide each Rating Agency rating
the Series 2022- 2 Notes with a copy of any operative Manufacturer Program upon written request by such Rating Agency.
Section 9.6 Third Party Beneficiary. Nothing in this Series 2022-2 Supplement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their successors and assigns expressly permitted herein) any legal or
equitable right, remedy or claim under or by reason of this Series 2022-2 Supplement.
Section 9.7 Execution in Counterparts; Electronic Execution . This Series 2022-2 Supplement may be executed in any
number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or
DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart signature page of this Series 2022-2 Supplement by
facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Series
2022-2 Supplement and shall have the same legal validity and enforceability as a manually executed signature to the fullest
extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an
authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.
Section 9.8 Governing Law. THIS SERIES 2022-2 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR
RELATING TO THIS SERIES 2022-2 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAW.
Section 9.9 Amendments. This Series 2022-2 Supplement may be amended or modified, and any provision may be
waived, in accordance with the following paragraphs of this Section 9.9 (Amendments):
(a) Without the Consent of the Series 2022-2 Noteholders . Without the consent of any Series 2022-2
Noteholder, HVF III and the Trustee, at any time and from time to time, may enter into one or more amendments,
modifications or waivers, in form satisfactory to the Trustee, for any of the following purposes:
(i) to add to the covenants of HVF III for the benefit of any Series 2022-2 Noteholder or to surrender
any right or power herein conferred upon HVF III (provided, however, that HVF III shall not pursuant to this Section 9.9(a)(i)
(Without Consent of the Noteholders) surrender any right or power it has under any Related Document other than to the Trustee
or the Series 2022-2 Noteholders);
contained in any Series Supplement or in any Notes issued thereunder;
(ii) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision
Series 2022-2 Notes;
(iii) to provide for uncertificated Series 2022-2 Notes in addition to certificated
(iv) to add to or change any of the provisions of this Series 2022-2 Supplement
to such extent as shall be necessary to permit or facilitate the issuance of Series 2022-2 Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(v) to conform this Series 2022-2 Supplement to the terms of the offering document(s) for the Series
2022-2 Notes;
(vi) to correct or supplement any provision in this Series 2022-2 Supplement which may be
inconsistent with any other provision herein or in the Base Indenture or to make any other provisions with respect to matters or
questions arising under this Series 2022-2 Supplement or in the Base Indenture;
the Series Collateral; and
(vii) to evidence and provide for the addition of medium-duty trucks in the Indenture Collateral and/or
(viii) to effect any other amendment that does not materially adversely affect the interests of the Series
2022-2 Noteholders;
provided, however, that (i) as evidenced by an Officer’s Certificate of HVF III, such action shall not materially adversely affect
the interests of the Series 2022-2 Noteholders, (ii) any amendment or modification shall not be effective until the Series 2022-2
Rating Agency Condition has been satisfied with respect to such amendment or modification (unless 100% of the Series 2022-2
Noteholders have consented thereto) and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution.
(b) With the Consent of the Majority Series 2022-2 Noteholders . Except as provided in Section 9.9(a)
(Amendments) or Section 9.9(c) (Amendments), this Series 2022-2 Supplement may from time to time be amended, modified
or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF III, the Trustee
and the Majority Series 2022-2 Noteholders,
(ii) in the case of an amendment or modification, the Series 2022-2 Rating Agency Condition is satisfied (unless otherwise
consented to in writing by 100% of the Series 2022-2 Noteholders) with respect to such amendment or modification and (iii)
HVF III shall provide each Rating Agency notice of such amendment or modification promptly after its execution; provided
that, with respect to any such amendment, modification or waiver that does not adversely affect in any material respect one or
more Classes,
Subclasses and/or Tranches of the Series 2022-2 Notes, as evidenced by an Officer’s Certificate of HVF III, each such Class,
Subclass and/or Tranche will be deemed not Outstanding for purposes of the
consent required pursuant to clause (i) of this Section 9.9(b) (Amendments) (and the calculation of the Majority Series 2022-2
Noteholders (including the Aggregate Principal Amount) will be modified accordingly); provided, further, that the consent of
any Series 2022-2 Noteholder shall not be required to provide for the issuance of any Class E Notes in accordance with
Section 9.18 (Issuance of Class E Notes), subject to the satisfaction of the Series 2022-2 Rating Agency Condition with respect
to such amendment or modification;
( c ) With the Consent of 100% of the Series 2022-2 Noteholders . Notwithstanding the foregoing
Sections 9.9(a) and (b) (Amendments), without the consent of 100% of the Series 2022-2 Noteholders affected by such
amendment, modification or waiver, no amendment, modification or waiver (other than any waiver effected pursuant to
Section 7.1 (Amortization Events) shall:
(i) amend or modify the definition of “Majority Series 2022-2 Noteholders” or Section 2.5 (Required Series
Noteholders) in this Series 2022-2 Supplement or otherwise reduce the percentage of Series 2022-2 Noteholders whose
consent is required to take any particular action hereunder;
(ii) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Series 2022-2 Note (or reduce the principal amount of or rate of interest on any Series 2022-2 Note or
otherwise change the manner in which interest is calculated); or
(iii) amend or modify Section 2.1(a) (Initial Issuance on the Series 2022-2 Closing Date ) , Section 4.1
(Granting Clause), Section 5.3 (Application of Funds in the Series 2022-2 Interest Collection Account ) , Section 5.4
(Application of Funds in the Series 2022-2 Principal Collection Account), Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals), Section 7.1 (Amortization Events) (other than pursuant to any waiver effected pursuant to Section 7.1
(Amortization Events) of this Series 2022-2 Supplement), Section 9.9(a), (b) or (c) (Amendments) or Section 9.19
(Trustee Obligations under the Retention Requirements ), or otherwise amend or modify any provision relating to the
amendment or modification of this Series 2022-2 Supplement or that pursuant to the Series 2022-2 Related Documents
expressly requires the consent of 100% of the Series 2022-2 Noteholders or each Series 2022-2 Noteholder affected by
such amendment or modification;
( d ) Series 2022-2 Supplemental Indentures. Each amendment or other modification to this Series
2022-2 Supplement shall be set forth in a Series 2022-2 Supplemental Indenture. The initial effectiveness of each Series 2022-
2 Supplemental Indenture shall be subject to the delivery to the Trustee of an Opinion of Counsel (which may be based on an
Officer’s Certificate) that such Series 2022-2 Supplemental Indenture is authorized or permitted by this Series 2022-2
Supplement.
(e) The Trustee to Sign Amendments, etc. The Trustee shall sign any Series 2022- 2 Supplemental
Indenture authorized or permitted pursuant to this Section 9.9 (Amendments) if such Series 2022-2 Supplemental Indenture
does not adversely affect the rights, duties, liabilities or immunities of the Trustee, and if such Series 2022-2 Supplemental
Indenture does adversely affect the rights, duties, liabilities or immunities of the Trustee, then the Trustee may, but need not,
sign it. In signing such Series 2022-2 Supplemental Indenture, the Trustee shall be entitled to receive, if requested, and,
subject to Section 7.2 (Limited Liability Company and Governmental Authorization ) of the Base Indenture, shall be fully
protected in relying upon, an Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s
Certificate) as conclusive evidence that such Series 2022-2 Supplemental Indenture is authorized or permitted by this Section
9.9 (Amendments) and that all conditions precedent
specified in this Section 9.9 (Amendments) have been satisfied, and that it will be valid and binding upon HVF III in
accordance with its terms.
(f) Consent to Substance. It shall not be necessary for the consent of any Person pursuant to Section
9.9(a) (Amendments) or Section 9.9(b) (Amendments) for such Person to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such Person consents to the substance thereof.
Section 9.10 Administrator to Act on Behalf of HVF III . Pursuant to the Administration Agreement, the Administrator
has agreed to provide certain services to HVF III and to take certain actions on behalf of HVF III, including performing or
otherwise satisfying any action, determination, calculation,
direction, instruction, notice, delivery or other performance obligation, in each case, permitted or required by HVF III pursuant
to this Series 2022-2 Supplement. Each Noteholder by its acceptance of a Note and the Trustee by its execution hereof, hereby
consents to the provision of such services and the taking of such action by the Administrator in lieu of HVF III and hereby agrees
that HVF III’s obligations hereunder with respect to any such services performed or action taken shall be deemed satisfied to the
extent performed or taken by the Administrator and to the extent so performed or taken by the Administrator shall be deemed for
all purposes hereunder to have been so performed or taken by HVF III; provided, that for the avoidance of doubt, none of the
foregoing shall create any payment obligation of the Administrator or relieve HVF III of any payment obligation hereunder;
provided, further, that if an Amortization Event with respect to the Series 2022-2 Notes has occurred and is continuing or if a
Limited Liquidation Event of Default has occurred and the Administrator has failed to take any action on behalf of HVF III that
HVF III is required to take pursuant to the this Series 2022-2 Supplement, all or any determinations, calculations, directions,
instructions, notices, deliveries or other actions required to be effected by HVF III or the Administrator hereunder may be
effected or directed by the Majority Series 2022-2 Noteholders or any appointed agent or representative thereof, and HVF III
shall, and shall cause the Administrator to, provide reasonable assistance in furtherance of the foregoing, and the Trustee shall
follow any such direction as if delivered by the Administrator or by the Administrator on behalf of HVF III, in each case to the
extent such direction is consistent with this Series 2022-2 Supplement and the Related Documents.
Section 9.11 Successors. All agreements of HVF III in this Series 2022-2 Supplement and with respect to the Series
2022-2 Notes shall bind its successor; provided, however, except as provided in Section
9.9 (Amendments), HVF III may not assign its obligations or rights under this Series 2022-2 Supplement or any Series 2022-2
Note. All agreements of the Trustee in this Series 2022-2 Supplement shall bind its successor.
Section 9.12 Termination of Series Supplement . This Series 2022-2 Supplement shall cease to be of further effect when
(i) all Outstanding Series 2022-2 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2022-2 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF III has paid all sums
payable hereunder, and (iii) the Class A/B/C/D Demand Note Payment Amount is equal to zero or the Class A/B/C/D Letter of
Credit Liquidity Amount is equal to zero.
Section 9.13 Electronic Execution. This Series 2022-2 Supplement may be transmitted and/or signed in accordance with
Section 9.7 (Execution in Counterparts, Electronic Execution) hereto.
Section 9.14 Additional UCC Representations. Without limiting any other representation or warranty given by HVF III
in the Base Indenture, HVF III hereby makes the representations and warranties set forth below in this Section 9.14 (Additional
UCC Representations) for the benefit of the Trustee and the Series 2022-2 Noteholders, in each case, as of the date hereof.
(a) General.
(i) The Series 2022-2 Supplement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Class A/B/C/D Demand Note and all of its proceeds (the “Series Collateral”) in favor of the Trustee for
the benefit of the Series 2022-2 Noteholders and in the case of each of clause (a) and (b) is prior to all other Liens on such
Indenture Collateral and Series Collateral, as applicable, except for Series 2022-2 Permitted Liens, respectively, and is
enforceable as such against creditors and purchasers from HVF III.
(ii) HVF III owns and has good and marketable title to the Indenture Collateral and the Series
Collateral free and clear of any lien, claim, or encumbrance of any Person, except for Series 2022-2 Permitted Liens,
respectively.
( b ) Characterization. The Class A/B/C/D Demand Note constitutes an “instrument” within the
meaning of the applicable UCC and (b) all Manufacturer Receivables constitute “accounts” or “general intangibles” within the
meaning of the applicable UCC.
(c) Perfection by Filing. HVF III has caused or will have caused, within ten (10) days after the Series
2022-2 Closing Date, 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 any accounts and general intangibles included in
the Series Collateral granted to the Trustee.
evidence the Class A/B/C/D Demand Note have been delivered to the Trustee.
(d) Perfection by Possession. All original copies of the Class A/B/C/D Demand Note that constitute or
(e) Priority.
(i) Other than the security interest granted to the Trustee pursuant to the Series 2022-2 Supplement,
HVF III has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Series Collateral.
HVF III has not authorized the filing of and is not aware of any financing statements against HVF III that include a description
of collateral covering the Series Collateral, other than any financing statement relating to the security interests granted to the
Trustee, as secured party under the Series 2022-2 Supplement, respectively, or that has been terminated. HVF III is not aware of
any judgment or tax lien filings against HVF III.
been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
(ii) The Class A/B/C/D Demand Note does not contain any marks or notations indicating that it has
Section 9.15 Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 13.1
(Notices) of the Base Indenture, and (ii) in the case of the Administrator, unless otherwise specified by the Administrator by
notice to the respective parties hereto, in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), e-mail, facsimile or overnight air courier guaranteeing next day delivery, to:
The Hertz Corporation 8501 Williams Road
Estero, Florida 33928
Attention: Treasury Department / General Counsel Phone:[*]
Fax: [*]
E-mail:[*]
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 e-mail or facsimile shall be deemed given on the date of delivery of such notice if received before
12:00 noon ET or the next Business Day if received at or after 12:00 noon ET, and (iv) delivered by overnight air courier shall
be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.
Section 9.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of
the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to the Base Indenture, this Series 2022-2 Supplement, the Series 2022-2 Notes or the
transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to the Base
Indenture, this Series 2022-2 Supplement, the Series 2022-2 Notes or the transactions contemplated hereby; (ii) agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action
or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any
such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was
brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner
provided for notices in Section 9.15 (Notices) (provided that, nothing in this Series 2022-2 Supplement shall affect the right of
any such party to serve process in any other manner permitted by law).
Section 9.17 Waiver of Jury Trial . EACH OF THE PARTIES HERETO 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 THE BASE INDENTURE, THIS SERIES 2022-2
SUPPLEMENT, THE SERIES 2022- 2 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.18 Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-2 Closing Date. On any
date during the Series 2022-2 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the
following conditions precedent:
(a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-2 Supplement
providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date,
(b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal
amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization
Amount with respect to the Class E Notes will be the Series 2022-2 Controlled Amortization Period and (e) payment
mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than
as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance;
(b) 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 proposed closing date for the issuance of the Class E Notes (such
closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified
in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”):
(c) The Trustee shall have received a Company Order authorizing and directing the authentication and
delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes,
the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed
Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes;
Closing Date to the effect that:
(d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes
(i) no Amortization Event with respect to the Series 2022-2 Notes, Series 2022-2 Liquidation Event,
Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur
as a result of the issuance of such Proposed Class E Notes;
authentication and delivery of such Proposed Class E Notes have been complied with or waived; and
(ii) all conditions precedent provided in this Series 2022-2 Supplement with respect to the
(iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-2
Supplement and any Series 2022-2 Related Documents will not reduce the availability of the Class A/B/C/D Liquid
Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes;
connection with the issuance of the Proposed Class E Notes may provide for:
(e) No amendments to this Series 2022-2 Supplement or any Series 2022-2 Related Documents in
(i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class
A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class
A/B/C/D Notes remain outstanding;
(ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class
A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of
demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the
benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on
the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class
A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the
availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the
Class A/B/C/D Notes in any material respect;
until the principal amount of the Class A/B/C/D Notes has been
(iii) during the Series 2022-2 Rapid Amortization Period, payment of principal of the Class E Notes
paid in full, unless such payment is made with proceeds of incremental enhancement provided solely for the benefit of
the Class E Notes;
(iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D
Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-2
Supplement that expressly require the consent of each Noteholder or Series 2022-2 Noteholder, as the case may be,
materially adversely affected thereby or (y) with respect to amendments to this Series 2022-2 Supplement, any
amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or
(v) the addition of any Amortization Event with respect to the Series 2022-2 Notes other than those
related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit
enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely
supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes;
(f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based
upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the
Class A/B/C/D Notes substantially to the effect that:
(i) the issuance of the Proposed Class E Notes will not adversely affect the
U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an
Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and
HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes as a result of such issuance;
(ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series
2022-2 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and
(iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and
issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject,
in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and to general principles of equity; and
(g) The Series 2022-2 Rating Agency Condition shall have been satisfied with respect to the issuance
of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-2 Supplement and/or any other
Series 2022-2 Related Document.
Section 9.19 Trustee Obligations under the Retention Requirements. In no event shall the Trustee have any
responsibility to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed
securities or other rules or regulations relating to risk retention. The Trustee shall not be charged with knowledge of such rules,
nor shall it be liable to any Series 2022-2 Noteholder or any other party for violation of such rules now or hereafter in effect.
Section 9.20 Amendment and Restatement; No Novation. This Series 2022-2 Supplement shall constitute an amendment
and restatement, but not a novation, of the Original Series 2022-2 Supplement. The execution and delivery of this Series 2022-2
Supplement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not
constitute, a novation of either (i) the obligations and liabilities of HVF III under the Original Series 2022-2 Supplement, or (ii)
the grant of a security interest in the collateral described under the Original Series 2022-2 Supplement made by HVF III to the
Trustee. Each of the parties hereto hereby affirms, ratifies, confirms, renews, extends, continues and brings forward the grant of
security interest and pledge in the Original Series 2022-2 Supplement and agrees that the liens in the collateral described therein
shall continue without any diminution thereof and shall remain in full force and effect as valid, binding, and enforceable liens on
or after the date of this Series 2022-2 Supplement. The parties hereto reaffirm all UCC financing statements and continuation
statements and amendments thereof filed and all other filings and recordations made in respect of the collateral described in the
Original Series 2022-2 Supplement and the liens and security interests granted thereunder and under this Series 2022-2
Supplement and acknowledge that such filings and recordations were and remain authorized and effective on and after the date
hereof.
IN WITNESS WHEREOF, HVF III, the Trustee and the Administrator have caused this Series 2022-2
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.
HERTZ VEHICLE FINANCING III LLC, as Issuer
By: /s/ Mark E. Jonson
Name: Mark E. Johnson
Title: President and Treasurer
THE HERTZ CORPORATION, as Administrator
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By: /s/ Mitchell L. Brumwell
Name: Mitchell L. Brumwell
Title: Vice President
2022-2 SUPPLEMENT
SCHEDULE I TO THE SERIES
DEFINITIONS LIST
“144A Global Notes” has the meaning specified in Section 2.1(e) (Issuance—144A Global Notes) of this Series
2022-2 Supplement.
Supplement.
“Amended Series 2022-2 Supplement ” has the meaning specified in the Preamble to this Series 2022-2
this Series 2022-2 Supplement.
“Applicable Procedures” has the meaning specified in Section 2.2(e) (Transfer Restrictions for Global Notes ) of
“Base Indenture” has the meaning specified in the Preamble. “Base Rent” has the
meaning specified in the Lease.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (ii) any “plan” (as defined in Section 4975(E)(1) of the Code) that is subject to Section 4975 of the Code or
(iii) any entity deemed to hold the “assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section
2510.3-101, as modified by Section 3(42) of ERISA, or otherwise under ERISA).
“Blackbook Guide” has the meaning specified in the Lease.
successors and assigns.
“BNY” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its
C Notes, the Class D Notes or, if issued, the Class E Notes.
“Class” means a class of the Series 2022-2 Notes, which may be the Class A Notes, the Class B Notes, the Class
“Class A Deficiency Amount” means the Class Deficiency Amount for the Class A Notes. “ Class A Global Note”
means a Class A Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class A Notes.
“Class A Monthly Interest Amount” means, with respect to any Series 2022-2 Interest
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the
Note Register.
“Class A Notes” means any one of the Series 2022-2 Fixed Rate Rental Car Asset Backed
Notes, Class A, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1
or Exhibit A-1-2 to this Series 2022-2 Supplement.
Amount for the Class A Notes.
“Class A Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
collectively.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes,
“Class A/B/C/D Adjusted Liquid Enhancement Amount” means, as of any date of
determination, the Class A/B/C/D Liquid Enhancement Amount, as of such date, excluding from the
calculation thereof the amount available to be drawn under any Class A/B/C/D Defaulted Letter of Credit, as of such date.
“Class A/B/C/D Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Class A/B/C/D Principal Amount as of such date over (B) the Series 2022-2 Principal Collection Account Amount as of such
date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the
amount of cash on deposit in and Permitted Investments credited to the Class A/B/C/D L/C Cash Collateral Account as of such
date.
cash on deposit in and Permitted Investments credited to the Class A/B/C/D Reserve Account as of such date.
“Class A/B/C/D Available Reserve Account Amount ” means, as of any date of determination, the amount of
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a
Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form of
Annex C to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Termination Demand” means a certificate substantially in the form of Annex D to
a Class A/B/C/D Letter of Credit.
Annex B to Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D Letter
of Credit that, as of such date, an Authorized Officer of the Administrator has actual knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in accordance with its terms
or otherwise as expressly permitted in such Class A/B/C/D Letter of Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit Provider of such
Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter of Credit or such
Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof,
or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days
with respect to the Class A/B/C/D Letter of Credit Provider of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit B-
2 to this Series 2022-2 Supplement.
“Class A/B/C/D 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 Class A/B/C/D Demand Note that were deposited into the
Series 2022-2 Distribution Account and paid to the Series 2022- 2 Noteholders during the one (1) 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 III
(or any payee of HVF III) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any withdrawal
from any Class A/B/C/D L/C 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 sixty (60) consecutive days) with
respect to Hertz shall have occurred on or before such date of determination, the Class A/B/C/D 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 Class A/B/C/D 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.
and Class A/B/C/D Demand Notes) of this Series 2022-2 Supplement.
“Class A/B/C/D Demand Notice” has the meaning specified in Section 5.6(c) (Class A/B/C/D Letters of Credit
“Class A/B/C/D Disbursement” shall mean any Class A/B/C/D L/C Credit Disbursement, any Class A/B/C/D
L/C Preference Payment Disbursement, any Class A/B/C/D L/C Termination Disbursement or any Class A/B/C/D L/C Unpaid
Demand Note Disbursement under the Class A/B/C/D Letters of Credit or any combination thereof, as the context may require.
Credit and Class A/B/C/D Demand Notes) of this Series 2022-2 Supplement.
“Class A/B/C/D Downgrade Event” has the meaning specified in Section 5.8(b) (Class A/B/C/D Letters of
Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-2 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount ” has the meaning specified in Section 5.8(b) (Class A/B/C/D
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-2 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount Notice ” has the meaning specified in Section 5.8(b) (Class
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the
related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating (or the equivalent thereof)
from Moody’s and Moody’s is rating any Class of Series 2022-2 Notes at such time, then a long-term senior unsecured debt
rating (or the equivalent thereof) from Moody’s of at least “A1”, (ii) if such Person has a short-term senior unsecured debt credit
rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2022-2 Notes at such time, then a
short-term senior unsecured debt credit rating (or the equivalent thereof) from Moody’s of at least “P-1”, (iii) if such Person has
a long-term issuer default rating from Fitch and Fitch is rating any Class of Series 2022-2 Notes at such time, then a long-term
issuer default rating from Fitch of at least “A” and (iv) if such Person has a short-term issuer default rating from Fitch and Fitch
is rating any Class of Series 2022- 2 Notes at such time, then a short-term issuer default rating from Fitch of at least “F1”.
“Class A/B/C/D L/C Cash Collateral Account ” has the meaning specified in Section 4.2(a)(ii) (Series 2022-2
Accounts) of this Series 2022-2 Supplement.
respect to the Class A/B/C/D L/C Cash Collateral Account.
“Class A/B/C/D L/C Cash Collateral Account Collateral ” means the Series 2022-2 Account Collateral with
“Class A/B/C/D L/C Cash Collateral Account Surplus ” means, with respect to any Payment Date, the lesser of
(a) the Class A/B/C/D Available L/C Cash Collateral Account Amount and (b) the excess, if any, of the Class A/B/C/D Adjusted
Liquid Enhancement Amount over the Class A/B/C/D Required Liquid Enhancement Amount on such Payment Date.
“Class A/B/C/D L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such
date and the denominator of which is the Class A/B/C/D Letter of Credit Liquidity Amount as of such date.
pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of Credit
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D Letter
of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
“Class A/B/C/D L/C Termination Disbursement ” means an amount drawn under a Class A/B/C/D Letter of
Credit pursuant to a Class A/B/C/D Certificate of Termination Demand.
Letter of Credit pursuant to a Class A/B/C/D Certificate of Unpaid Demand Note Demand.
“Class A/B/C/D L/C Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B/C/D
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form of Exhibit F
to this Series 2022-2 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit Provider in favor of the Trustee for the
benefit of the Series 2022-2 Noteholders or (ii) if issued after the Series 2022-2 Closing Date and not substantially in the form of
Exhibit F to this Series 2022-2 Supplement, that satisfies the Series 2022-2 Rating Agency Condition.
the aggregate amount available to be drawn as of such date under the Class A/
“Class A/B/C/D Letter of Credit Amount ” means, as of any date of determination, the lesser of (a) the sum of (i)
B/C/D Letters of Credit, as specified therein, and (ii) if the Class A/B/C/D L/C Cash Collateral Account has been established and
funded pursuant to Section 4.2(a)(ii) (Series 2022-2 Accounts), the Class A/B/C/D Available L/C Cash Collateral Account
Amount as of such date and (b) the aggregate undrawn principal amount of the Class A/B/C/D Demand Note as of such date.
“Class A/B/C/D Letter of Credit Expiration Date” means, with respect to any Class A/B/C/D Letter of Credit,
the expiration date set forth in such Class A/B/C/D Letter of Credit, as such date may be extended in accordance with the terms
of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of Credit, as specified therein, and (b)
if a Class A/B/C/D L/C Cash Collateral Account has been established pursuant to Section 4.2(a)(ii) (Series 2022-2 Accounts),
the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date.
Credit.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of
“Class A/B/C/D Liquid Enhancement Amount” means, as of any date of determination, the
sum of (a) the Class A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account Amount as
of such date.
Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount as of such date.
“Class A/B/C/D Liquid Enhancement Deficiency ” means, as of any date of determination, the Class A/B/C/D
“Class A/B/C/D Notes” means the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes,
collectively.
Credit.
“Class A/B/C/D Notice of Reduction” means a notice in the form of Annex E to a Class A/B/C/D Letter of
“Class A/B/C/D Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal Amount, in each case, as of
such date.
“Class A/B/C/D Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the
Class A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2022- 2 Asset Amount on such date; provided,
however, the Class A/B/C/D 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 by it under the Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount
on such date over (y) the sum of (1) the Series 2022-2 Asset Amount on such date and (2) the lesser of (a) the Class A/B/C/D
Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid Enhancement Amount on such date.
“Class A/B/C Purchase Agreement ” means the Purchase Agreement in respect of the Class A/B/C Notes, dated
January 11, 2022, by and among HVF III, Hertz and RBC Capital Markets, LLC, BNP Paribas Securities Corp., J.P. Morgan
Securities LLC and Mizuho Securities USA LLC, as initial purchasers of the Class A/B/C Notes.
“Class A/B/C/D Required Liquid Enhancement Amount ” means, as of any date of determination, an amount
equal to the product of (a) 1.75% and (b) the Class A/B/C/D Adjusted Principal Amount as of such date.
“Class A/B/C/D Required Reserve Account Amount ” means, with respect to any date of determination, an
amount equal to the greater of:
(a) the excess, if any, of
(i) the Class A/B/C/D Required Liquid Enhancement Amount over
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of such date,
excluding from the calculation of such excess the amount available to be drawn under any Class
A/B/C/D Defaulted Letter of Credit as of such date, and:
(b) the excess, if any, of:
(i) the Series 2022-2 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class
A/B/C/D Available Reserve Account Amount) over
(ii) the Series 2022-2 Asset Amount, in each case as of such date.
this Series 2022-2 Supplement.
“Class A/B/C/D Reserve Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-2 Accounts) of
Class A/B/C/D Reserve Account.
“Class A/B/C/D Reserve Account Collateral ” means the Series 2022-2 Account Collateral with respect to the
“Class A/B/C/D Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if
any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class A/B/C/D Available Reserve Account
Amount for such date.
“Class A/B/C/D Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Section 5.5(a)
(Class A/B/C/D Reserve Account Withdrawals) of this Series 2022-2 Supplement.
“Class A/B/C/D Reserve Account Surplus ” means, as of any date of determination, the excess, if any, of the
Class A/B/C/D Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date) over the Class A/B/C/D Required Reserve Account Amount, in each case, as of such date.
“Class B Deficiency Amount” means the Class Deficiency Amount for the Class B Notes. “ Class B Global
Note” means a Class B Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class B Notes.
“Class B Monthly Interest Amount” means, with respect to any Series 2022-2 Interest
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the
Note Register.
“Class B Notes” means any one of the Series 2022-2 Fixed Rate Rental Car Asset Backed
Notes, Class B, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1
or Exhibit A-2-2 to this Series 2022-2 Supplement.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class B Notes.
“Class C Deficiency Amount” means the Class Deficiency Amount for the Class C Notes.
“Class C Global Note” means a Class C Note that is a Regulation S Global Note or a 144A Global Note.
Period, an amount equal to the Class Interest Amount for the Class C Notes.
“Class C Monthly Interest Amount” means, with respect to any Series 2022-2 Interest
Note Register.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the
“Class C Notes” means any one of the Series 2022-2 Fixed Rate Rental Car Asset Backed
Notes, Class C, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1
or Exhibit A-3-2 to this Series 2022-2 Supplement.
Amount of the Class C Notes.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
“Class Carryover Controlled Amortization Amount ” means, with respect to any Payment Date during the Series
2022-2 Controlled Amortization Period and any Class of Series 2022-2 Notes, the amount, if any, by which the amount paid to
the Noteholders of such Class pursuant to Section 5.4(c) (Application of Funds in the Series 2022-2 Principal Collection
Account) on the previous Payment Date was less than the Class Controlled Distribution Amount for the previous Payment Date
for such Class.
“Class Controlled Amortization Amount ” means, (i) with respect to the first Payment Date during the Series
2022-2 Controlled Amortization Period, for each Class, zero and (ii) with respect to any other Payment Date during the Series
2022-2 Controlled Amortization Period, for each Class, one-sixth of the Class Initial Principal Amount of such Class.
“Class Controlled Distribution Amount” means, with respect to any Payment Date and any Class of Series 2022-
2 Notes during the Series 2022-2 Controlled Amortization Period, an amount equal to the sum of the Class Controlled
Amortization Amount for such Class and such Payment Date and any Class Carryover Controlled Amortization Amount for such
Class and such Payment Date.
Supplement.
“Class D Amendments” has the meaning specified in the Preamble to this Series 2022-2
“Class D Deficiency Amount” means the Class Deficiency Amount for the Class D Notes. “ Class D Global Note”
means a Class D Note that is a Regulation S Global Note or a 144A
Period, an amount equal to the Class Interest Amount for the Class D Notes.
“Class D Monthly Interest Amount” means, with respect to any Series 2022-2 Interest
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the
Note Register.
“Class D Notes” means any one of the Series 2022-2 Fixed Rate Rental Car Asset Backed
Notes, Class D, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1
or Exhibit A-4-2 to this Series 2022-2 Supplement.
“Class D Principal Amount” means the Class Principal Amount of the Class D Notes. “Class D Purchase
Agreement” means the Purchase Agreement in respect of the Original
Class D 144A Global Note, dated January 11, 2022, by and between HVF III and the Initial Class D Note
Purchaser.
Supplement.
“Class D Regulation S Global Note” has the meaning specified in the Preamble of this Series 2022-2
“Class D Subsequent Initial Purchasers” means Deutsche Bank Securities Inc. and Barclays Capital Inc.
“Class D Subsequent Issuance Date” means September 6, 2023.
“Class D Subsequent Purchase Agreement” means the Purchase Agreement in respect of the Original Class D 144A
Global Note, dated August 25, 2023, by and among HVF III, the Initial Class D Note Purchaser and the Class D Subsequent Initial
Purchasers.
“Class Deficiency Amount” has the meaning specified in Section 3.1 (Interest) of this Series 2022-2
Supplement.
“Class E Adjusted Asset Coverage Threshold Amount ” will have the meaning set forth in an amendment to this
Series 2022-2 Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-2
Supplement.
“Class E Initial Principal Amount” will have the meaning set forth in an amendment to this Series 2022-2
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-2 Supplement.
“Class E Monthly Interest Amount ” will have the meaning set forth in an amendment to this Series 2022-2
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-2 Supplement.
“Class E Note Rate” will have the meaning set forth in an amendment to this Series 2022- 2 Supplement entered
into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022- 2 Supplement.
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the “ Class E Notes” has the
meaning specified in the Preamble to this Series 2022-2
“Class E Notes Closing Date” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2022-2 Supplement.
“Class E Principal Amount” will have the meaning set forth in an amendment to this Series 2022-2 Supplement
entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-2 Supplement.
“Class Initial Principal Amount” means, for each Class of the Series 2022-2 Notes, the amount set forth in the
following table:
Class
Initial Principal Amount
A
$525,000,000
B
$60,000,000
C
$67,500,000
D
$97,500,000
“Class Interest Amount” means, for each Class of Notes for any Series 2022-2 Interest Period (a) with respect to
the initial Series 2022-2 Interest Period, an amount equal to the product of (i) the applicable Note Rate for such Class, (ii) the
Class Initial Principal Amount for such Class, and (iii) 36/360, and (b) with respect to each Series 2022-2 Interest Period
thereafter, an amount equal to sum of (i) the product of (A) one-twelfth of the applicable Note Rate for such Class, and (B) the
Class Principal Amount for such Class as of the first day of such Series 2022-2 Interest Period, after giving effect to any
principal payments made on such date, plus (ii) the aggregate amount of any unpaid Class Deficiency Amounts for such Class,
after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class
Deficiency Amounts at the applicable Note Rate for such Class).
“Class Principal Amount” means, when used with respect to Class and any date, an amount equal to (a) the Class
Initial Principal Amount with respect to such Class minus (b) the sum of the amount of principal payments made to the
Noteholders of such Class on or prior to such date minus (c) the principal amount of any Series 2022-2 Notes of such Class that
have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Series 2022-2
Note was issued on or prior to such date.
“Confidential Information” means information that Hertz or any Affiliate thereof (or any successor to any such
Person in any capacity) furnishes to a Noteholder or a Note Owner, but does not include any such information (i) that is or
becomes generally available to the public other than as a result of a disclosure by a Noteholder or a Note Owner or other Person
to which a Noteholder or a Note Owner delivered such information, (ii) that was in the possession of a Noteholder or a Note
Owner prior to its being furnished to such Noteholder or Note Owner by Hertz or any Affiliate thereof; provided that, there
exists no obligation of any such Person to keep such information confidential, or (iii) that is or becomes available to a
Noteholder or a Note Owner from a source other than Hertz or an Affiliate thereof; provided that, such source is not (1) known,
or would not reasonably be expected to be known, to a Noteholder or a Note Owner to be bound by a confidentiality agreement
with Hertz or any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be expected to be known, to a
Noteholder or a Note Owner to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary
obligation.
“Controlling Person” means a Person (other than a Benefit Plan) that has discretionary authority or control with
respect to the assets of HVF III or that provides investment advice for a fee (direct or indirect) with respect to such assets (or an
“affiliate” of such a Person (as defined in the Plan Assets Regulation)).
“Determination Date” means the date five (5) Business Days prior to each Payment Date. “ Disposition
Proceeds” means, with respect to each Non-Program Vehicle, the net proceeds from the sale or disposition of
such Non-Program Vehicle to any Person (other than any portion of such proceeds payable by the Lessee thereof
pursuant to the Lease).
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
“Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of
any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
"Expected Final Payment Date” means, with respect to the Series 2022-2 Notes, the Payment Date in June 2027.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or
regulatory legislation, rules, guidelines or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.
“Final Base Rent” has the meaning specified in the Lease.
“First Amendment to the Series 2022-2 Supplement ” has the meaning specified in the Preamble to this Series
2022-2 Supplement.
Notes and the Class D Global Notes that are Regulation S Global Notes or 144A Global Notes.
“Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes, the Class C Global
“Initial Class D Note Purchaser” means The Hertz Corporation, in its capacity as the initial purchaser of the Class D
Notes pursuant to the Class D Purchase Agreement.
of this Series 2022-2 Supplement.
“Lease Payment Deficit Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee )
“Legal Final Payment Date” means, with respect to the Series 2022-2 Notes, the Payment Date in June 2028.
“Majority Series 2022-2 Controlling Class” means (i) for so long as the Class A Notes are outstanding, Class A
Noteholders holding more than 50% of the principal amount of the Class A Notes, (ii) if no Class A Notes are outstanding, Class
B Noteholders holding more than 50% of the principal amount of the Class B Notes, (iii) if no Class A Notes or Class B Notes
are outstanding, Class C Noteholders holding more than 50% of the principal amount of the Class C Notes, (iv) if no Class A
Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of the principal amount of
the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding and (y) Class
E Notes have been issued and are outstanding, Class E Noteholders holding more than 50% of the principal amount of the Class
E Notes.
“Majority Series 2022-2 Noteholders” means Series 2022-2 Noteholders holding more than 50% of the Series
2022-2 Principal Amount (excluding any other Series 2022-2 Notes held by HVF III or any Affiliate of HVF III (other than
Series 2022-2 Notes held by an Affiliate Issuer)). The Majority Series 2022-2 Noteholders shall be the “Required Series
Noteholders” with respect to the Series 2022-2 Notes.
commencement of the Series 2022-2 Controlled Amortization Period.
“Make-Whole End Date” means, with respect to the Series 2022-2 Notes, the date that is six months prior to the
“Make-Whole Premium” means, with respect to any Class A/B/C/D Note on its related Redemption Date, (a) for
any Redemption Date occurring prior to the Make-Whole End Date the present value on such Redemption Date of all required
remaining scheduled interest payments due on such Class A/B/C/D Note on each Payment Date occurring prior to the Make-
Whole End Date (excluding accrued and unpaid interest through such Redemption Date), computed using a discount rate equal
to the Treasury Rate plus 0.25%, as calculated by HVF III (or by the HVF III’s designee) and (b) for any Redemption Date after
the Make-Whole End Date, zero.
“Monthly Blackbook Mark” has the meaning specified in the Lease. “ Monthly NADA
Mark” has the meaning specified in the Lease.
“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.
“Net Book Value ” has the meaning specified in the Lease.
“Note Owner” means with respect to any Global Note, any Person who is a beneficial owner of an interest in
such 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).
“Note Rate” means, with respect to each Class of Series 2022-2 Notes issued on the Series 2022-2 Closing Date,
the rate set forth in the following table:
Class
Note Rate
A
2.33%
B
2.65%
C
2.95%
D
5.16%
“Original Class D 144A Global Note ” has the meaning specified in the Preamble to this Series 2022-2
Supplement.
“Outstanding” means with respect to the Series 2022-2 Notes (or any Class of Series 2022- 2 Notes), all Series
2022-2 Notes (or Series 2022-2 Notes of a particular Class, as applicable) theretofore authenticated and delivered under the Base
Indenture and this Series 2022-2 Supplement, except (a) Series 2022-2 Notes theretofore cancelled or delivered to the Registrar
for cancellation, (b) Series 2022-2 Notes that have not been presented for payment but funds for the payment of which are on
deposit in the Series 2022-2 Distribution Account and are available for payment in full of such Series 2022-2 Notes, and Series
2022-2 Notes that are considered paid pursuant to Section 8.1 (Payment of Notes) of the Base Indenture, and (c) Series 2022-2
Notes in exchange for or in lieu of other Series 2022-2 Notes that have been authenticated and delivered pursuant to the Base
Indenture unless proof satisfactory to the Trustee is presented that any such Series 2022-2 Notes are held by a purchaser for
value.
“Past Due Rent Payment” means, with respect to any Series 2022-2 Lease Payment Deficit and any Lessee, any
payment of Base Rent, Monthly Variable Rent or other amounts payable by such Lessee under the Lease with respect to which
such Series 2022-2 Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the
occurrence of such Series 2022-2 Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series
2022-2 Lease Payment Deficit.
5.7 (Past Due Rental Payments) of this Series 2022-2 Supplement.
“Past Due Rental Payments Priorities” means the priorities of payments set forth in Section
instruments in bearer or registered in book-entry form which evidence:
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by
(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 and “A-1+” by S&P 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+” and a
credit rating from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits,
or a rating from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in
the case of long-term unsecured obligations;
(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+” and a rating from
Moody’s of “P-1”;
(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 and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”;
(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 commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s; and
(viii) any other instruments or securities, if each Rating Agency then rating any outstanding Class of
Series 2022-2 Notes at the request of HVF III will not have advised in writing that the
investment in such instruments or securities will result in the reduction or withdrawal of its then-
current rating of such outstanding Class of Series 2022-2 Notes;
provided that for so long as Fitch is rating any Class of Series 2022-2 Notes, (x) any investment in a money market fund rated by
Fitch will only be a Permitted Investment if such money market fund has a rating of “AAAmmf” from Fitch, (y) any investment
in commercial paper will only be a Permitted Investment if such commercial paper has (at the earlier of the time of the
investment and the time of the contractual commitment to invest therein) a rating of “F1” from Fitch, and (z) any other Permitted
Investment (other than those described clause (i) above) will only be a Permitted Investment if the institution issuing such
Permitted Investment has a long-term issuer default rating of at least “A” by Fitch and a short-term issuer default rating of “F1”
by Fitch.
“Plan Assets Regulation ” means United States Department of Labor Regulation Section 2510.3-101, as
modified by Section 3(42) of ERISA.
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D Demand Note
and distributed to the Series 2022-2 Noteholders in respect of amounts owing under the Series 2022-2 Notes that is recoverable
or that has been recovered (and not subsequently repaid)
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.
“Pro Rata Share” means, with respect to each Class A/B/C/D Letter of Credit issued by any Class A/B/C/D
Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount
under such Class A/B/C/D Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all
Class A/B/C/D Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect
to any Class A/B/C/D Letter of Credit Provider as of any date, if the related Class A/B/C/D Letter of Credit Provider has not
complied with its obligation to pay the Trustee the amount of any draw under such Class A/B/C/D Letter of Credit made prior to
such date, the available amount under such Class A/B/C/D 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 Class A/B/C/D Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Class
A/B/C/D Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Class A/B/C/D
Letters of Credit).
2022-2 Supplement.
“Proposed Class E Notes” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2022-2 Supplement.
“QIB” has the meaning specified in Section 2.1(c) (Issuance—Form of the Class A/B/C/D Notes) of this Series
“Rating Agencies” means (a) with respect to the Class A Notes, Class B Notes and the Class C Notes, Fitch and
Moody’s, (b) with respect to the Class D Notes, Moody’s, and (c) with respect to any Class of Series 2022-2 Notes, any other
nationally recognized rating agency rating the Series 2022-2 Notes at the request of HVF III; provided, that if at any time any
nationally recognized rating agency shall cease to rate any Class of Series 2022-2 Notes, such rating agency shall be deemed not
to be a Rating Agency with respect to such Class of Series 2022-2 Notes for so long as such rating agency continues not to rate
such Class of Series 2022-2 Notes.
Record Date with respect to the initial Payment Date shall be the Series 2022-2 Closing Date.
“Record Date” means, with respect to any Payment Date, the last day of the Related Month; provided that the
Notes) of this Series 2022-2 Supplement.
“Redemption Date” has the meaning specified in Section 9.1(a) (Optional Redemption of the Series 2022-2
“Re-issued Class D 144A Global Note ” has the meaning specified in the Preamble of this Series 2022-2
Supplement.
“Regulation S” means Regulation S promulgated under the Securities Act.
Notes) of this Series 2022-2 Supplement.
“Regulation S Global Notes” has the meaning specified in Section 2.1(f) (Issuance— Regulation S Global
calendar month and (ii) with respect to any other date, the calendar month in which such date occurs.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination,
(a) if such Person has both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a senior unsecured rating by Fitch and
a long term issuer default rating by Fitch as of such date, then such rating of such Person as of such date; provided that if such
Person does not have any of such ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such
Person as of such date.
“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such Person
has both a long term senior unsecured rating by Moody’s and a long term corporate family rating by Moody’s as of such date,
then the higher of such two ratings as of such date, and
(b) if such Person has only one of a long term senior unsecured rating by Moody’s and a long term corporate family rating by
Moody’s as of such date, then such rating of such Person as of such date; provided that if such Person does not have any of such
ratings as of such date, then there shall be no Relevant Moody’s Rating with respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with
respect to Fitch, the Relevant Fitch Rating with respect to such Person
as of such date and (c) with respect to S&P, the Relevant S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term local
issuer rating by S&P of such Person as of such date; provided that if such Person does not have a long term local issuer rating by
S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.
“Restatement Date Class D Notes” has the meaning specified in the Preamble of this Series 2022-2 Supplement.
“Restricted Notes” means the Global Notes and all other Series 2022-2 Notes evidencing the obligations, or any
portion of the obligations, initially evidenced by the Global Notes, other than certificates transferred or exchanged upon
certification as provided in Article II of this Series 2022-2 Supplement.
“Rule 144A” means Rule 144A promulgated under the Securities Act. “SEC” means the U.S.
Securities and Exchange Commission.
Series 2022-2 Supplement.
“Securities Intermediary” has the meaning specified in Section 4.3(a) (Trustee as Securities Intermediary) of this
“Senior Class of Series 2022-2 Notes” means (a) with respect to the Class B Notes, the Class A Notes, (b) with
respect to the Class C Notes, the Class A Notes and the Class B Notes, (c) with respect to the Class D Notes, the Class A Notes,
the Class B Notes and the Class C Notes and (d) with respect to the Class E Notes (if issued), the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes.
“Senior Interest Waterfall Shortfall Amount” means, with respect to any Payment Date, the excess, if any, of (a)
the sum of the amounts payable (without taking into account availability of funds) pursuant to Sections 5.3(a) through (h)
(Application of Funds in the Series 2022-2 Interest Collection Account ) on such Payment Date over (b) the sum of (i) the Series
2022-2 Payment Date Available Interest Amount with respect to the Series 2022-2 Interest Period ending on such Payment Date
and (ii) the aggregate amount of all deposits into the Series 2022-2 Interest Collection Account with proceeds of the Class
A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each Class A/B/C/D Letter of Credit and each Class A/B/C/D
L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that the amount
calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from the Series 2022-2 Principal Collection Account for deposit into the Series 2022-2 Interest Collection Account
on such Payment Date.
“Series 2022-2 Account Collateral ” has the meaning specified in Section 4.1 (Granting Clause) of this Series
2022-2 Supplement.
“Series 2022-2 Accounts ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-2 Accounts) of this
Series 2022-2 Supplement.
“Series 2022-2 Accrued Amounts ” means, on any date of determination, the sum of the amounts payable
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (l) (Application of Funds in the Series
2022-2 Interest Collection Account) that have accrued and remain unpaid as of such date. The Series 2022-2 Accrued Amounts
shall be the “Accrued Amounts” with respect to the Series 2022-2 Notes.
“Series 2022-2 Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the greater
of (x) the greater of (a) the excess, if any, of (i) the Series 2022-2 Asset Coverage Threshold Amount over (ii) the sum of (A) the
Class A/B/C/D Letter of Credit Amount and (B) the Class A/B/C/D Available Reserve Account Amount and (b) the Class
A/B/C/D Adjusted Principal Amount, in each case, as of such date and (y) the Class E Adjusted Asset Coverage Threshold
Amount as of such date. The Series 2022-2 Adjusted Asset Coverage Threshold Amount shall be the “Asset Coverage Threshold
Amount” with respect to the Series 2022-2 Notes.
“Series 2022-2 Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Series 2022-2 Principal Amount as of such date over (B) the Series 2022-2 Principal Collection Account Amount as of such
date. The Series 2022-2 Adjusted Principal Amount shall be the “Series Adjusted Principal Amount” with respect to the Series
2022-2 Notes.
“Series 2022-2 Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the
Series 2022-2 Percentage of fees payable to the Administrator pursuant to the Administration Agreement on such Payment Date.
“Series 2022-2 Asset Amount ” means, as of any date of determination, the product of (i) the Series 2022-2
Floating Allocation Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.
“Series 2022-2 Asset Coverage Threshold Amount ” means, as of any date of determination, the Class A/B/C/D
Adjusted Principal Amount divided by the Series 2022-2 Blended Advance Rate, in each case as of such date.
“Series 2022-2 Blended Advance Rate ” means as of any date of determination, the lesser of the Series 2022-2
Moody’s Blended Advance Rate as of such date and 88.95%.
“Series 2022-2 Capped Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the lesser of (i) the Series 2022-2 Administrator Fee Amount with respect to such Payment Date and (ii) $600,000.
“Series 2022-2 Capped Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i)
the Series 2022-2 Operating Expense Amount, with respect to such Payment Date and
(ii) the excess, if any, of (x) $600,000 over (y) the sum of the Series 2022-2 Administrator Fee Amount and the Series 2022-2
Trustee Fee Amount, in each case with respect to such Payment Date.
“Series 2022-2 Capped Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
lesser of (i) the Series 2022-2 Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $600,000
over the Series 2022-2 Administrator Fee Amount with respect to such Payment Date.
“Series 2022-2 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Carrying
Charges):
III to:
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by HVF
(a) the Trustee (other than Series 2022-2 Trustee Fee Amounts),
(b) the Administrator (other than Series 2022-2 Administrator Fee Amounts),
(c) the Back-Up Disposition Agent, or
in each case under and in accordance with such Series 2022-2 Related Document, plus
(c) any other party to a Series 2022-2 Related Document,
(ii) any other operating expenses of HVF III that have been invoiced as of such date and are then payable by
HVF III relating the Series 2022-2 Notes.
“Series 2022-2 Closing Date ” means January 19, 2022.
2022-2 Account Collateral with respect to each Series 2022-2 Account and each Class A/B/C/D Demand Note.
“Series 2022-2 Collateral” means the Indenture Collateral, each Class A/B/C/D Letter of Credit, the Series
“Series 2022-2 Controlled Amortization Period ” means the period commencing upon the close of business on
November 30, 2026 (or, if such day is not a Business Day, the Business Day immediately preceding such day), and, in each case,
continuing to the earliest of (i) the commencement of the Series 2022-2 Rapid Amortization Period, (ii) the date on which the
Series 2022-2 Notes are fully paid and (iii) the termination of this Series 2022-2 Supplement.
“Series 2022-2 Daily Interest Allocation ” means, on each Series 2022-2 Deposit Date, the Series 2022-2
Invested Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on
such date.
“Series 2022-2 Daily Principal Allocation ” means, on each Series 2022-2 Deposit Date, an amount equal to the
Series 2022-2 Invested Percentage (as of such date) of the aggregate amount of Principal Collections deposited into the
Collection Account on such date.
“Series 2022-2 Deposit Date ” means each Business Day on which any Collections are deposited into the
Collection Account.
“Series 2022-2 Disposed Vehicle Threshold Number ” means (a) for any Determination Date on which the sum
of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is greater than or equal to $6,000,000,000, 13,500 vehicles, (b) for any Determination Date on which the
sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles and (c) for any
Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.
“Series 2022-2 Distribution Account ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-2 Accounts)
of this Series 2022-2 Supplement.
“Series 2022-2 Excess Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the excess, if any, of (i) the Series 2022-2 Administrator Fee Amount with respect to such Payment Date over (ii) the Series
2022-2 Capped Administrator Fee Amount with respect to such Payment Date.
“Series 2022-2 Excess Operating Expense Amount ” means, with respect to any Payment Date the excess, if any,
of (i) the Series 2022-2 Operating Expense Amount with respect to such Payment Date over (ii) the Series 2022-2 Capped
Operating Expense Amount with respect to such Payment Date.
“Series 2022-2 Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
excess, if any, of (i) the Series 2022-2 Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2022-2
Capped Trustee Fee Amount with respect to such Payment Date.
“Series 2022-2 Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus
the lower of (x) the lowest Series 2022-2 Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination
Date (including such date of determination) within the preceding twelve (12) calendar months (or such fewer number of months
as have elapsed since the Series 2022-2 Closing Date) and (y) the lowest Series 2022-2 Market Value Average as of any
Determination Date within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since
the Series 2022-2 Closing Date).
“Series 2022-2 Floating Allocation Percentage ” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2022-2 Adjusted Asset Coverage Threshold Amount as of such date and the
denominator of which is the Aggregate Asset Coverage Threshold Amount as of such date.
“Series 2022-2 Interest Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-2
Accounts) of this Series 2022-2 Supplement.
“Series 2022-2 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 2022-2 Interest
Period shall commenced on and included the Series 2022-2 Closing Date and ended on and included February 25, 2022.
“Series 2022-2 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,
(i) the numerator of which shall be equal to:
(x) during the Series 2022-2 Revolving Period, the Series 2022-2 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the immediately preceding Related
Month (or, until the end of the initial Related Month after the Series 2022-2 Closing Date, on the Series
2022-2 Closing Date),
(y) during any Series 2022-2 Controlled Amortization Period and the Series 2022-2 Rapid
Amortization Period, but prior to the first date on which an Amortization Event has been declared or has
automatically occurred with respect to all Series of Notes, the Series 2022-2 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the Series 2022-2 Revolving Period, and
(z) on and after the first date on which an Amortization Event has been declared or
automatically occurred with respect to all Series of Notes, the Series 2022-2 Adjusted Asset Coverage
Threshold Amount as of the close of business on the day immediately prior to such first date on which
an Amortization Event has been declared or automatically occurred with respect to all Series of Notes,
and
(ii) the denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the
same date used to determine the numerator in clause (i); provided that, if the principal amount of any other
Series of Notes shall have been reduced to zero on any date after the date used to determine the numerator in
clause (i)(z), then the Asset Coverage Threshold Amount with respect to such Series of Notes shall be excluded
from the calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date
of determination following the date on which the principal amount of such other Series of Notes shall have been
reduced to zero;
(b) when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of
which shall be the Series 2022-2 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.
Notwithstanding the foregoing and for the avoidance of doubt, on any date of determination after the date on
which the Series 2022-2 Principal Amount shall have been reduced to zero, the Series 2022-2 Invested Percentage shall equal
zero.
“Series 2022-2 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 that pursuant to Section 5.2(a) (Collections Account) would have been
deposited into the Series 2022-2 Interest Collection Account if all payments of Monthly Variable Rent required to have been
made under the Lease from but excluding the preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Interest Collections that pursuant to Section 5.2(a) (Collections Account) have been received
for deposit into the Series 2022-2 Interest Collection Account from but excluding the preceding Payment Date to and including
such Payment Date.
“Series 2022-2 Lease Payment Deficit ” means either a Series 2022-2 Lease Interest Payment Deficit or a Series
2022-2 Lease Principal Payment Deficit.
for any other Payment Date, the excess, if any, of (x) the Series 2022-2 Lease
“Series 2022-2 Lease Principal Payment Carryover Deficit ” means (a) for the initial Payment Date, zero and (b)
Principal Payment Deficit, if any, on the preceding Payment Date over (y) all amounts deposited into the Series 2022-2 Principal
Collection Account on or prior to such Payment Date on account of such Series 2022-2 Lease Principal Payment Deficit.
“Series 2022-2 Lease Principal Payment Deficit ” means on any Payment Date the sum of
(a) the Series 2022-2 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2022-2 Lease Principal
Payment Carryover Deficit for such Payment Date.
“Series 2022-2 Liquidation Event ” means, so long as such event or condition continues:
(a) any Amortization Event with respect to the Series 2022-2 Notes described in clauses (a) through (d) of
Section 7.1 (Amortization Events) of this Series 2022-2 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein);
(b) any Amortization Event with respect to the Series 2022-2 Notes described in clauses (e) through (g) of
Section 7.1 (Amortization Events) of this Series 2022-2 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein) after declaration thereof by the Majority Series 2022-
2 Controlling Class; or
(c) any Amortization Event specified in clauses (a) or (b) of Article IX of the Base Indenture after declaration
thereof by the Majority Series 2022-2 Controlling Class.
Each Series 2022-2 Liquidation Event shall be a “Limited Liquidation Event of Default” with respect to the
Series 2022-2 Notes.
“Series 2022-2 Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage
set forth opposite such Manufacturer in such table; provided that the Manufacturer Limit for Tesla may be increased by an
amount not to exceed 15.00% subject to satisfaction of the Rating Agency Condition.
Manufacturer
Manufacturer Limit
Audi
12.50%
BMW
12.50%
Chrysler
55.00%
Fiat
12.50%
Ford
55.00%
GM
55.00%
Honda
55.00%
Hyundai
55.00%
Jaguar
12.50%
Kia
55.00%
Land Rover
12.50%
Lexus
12.50%
Mazda
35.00%
Mercedes
12.50%
Nissan
55.00%
Subaru
12.50%
Tesla
25.00%
Toyota
55.00%
Volkswagen
55.00%
Volvo
35.00%
Hyundai & Kia Combined
55.00%
Chrysler & Fiat Combined
55.00%
Volkswagen & Audi Combined
55.00%
Any other individual Manufacturer
10.00%
“Series 2022-2 Market Value Average ” means, as of any date of determination, the percentage equivalent (not
to exceed 100% for purposes of determining additional enhancement) of a fraction, the numerator of which is the average of the
Series 2022-2 Non-Program Fleet Market Value as of the three (3) preceding Determination Dates and the denominator of
which is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three (3) preceding Determination
Dates.
“Series 2022-2 Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, an amount equal to the product of (a) the Series 2022-2 Manufacturer Percentage for such Manufacturer and (b)
the Aggregate Asset Amount as of such date.
“Series 2022-2 Measurement Month ” on any Determination Date, means each complete calendar month, or the
smallest number of consecutive complete calendar months preceding such Determination Date, in which at least the Series 2022-
2 Disposed Vehicle Threshold Number of vehicles were sold to unaffiliated third parties ( provided that, HVF III, in its sole
discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Series 2022-2
Measurement Month shall be included in any other Series 2022-2 Measurement Month.
“Series 2022-2 Medium-Duty Truck Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle that is a medium-duty truck for which the Disposition Date has not occurred as of
such date.
“Series 2022-2 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 that pursuant to Section 5.2(b) (Collections Allocation) would
have been deposited into the Series 2022-2 Principal Collection Account if all payments required to have been made under the
Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the
aggregate amount of Principal Collections that pursuant to Section 5.2(b) (Collections Allocation) have been received for deposit
into the Series 2022-2 Principal Collection Account from but excluding the preceding Payment Date to and including such
Payment Date.
“Series 2022-2 Moody’s AAA Components ” means each of:
(i) the Series 2022-2 Moody’s Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2022-2 Moody’s Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2022-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2022-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2022-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2022-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2022-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2022-2 Moody’s Remainder AAA Amount.
“Series 2022-2 Moody’s AAA Select Component ” means each Series 2022-2 Moody’s AAA Component other
than the Due and Unpaid Lease Payment Amount.
“Series 2022-2 Moody’s Adjusted Advance Rate ” means, as of any date of determination, with respect to any
Series 2022-2 Moody’s AAA Select Component, a percentage equal to the greater of:
(a)
(i) the Series 2022-2 Moody’s Baseline Advance Rate with respect to such Series 2022-2 Moody’s
AAA Select Component as of such date, minus
(ii) the Series 2022-2 Moody’s Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2022-2 Moody’s AAA Select Component, minus
(iii) the Series 2022-2 Moody’s MTM/DT Advance Rate Adjustment as of such date, if any, with
respect to such Series 2022-2 Moody’s AAA Select Component; and
(b) zero.
“Series 2022-2 Moody’s Baseline Advance Rate ” means, with respect to each Series 2022- 2 Moody’s AAA
Select Component, the percentage set forth opposite such Series 2022-2 Moody’s AAA Select Component in the following
table:
Series 2022-2 Moody’s AAA Select Component
Series 2022-2 Moody’s Baseline
Advance Rate
Series 2022-2 Moody’s Eligible Investment Grade Program Vehicle
Amount
Series 2022-2 Moody’s Eligible Investment Grade Program Receivable
Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade Program Vehicle
Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2022-2 Moody’s Eligible Investment Grade Non-Program Vehicle
Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount
Series 2022-2 Medium-Duty Truck Amount
Cash Amount
Series 2022-2 Moody’s Remainder AAA Amount
95.00%
95.00%
92.00%
92.00%
0.00%
85.00%
85.00%
65.00%
100.00%
0.00%
“Series 2022-2 Moody’s Blended Advance Rate ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2022-2 Moody’s Blended Advance Rate Weighting Numerator and
the denominator of which is the Series 2022-2 Moody’s Blended Advance Rate Weighting Denominator, in each case as of such
date.
“Series 2022-2 Moody’s Blended Advance Rate Weighting Denominator ” means, as of any date of
determination, an amount equal to the sum of each Series 2022-2 Moody’s AAA Select Component, in each case as of such date.
“Series 2022-2 Moody’s Blended Advance Rate Weighting Numerator ” means, as of any date of determination,
an amount equal to the sum of an amount with respect to each Series 2022-2 Moody’s AAA Select Component equal to the
product of such Series 2022-2 Moody’s AAA Select Component and the Series 2022-2 Moody’s Adjusted Advance Rate with
respect to such Series 2022-2 Moody’s AAA Select Component, in each case as of such date.
“Series 2022-2 Moody’s Concentration Adjusted Advance Rate ” means as of any date of
(i) with respect to the Series 2022-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount, the
excess, if any, of the Series 2022-2 Moody’s Baseline Advance Rate with respect to such Series 2022-2 Moody’s Eligible
Investment Grade Non-Program Vehicle Amount over the Series 2022-2 Moody’s Concentration Excess Advance Rate
Adjustment with respect to such Series 2022-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount, in each
case as of such date, and
(ii) with respect to the Series 2022-2 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2022-2 Moody’s Baseline Advance Rate with respect to such Series 2022-2 Moody’s
Eligible Non-Investment Grade Non-Program Vehicle Amount over the Series 2022-2 Moody’s Concentration Excess
Advance Rate Adjustment with respect to such Series 2022-2 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount, in each case as of such date.
“Series 2022-2 Moody’s Concentration Excess Advance Rate Adjustment ” means, with respect to any Series
2022-2 Moody’s AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a
fraction, the numerator of which is (I) the product of (A) the portion of the Series 2022-2 Moody’s Concentration Excess
Amount, if any, allocated to such Series 2022-2 Moody’s AAA Select Component by HVF III and (B) the Series 2022-2
Moody’s Baseline Advance Rate with respect to such Series 2022-2 Moody’s AAA Select Component, and the denominator of
which is (II) such Series 2022-2 Moody’s AAA Select Component, in each case as of such date, and (b) the Series 2022- 2
Moody’s Baseline Advance Rate with respect to such Series 2022-2 Moody’s AAA Component; provided that, the portion of the
Series 2022-2 Moody’s Concentration Excess Amount allocated pursuant to the preceding clause (a)(I)(A) shall not exceed the
portion of such Series 2022-2 Moody’s AAA Select Component that was included in determining whether such Series 2022-2
Moody’s Concentration Excess Amount exists.
“Series 2022-2 Moody’s Concentration Excess Amount ” means, as of any date of determination, the sum of (i)
the Series 2022-2 Moody’s Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if
any, (ii) the Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series
2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2022-2 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of
calculating this definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2022-2
Moody’s Eligible Manufacturer Receivables, in each case, included in the Series 2022-2 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-2 Moody’s Manufacturer Concentration
Excess Amount and designated by HVF III to constitute Series 2022-2 Moody’s Manufacturer Concentration Excess Amounts,
as of such date, shall not be included in the Series 2022-2 Non-Liened Vehicle Amount for purposes of calculating the Series
2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2022-2 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date or the Series 2022-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2022-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of
such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2022-2 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF
III to constitute Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be
included in the Series 2022-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating the Series 2022-2 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series 2022-2
Medium-Duty Truck Amount for purposes of calculating the Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess
Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series
2022-2 Medium- Duty Truck Amount for purposes of calculating the Series 2022-2 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-2 Moody’s Medium- Duty Truck
Concentration Excess Amounts as of such date, shall not be included in the Series 2022-2 Moody’s Manufacturer Amount for
the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-2 Moody’s Manufacturer Concentration
Excess Amount, as of such date or the Series 2022- 2 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-2
Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2022-2 Moody’s
Eligible Manufacturer Receivables included in the Series 2022-2 Moody’s Eligible Non-Investment Grade (High)
Program Receivable Amount for purposes of calculating the Series 2022-2 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amount and designated by HVF III to constitute Series 2022-2 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2022-2
Moody’s Manufacturer Amount for the Manufacturer with respect to such Series 2022-2 Moody’s Eligible Manufacturer
Receivable for purposes of calculating the Series 2022-2 Moody’s Manufacturer Concentration Excess Amount, as of such date
and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-2 Moody’s Eligible
Manufacturer Receivables are designated as constituting (A) Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess
Amounts, (B) Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2022-2 Moody’s
Manufacturer Concentration Excess Amounts and (D) Series 2022-2 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amounts, in each case, as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2022-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022- 2 Moody’s Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2022-2 Moody’s Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2022-2 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2022-2 Moody’s Investment Grade Manufacturers.
“Series 2022-2 Moody’s Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022-2 Moody’s Investment Grade Program
Vehicle for which the Disposition Date has not occurred as of such date.
determination:
“Series 2022-2 Moody’s Eligible Manufacturer Receivable ” means, as of any date of
(i) each Manufacturer Receivable by any Manufacturer that has a Relevant Moody’s
Rating as of such date of at least “A3” pursuant to a Manufacturer Program that, as of such date, has not remained unpaid
for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable;
(ii) each Manufacturer Receivable by any Manufacturer that (a) has a Relevant Moody’s Rating as of such date
of (i) less than “A3” and (ii) at least “Baa3”, pursuant to a Manufacturer Program that, as of such date, has not remained
unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable; and
(iii) each Manufacturer Receivable by a Series 2022-2 Moody’s Non-Investment Grade (High) Manufacturer
or a Series 2022-2 Moody’s Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer
Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the Disposition Date with
respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2022-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2022-2 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2022-2 Moody’s Non-Investment Grade (High) Manufacturers.
“Series 2022-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2022-2 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2022-2 Moody’s Non-Investment Grade (Low) Manufacturers.
“Series 2022-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date
of determination, the sum of the Net Book Value of each Series 2022-2 Moody’s Non-Investment Grade Non-Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2022-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2022-2 Moody’s Non-Investment Grade (High)
Program Vehicle and each Series 2022-2 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case, for which the
Disposition Date has not occurred as of such date.
“Series 2022-2 Moody’s Investment Grade Manufacturer ” means, as of any date of determination, (a) any
Manufacturer that has a Relevant Moody’s Rating as of such date of at least “Baa3”, and (b) any Manufacturer that (i) does not
have a Relevant Moody’s Rating of at least “Baa3” as of such date, (ii) does not have a long-term corporate family rating from
Moody’s as of such date, and (iii) has a long-term senior unsecured debt rating from Moody’s of at least “Ba1” as of such date;
provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in
HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade
(as applicable) by Moody’s for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of
any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and
(y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-2 Moody’s Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2022-2 Moody’s Investment Grade Manufacturer that is not a Series 2022-2 Moody’s
Investment Grade Program Vehicle as of such date.
“Series 2022-2 Moody’s Investment Grade Program Vehicle ” means, as of any date of determination, any
Program Vehicle manufactured by a Series 2022-2 Moody’s Investment Grade Manufacturer that is subject to a Manufacturer
Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as
of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease
(or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-2 Moody’s Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2022-2 Moody’s Eligible Manufacturer Receivables with respect to such
Manufacturer.
“Series 2022-2 Moody’s Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer
as of any date of determination, the excess, if any, of the Series 2022-2 Moody’s Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2022-2 Maximum Manufacturer Amount with respect to such Manufacturer as of
such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value of any Eligible
Vehicle included in the Series 2022-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2022-2 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to
constitute Series 2022-2 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall not be included in either
of (x) the Series 2022-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-2 Moody’s Non-Liened
Vehicle Concentration Excess Amount as of such date or (y) the Series 2022-2 Medium-Duty Truck Amount for purposes of
calculating the Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book
Value of any Eligible Vehicle included in the Series 2022-2 Non-Liened Vehicle Amount for purposes of calculating the Series
2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2022-2
Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be included in the Series 2022-2
Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-2
Moody’s Manufacturer Concentration Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included
in the Series 2022-2 Medium-Duty Truck Amount for purposes of calculating the Series 2022-2 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-2 Moody’s Medium-Duty Truck
Concentration Excess Amounts as of such date, shall not be included in the Series 2022-2 Moody’s Manufacturer Amount for
the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-2 Moody’s Manufacturer Concentration
Excess Amount, as of such date, (iv) the amount of any Series 2022-2 Moody’s Eligible Manufacturer Receivables included in
the Series 2022- 2 Moody’s Eligible
Non-Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2022-2 Moody’s Non-
Investment Grade (High) Program Receivable Concentration Excess Amount and designated by HVF III to constitute Series
2022-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be
included in the Series 2022-2 Moody’s Manufacturer Amount for the Manufacturer with respect to such Series 2022-2 Moody’s
Eligible Manufacturer Receivable for purposes of calculating the Series 2022-2 Moody’s Manufacturer Concentration Excess
Amount, as of such date, and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-2
Moody’s Eligible Manufacturer Receivables are to be designated as constituting (A) Series 2022-2 Moody’s Non-Liened
Vehicle Concentration Excess Amounts, (B) Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C)
Series 2022-2 Moody’s Manufacturer Concentration Excess Amounts and (D) Series 2022-2 Moody’s Non-Investment Grade
(High) Program Receivable Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in
its reasonable discretion.
“Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2022-2 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2022-2 Medium-Duty Truck Amount for purposes of calculating the Series 2022-2
Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2022- 2 Moody’s
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-2 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-2 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2022-2 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount and
designated by HVF III to constitute Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amounts, as of such
date, shall not be included in the Series 2022-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-2
Moody’s Non-Liened Vehicle Concentration Excess Amount, as of such date,(iii) the Net Book Value of any Eligible Vehicle
included in the Series 2022-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating the Series 2022-2 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute
Series 2022-2 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-2
Medium-Duty Truck Amount for purposes of calculating the Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess
Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be
designated as constituting (A) Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-2
Moody’s Non-Liened Vehicle Concentration Excess Amount and (C) Series 2022-2 Moody’s Manufacturer Concentration
Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
determination,
“Series 2022-2 Moody’s MTM/DT Advance Rate Adjustment ” means, as of any date of
(i) with respect to the Series 2022-2 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, a percentage equal to the product of (i) the Series 2022-2 Failure Percentage as of such date
and (ii) the Series 2022-2 Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-2 Moody’s
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2022-2 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
a percentage equal to the product of (i) the Series 2022-2 Failure Percentage as of such date and (ii) the Series 2022-2
Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-2 Moody’s Eligible Non-Investment
Grade Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2022-2 Moody’s AAA Component, zero.
“Series 2022-2 Moody’s Non-Investment Grade (High) Manufacturer ” means, as of any date of determination,
any Manufacturer that (a) is not a Series 2022-2 Moody’s Investment Grade Manufacturer as of such date and (b) has a Relevant
Moody’s Rating of at least “Ba3” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such
Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such
withdrawal or downgrade (as applicable) by Moody’s for a period of thirty
(30) days following the earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the
Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee
notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2022-2 Moody’s Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2022-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount with
respect to such Series 2022-2 Moody’s Non-Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any
Series 2022-2 Moody’s Eligible Manufacturer Receivables with respect to any Series 2022-2 Moody’s Non-Investment Grade
(High) Manufacturer included in the Series 2022-2 Moody’s Manufacturer Amount for purposes of calculating the Series 2022-2
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-2 Moody’s
Manufacturer Concentration Excess Amounts as of such date, shall not be included in the Series 2022-2 Moody’s Eligible Non-
Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2022-2 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables
are to be designated as constituting (A) Series 2022-2 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts and (B) Series 2022-2 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date, shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-2 Moody’s Non-Investment Grade (High) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-2 Moody’s Non-Investment Grade (High) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-2 Moody’s Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination,
any Manufacturer that has a Relevant Moody’s Rating as of such date of less than “Ba3”; provided that, upon any withdrawal or
downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to
have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) Moody’s for a period of
thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2022-2 Moody’s Non-Investment Grade (Low) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-2 Moody’s Non-Investment Grade (Low) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-2 Moody’s Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2022-2 Moody’s Non- Investment Grade (High) Manufacturer or a
Series 2022-2 Moody’s Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2022-2 Moody’s Non-Investment
Grade (High) Program Vehicle or a Series 2022-2 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case as of
such date.
“Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amount ” as of any date of determination,
the excess, if any, of the Series 2022-2 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the Aggregate
Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service asserting
that HVF III owes tax as a result of being “a publicly traded partnership” treated as a corporation for U.S. federal income tax
purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination” within the
meaning of Section 1313(a) of the Code that HVF III is not a publicly traded partnership treated as a corporation for U.S. federal
income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of calculating such
excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-2 Non-Liened Vehicle
Amount for purposes of
calculating the Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to
constitute Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in
the Series 2022-2 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the
Series 2022-2 Moody’s Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible
Vehicle included in the Series 2022-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-2 Moody’s Non-
Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series 2022-2 Moody’s Non-Liened
Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-2 Medium-Duty Truck Amount
for purposes of calculating the Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount, as of such date, (iii)
the Net Book Value of any Eligible Vehicle included in the Series 2022-2 Moody’s Manufacturer Amount for the Manufacturer
of such Eligible Vehicle for purposes of calculating the Series 2022-2 Moody’s Manufacturer Concentration Excess Amount and
designated by HVF III to constitute Series 2022-2 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall
not be included in the Series 2022-2 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-2 Moody’s Non-
Liened Vehicle Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the Net
Book Value thereof) are to be designated as constituting (A) Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess
Amounts, (B) Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount and (C) Series 2022-2 Moody’s
Manufacturer Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2022-2 Moody’s Remainder AAA Amount ” means, as of any date of determination, the excess, if any,
of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(i) the Series 2022-2 Moody’s Eligible Investment Grade Program Vehicle Amount as of such date,
(ii) the Series 2022-2 Moody’s Eligible Investment Grade Program Receivable Amount as of such
(iii) the Series 2022-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount as of such
date,
date,
(iv) the Series 2022-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
as of such date,
(v) the Series 2022-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(vi) the Series 2022-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(vii) the Series 2022-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(viii) the Cash Amount as of such date, and
(ix) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2022-2 Non-Liened Vehicle Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle for which the Disposition Date has not occurred as of such date and with respect
to which the Certificate of Title does not note the Collateral Agent as the first lienholder (and, the Certificate of Title with
respect to which has not been submitted to the appropriate state authorities for such notation or the fees due in respect of such
notation have not yet been paid).
“Series 2022-2 Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any
date of determination, the sum of the respective Series 2022-2 Third-Party Market Values of each such Non-Program Vehicle as
of such date.
“Series 2022-2 Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any
Series 2022-2 Measurement Month, commencing with the third Series 2022-2 Measurement Month following the Series 2022-2
Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding
salvage sales) during such Series 2022-2 Measurement Month and the two Series 2022-2 Measurement Months preceding such
Series 2022-2 Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such
Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program
Vehicles.
“Series 2022-2 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders,
the Class D Noteholders and, if the Class E Notes have been issued, the Class E Noteholders, collectively.
the Class E Notes have been issued, the Class E Notes, collectively.
“Series 2022-2 Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and, if
“Series 2022-2 Operating Expense Amount ” means, with respect to any Payment Date, the sum (without
duplication) of (a) the aggregate amount of Series 2022-2 Carrying Charges on such Payment Date (excluding any Series 2022-2
Carrying Charges payable to the Series 2022-2 Noteholders) and (b) the Series 2022-2 Percentage of the Carrying Charges, if
any, payable by HVF III on such Payment Date (excluding any Carrying Charges payable to the Series 2022-2 Noteholders).
“Series 2022-2 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a
Series 2022-2 Lease Principal Payment Deficit, an amount equal to the Series 2022- 2 Invested Percentage with respect to
Principal Collections (as of the Payment Date on which such Series 2022-2 Lease Payment Deficit occurred) of such Past Due
Rent Payment and (b) with respect to any Past Due Rent Payment in respect of a Series 2022-2 Lease Interest Payment Deficit,
an amount equal to the Series 2022-2 Invested Percentage with respect to Interest Collections (as of the Payment Date on which
such Series 2022-2 Lease Payment Deficit occurred) of such Past Due Rent Payment.
“Series 2022-2 Payment Date Available Interest Amount ” means, with respect to each Series 2022-2 Interest
Period, the sum of the Series 2022-2 Daily Interest Allocation for each Series 2022- 2 Deposit Date in such Series 2022-2
Interest Period.
“Series 2022-2 Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without
duplication) of the amounts payable pursuant to Sections 5.3(a) through (g) (Application of Funds in the Series 2022-2 Interest
Collection Account).
“Series 2022-2 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2022-2 Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.
“Series 2022-2 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and
other Liens imposed by law, securing
obligations that are not more than thirty (30) days past due or are being contested in good faith and by appropriate proceedings
and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (iii)
Liens in favor of the Trustee pursuant to any Series 2022-2 Related Document, Related Document or any other Series Related
Document and Liens in favor of the Collateral Agent pursuant to the Collateral Agency Agreement and (iv) any Lien on any
Vehicle arising out of or in connection with the sale of a Vehicle in the ordinary course. Series 2022-2 Permitted Liens shall be
“Series Permitted Liens” with respect to the Series 2022-2 Notes.
“Series 2022-2 Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and, if the Class E Notes
have been issued as of such date, the Class E Principal Amount, in each case, as of such date. The Series 2022-2 Principal
Amount shall be the “Principal Amount” with respect to the Series 2022-2 Notes. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2022-2 Notes it means the Class A Principal Amount, the Class B
Principal Amount, the Class C Principal Amount, the Class D Principal Amount or the Class E Principal Amount, as applicable.
“Series 2022-2 Principal Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-2
Accounts) of this Series 2022-2 Supplement.
“Series 2022-2 Principal Collection Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Series 2022-2 Principal Collection Account as of such date.
“Series 2022-2 Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of
business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series 2022-2 Notes is deemed
to have occurred with respect to the Series 2022-2 Notes, and ending upon the earlier to occur of (i) the date on which the Series
2022-2 Notes are paid in full and (ii) the termination of this Series 2022-2 Supplement.
“Series 2022-2 Rating Agency Condition ” means (a) the notification in writing by each Rating Agency then
rating any Class of Series 2022-2 Notes at the request of HVF III that a proposed action will not result in a reduction or
withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, or (b) each Rating Agency then rating
any Class of Series 2022-2 Notes at the request of HVF III shall have been given notice of such event at least ten (10) days prior
to the occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice prior to the occurrence of such event that the occurrence of such
event will itself cause such Rating Agency to downgrade, qualify, or withdraw its rating assigned to such Class. The Series 2022-
2 Rating Agency Condition shall be the “Rating Agency Condition” with respect to the Series 2022-2 Notes.
Class A/B/C/D Demand Note.
“Series 2022-2 Related Documents ” means the Related Documents, this Series 2022-2 Supplement and each
“Series 2022-2 Restatement Date” means October 20, 2023.
“Series 2022-2 Revolving Period” means the period from the Series 2022-2 Closing Date to the earlier of (i) the
commencement of the Series 2022-2 Controlled Amortization Period and (ii) the commencement of the Series 2022-2 Rapid
Amortization Period.
2 Supplement.
“Series 2022-2 Supplement ” has the meaning specified in the Preamble of this Series 2022-
“Series 2022-2 Supplemental Indenture” means a supplement to this Series 2022-2 Supplement complying (to
the extent applicable) with the terms of Section 9.9 (Amendments) of this Series 2022-2 Supplement.
“Series 2022-2 Third-Party Market Value ” means, with respect to each Non-Program Vehicle, as of any date of
determination during a calendar month:
(a) if the Series 2022-2 Third-Party Market Value Procedures have been completed for such month, then
(i) the Monthly NADA Mark, if any, for such Non-Program Vehicle obtained in such calendar month
in accordance with such Series 2022-2 Third-Party Market Value Procedures;
(ii) if, pursuant to the Series 2022-2 Third-Party Market Value Procedures, no Monthly NADA Mark
for such Non-Program Vehicle was obtained in such calendar month, then the Monthly Blackbook Mark, if any,
for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2022-2 Third-
Party Market Value Procedures; and
(iii) if, pursuant to the Series 2022-2 Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month
(regardless of whether such value was not obtained because (A) neither a Monthly NADA Mark nor a Monthly
Blackbook Mark was obtained in undertaking the Series 2022-2 Third-Party Market Value Procedures or (B)
such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s
reasonable estimation of the fair market value of such Non-Program Vehicle as of such date of determination;
and
(b) until the Series 2022-2 Third-Party Market Value Procedures have been completed for such calendar
month:
(i) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior
to the first day of such calendar month, the Series 2022-2 Third- Party Market Value obtained in the
immediately preceding calendar month, in accordance with the Series 2022-2 Third-Party Market Value
Procedures for such immediately preceding calendar month, and
(ii) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or
after the first day of such calendar month, then the Administrator’s reasonable estimation of the fair market
value of such Non-Program Vehicle as of such date of determination.
Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
“Series 2022-2 Third-Party Market Value Procedures ” means, with respect to each calendar month and each
(a) HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly
NADA Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month,
and
(b) if no Monthly NADA Mark was obtained for any such Non-Program Vehicle described in clause (a) above
upon such attempt, then HVF III shall make one attempt (or cause the
Administrator to make one attempt) to obtain a Monthly Blackbook Mark for any such Non- Program Vehicle.
“Series 2022-2 Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the Series
2022-2 Percentage of fees payable to the Trustee with respect to the Notes on such Payment Date.
“Series-Specific 2022-2 Collateral” means the Series 2022-2 Account Collateral with respect to each Series
2022-2 Account and each Class A/B/C/D Demand Note. The Series-Specific 2022- 2 Collateral shall be the “Series-Specific
Collateral” with respect to the Series 2022-2 Notes.
“Similar Law” has the meaning specified in Section 2.2(l) (Transfer Restrictions for Global Notes ) of this Series
2022-2 Supplement.
“Treasury Rate” means with respect a Redemption Date, the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two (2) business days prior to such Redemption Date
(or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such Redemption Date to the Expected Final Payment Date; provided that, if the period from the Redemption
Date to the Expected Final Payment Date is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, then the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-
twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from such Redemption Date to the Expected Final Payment Date is less than one (1) year, then the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one (1) year will be used.
2022-2 SUPPLEMENT
SCHEDULE II TO THE SERIES
MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION
Aggregate Principal Amount
Class A Monthly Interest Amount
Class A Principal Amount
Class A/B/C/D Adjusted Principal Amount
Class A/B/C/D Available L/C Cash Collateral Account Amount
Class A/B/C/D Available Reserve Account Amount
Class A/B/C/D Letter of Credit Amount
Class A/B/C/D Letter of Credit Liquidity Amount
Class A/B/C/D Liquid Enhancement Amount
Class A/B/C/D Principal Amount
Class A/B/C/D Required Liquid Enhancement Amount
Class A/B/C/D Required Reserve Account Amount
Class A/B/C/D Reserve Account Deficiency Amount
Class B Monthly Interest Amount
Class B Principal Amount
Class C Monthly Interest Amount
Class C Principal Amount
Class D Monthly Interest Amount
Class D Principal Amount
Class E Monthly Interest Amount (if applicable)
Class E Principal Amount (if applicable)
Determination Date
Aggregate Asset Amount
Aggregate Asset Amount Deficiency
Aggregate Asset Coverage Threshold Amount
Asset Coverage Threshold Amount
Carrying Charges
Cash Amount
Collections
Due and Unpaid Lease Payment Amount
Interest Collections
Percentage
Principal Collections
Advance Rate
Asset Coverage Threshold Amount
Payment Date
Series 2022-2 Accrued Amounts
Series 2022-2 Adjusted Asset Coverage Threshold Amount
Series 2022-2 Asset Amount
Series 2022-2 Asset Coverage Threshold Amount
Series 2022-2 Blended Advance Rate
Series 2022-2 Capped Administrator Fee Amount
Series 2022-2 Capped Operating Expense Amount
Series 2022-2 Capped Trustee Fee Amount
Series 2022-2 Excess Administrator Fee Amount
Series 2022-2 Excess Operating Expense Amount
Series 2022-2 Excess Trustee Fee Amount
Series 2022-2 Failure Percentage
Series 2022-2 Floating Allocation Percentage
Series 2022-2 Administrator Fee Amount
Series 2022-2 Trustee Fee Amount
Series 2022-2 Interest Period
Series 2022-2 Invested Percentage
Series 2022-2 Market Value Average
Series 2022-2 Medium-Duty Truck Amount
Series 2022-2 Moody’s Adjusted Advance Rate
Series 2022-2 Moody’s Blended Advance Rate
Series 2022-2 Moody’s Concentration Adjusted Advance Rate
Series 2022-2 Moody’s Concentration Excess Advance Rate Adjustment
Series 2022-2 Moody’s Concentration Excess Amount
Series 2022-2 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
Series 2022-2 Moody’s Eligible Investment Grade Program Receivable Amount
Series 2022-2 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2022-2 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
Series 2022-2 Moody’s Manufacturer Concentration Excess Amount
Series 2022-2 Moody’s Medium-Duty Truck Concentration Excess Amount
Series 2022-2 Moody’s MTM/DT Advance Rate Adjustment
Series 2022-2 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2022-2 Moody’s Non-Liened Vehicle Concentration Excess Amount
Series 2022-2 Moody’s Remainder AAA Amount
Series 2022-2 Non-Liened Vehicle Amount
Series 2022-2 Non-Program Fleet Market Value
Series 2022-2 Non-Program Vehicle Disposition Proceeds Percentage Average
Series 2022-2 Percentage
Series 2022-2 Principal Amount
Series 2022-2 Principal Collection Account Amount
Series 2022-2 Rapid Amortization Period
On or before the second Business Day following the Trustee’s receipt of a Monthly Noteholders’ Statement, the Trustee shall
post, or cause to be posted, a copy of such Monthly Noteholders’ Statement to https://gctinvestorreporting.bnymellon.com (or
such other website maintained by the Trustee and available to the Series 2022-2 Noteholders, as designated from time to time by
the Trustee).
EXHIBIT 4.9
EXECUTION VERSION
HERTZ VEHICLE FINANCING III LLC,
as Issuer,
THE HERTZ CORPORATION,
as Administrator, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary
____________
AMENDED AND RESTATED SERIES 2022-3 SUPPLEMENT
dated as of October 20, 2023 to
BASE INDENTURE
dated as of June 29, 2021
____________
$258,620,000 Series 2022-3 3.37% Rental Car Asset Backed Notes, Class A
$40,230,000 Series 2022-3 3.86% Rental Car Asset Backed Notes, Class B
$34,483,000 Series 2022-3 4.35% Rental Car Asset Backed Notes, Class C
$49,808,000 Series 2022-3 6.31% Rental Car Asset Backed Notes, Class D
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND CONSTRUCTION 3
Section 1.1 Defined Terms and References 3
Section 1.2 Rules of Construction 3
ARTICLE II ISSUANCE OF SERIES 2022-3 NOTES; FORM OF SERIES 2022-3 NOTES 4
Section 2.1 Issuance 4
Section 2.2 Transfer Restrictions for Global Notes 6
Section 2.3 Definitive Notes 11
Section 2.4 Legal Final Payment Date 11
Section 2.5 Required Series Noteholders 11
Section 2.6 FATCA 11
ARTICLE III INTEREST AND INTEREST RATES 12
Section 3.1 Interest 12
ARTICLE IV SERIES-SPECIFIC COLLATERAL 12
Section 4.1 Granting Clause 12
Section 4.2 Series 2022-3 Accounts 13
Section 4.3 Trustee as Securities Intermediary 15
Section 4.4 Demand Notes 16
Section 4.5 Subordination 17
Section 4.6 Duty of the Trustee 17
Section 4.7 Representations of the Trustee 17
ARTICLE V PRIORITY OF PAYMENTS 17
Section 5.1 [Reserved] 17
Section 5.2 Collections Allocation. 17
Section 5.3 Application of Funds in the Series 2022-3 Interest Collection Account 17
Section 5.4 Application of Funds in the Series 2022-3 Principal Collection Account 19
Section 5.5 Class A/B/C/D Reserve Account Withdrawals 20
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes 21
Section 5.7 Past Due Rental Payments 23
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account 24
Section 5.9 Certain Instructions to the Trustee 27
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment 27
ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING
CONDITIONS 27
Section 6.1 Representations and Warranties 27
Section 6.2 Covenants 28
Section 6.3 Closing Conditions 29
Section 6.4 Further Assurances 29
ARTICLE VII AMORTIZATION EVENTS 30
Section 7.1 Amortization Events 30
ARTICLE VIII SUBORDINATION OF NOTES 32
Section 8.1 Subordination of Class B Notes 32
Section 8.2 Subordination of Class C Notes 33
Section 8.3 Subordination of Class D Notes 33
Section 8.4 Subordination of Class E Notes 33
TABLE OF CONTENTS
(continued)
Page
Section 8.5 When Distribution Must be Paid Over 33
ARTICLE IX GENERAL 34
Section 9.1 Optional Redemption of the Series 2022-3 Notes 34
Section 9.2 Information 34
Section 9.3 Confidentiality 34
Section 9.4 Ratification of Base Indenture 35
Section 9.5 Notice to the Rating Agencies 35
Section 9.6 Third Party Beneficiary 35
Section 9.7 Execution in Counterparts; Electronic Execution 35
Section 9.8 Governing Law 35
Section 9.9 Amendments 36
Section 9.10 Administrator to Act on Behalf of HVF III 38
Section 9.11 Successors 38
Section 9.12 Termination of Series Supplement 38
Section 9.13 Electronic Execution 38
Section 9.14 Additional UCC Representations 38
Section 9.15 Notices 39
Section 9.16 Submission to Jurisdiction 40
Section 9.17 Waiver of Jury Trial 40
Section 9.18 Issuance of Class E Notes 40
Section 9.19 Trustee Obligations under the Retention Requirements 42
Section 9.20 Amendment and Restatement; No Novation 42
SCHEDULE I TO THE SERIES 2022-3 SUPPLEMENT 45
SCHEDULE II TO THE SERIES 2022-3 SUPPLEMENT 77
TABLE OF CONTENTS
(continued)
Page
EXHIBITS AND SCHEDULES
Schedule I Schedule
II
List of Defined Terms
Monthly Noteholders’ Statement Information
Exhibit A-1-1
Form of Series 2022-3 144A Global Class A Note
Exhibit A-1-2
Form of Series 2022-3 Regulation S Global Class A Note
Exhibit A-2-1
Form of Series 2022-3 144A Global Class B Note
Exhibit A-2-2
Form of Series 2022-3 Regulation S Global Class B Note
Exhibit A-3-1
Form of Series 2022-3 144A Global Class C Note
Exhibit A-3-2
Form of Series 2022-3 Regulation S Global Class C Note
Exhibit A-4-1
Form of Series 2022-3 144A Global Class D Note
Exhibit A-4-2
Form of Series 2022-3 Regulation S Global Class D Note
Exhibit B-1
Form of Demand Notice
Exhibit B-2
Form of Class A/B/C/D Demand Note
Exhibit C
Form of Reduction Notice Request Class A/B/C/D Letter of Credit
Exhibit D
Form of Lease Payment Deficit Notice
Exhibit D
Form of Lease Payment Deficit Notice
Exhibit E-1
Form of Transfer Certificate from 144A Global Note to Regulation S Global Note
Exhibit E-2
Form of Transfer Certificate from Regulation S Global Note to 144A Global Note
Exhibit F
Form of Class A/B/C/D Letter of Credit
AMENDED AND RESTATED SERIES 2022-3 SUPPLEMENT dated as of October 20,
2023 (“Series 2022-3 Supplement ”) among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“ Hertz”
or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided
in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “ Securities
Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27,
2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”), each between HVF III and the Trustee.
PRELIMINARY STATEMENT
WHEREAS, HVF III, Hertz and the Trustee entered into the Series 2022-3 Supplement, dated as of June 30, 2021 (the
“Original Series 2022-3 Supplement ”), pursuant to which HVF III issued the Series 2022-3 Notes, including the Series 2022-3
6.31% Rental Car Asset Backed Notes, Class D with a CUSIP number of 42806MAY5 and an ISIN number of US42806MAY57
(the “Original Class D 144A Global Note”);
WHEREAS, HVF III, Hertz and the Trustee entered into Amendment No. 1 to Series 2022-3 Supplement, dated as of
June 27, 2022 (the “First Amendment to the Series 2022-3 Supplement ”, and together with the Original Series 2022-3
Supplement, as amended, the “Amended Series 2022-3 Supplement”), pursuant to which HVF III, Hertz and the Trustee
amended the Original Series 2022-3 Supplement for the benefit of the Series 2022-3 Noteholders to, among other things, amend
(i) the minimum denomination of the Original Class D 144A Global Note and (ii) the definition of “Series 2022-3 Liquidation
Event”;
WHEREAS, Section 9.9(a) (Amendments—Without the Consent of the Series 2022-3 Noteholders ) of the Amended
Series 2022-3 Supplement permits HVF III and the Trustee to amend the Amended Series 2022-3 Supplement in writing,
without the consent of any Series 2022-3 Noteholder, subject to certain conditions set forth in the Amended Series 2022-3
Supplement;
WHEREAS, Section 9.9(a)(viii) (Amendments—Without the Consent of the Series 2022-3 Noteholders ) of the Amended
Series 2022-3 Supplement provides that HVF III and the Trustee, at any time and from time to time, may enter into an
amendment to the Amended Series 2022-3 Supplement without the consent of any Series 2022-3 Noteholder to effect any other
amendment not listed in Section 9.9(a) (Amendments—Without the Consent of the Series 2022-3 Noteholders ) that does not
materially adversely affect the interests of the Series 2022-3 Noteholders; provided that any such amendment requires (i) an
Officer’s Certificate of HVF III that such amendment shall not materially adversely affect the interests of the Series 2022-3
Noteholders, (ii) satisfaction of the Series 2022-3 Rating Agency Condition with respect to such amendment, and (iii) notice to
each Rating Agency of such amendment promptly after its execution;
WHEREAS, HVF III desires to amend and restate the Amended Series 2022-3 Supplement for the benefit of the Series
2022-3 Noteholders to, among other things, (i) issue the Class D Notes that can be transferred or resold outside the United
States to non-U.S. persons (as such term is defined in Regulation S) in transactions in compliance with Regulation S, and (ii)
remove the requirement for each transferee of the Class D Notes to deliver a letter of representation to the Trustee and the
Servicer in connection with such transfer (collectively, the “Class D Amendments”);
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate that the Class D Amendments herein that are
being implemented in accordance with Section 9.9(a)(viii) (Amendments—
Without the Consent of the Series 2022-3 Noteholders ) of the Amended Series 2022-3 Supplement do not materially adversely affect
the interests of the Series 2022-3 Noteholders;
WHEREAS, the Series 2022-3 Rating Agency Condition is satisfied with respect to the Class D Amendments described
herein;
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
the Class D Amendments herein contained comply with the requirements of Section 9.9(d) (Series 2022-3 Supplemental
Indentures) of the Amended Series 2022-3 Supplement;
WHEREAS, in connection with the Class D Amendments, HVF III has (i) authorized and directed the Trustee to cancel
the Original Class D 144A Global Note on the date hereof and (ii) requested the Trustee to (A) authenticate (1) one 144A Global
Note registered in the name of Cede & Co., as nominee of The Depository Trust Company, representing an aggregate of
$49,808,000 in the principal amount of the HVF III’s Series 2022-3 6.31% Rental Car Asset Backed Notes, Class D, having a
CUSIP number of 42806MAY5 and an ISIN number of US42806MAY57 (the “ Re-issued Class D 144A Global Note ”) and (2)
one Regulation S Global Note registered in the name of Cede & Co., as nominee of The Depository Trust Company,
representing an aggregate of $0 in the principal amount of HVF III’s Series 2022-3 6.31% Rental Car Asset Backed Notes, Class
D, having a CUSIP number of U4280MAV3 and an ISIN number of USU4280MAV38 (the “ Class D Regulation S Global
Note” and, together with the Re-issued Class D 144A Global Note, the “ Restatement Date Class D Notes”), and (B) deliver said
authenticated Restatement Date Class D Notes to, or for the account of The Depository Trust Company, against receipt therefor;
WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2022-3 Supplement to confirm certain
representations, warranties and covenants made by it in such capacity for the benefit of the Series 2022-3 Noteholders; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
DESIGNATION
Supplement, and such Series of Notes was designated as Series 2022-3 Rental Car Asset Backed Notes.
A Series of Notes was created and issued pursuant to the Base Indenture and the Original Series 2022-3
On the Series 2022-3 Closing Date, the following classes of Series 2022-3 Rental Car Asset Backed Notes were
issued:
(i) the Series 2022-3 3.37% Rental Car Asset Backed Notes, Class A (as referred to herein, the “ Class A
Notes”);
(ii) the Series 2022-3 3.86% Rental Car Asset Backed Notes, Class B (as referred to herein, the “ Class B
Notes”);
(iii) the Series 2022-3 4.35% Rental Car Asset Backed Notes, Class C (as referred to herein, the “ Class C
Notes”); and
(iv) the Original Class D 144A Global Note.
Subsequent to the Series 2022-3 Closing Date, HVF III may on any date during the Series 2022-3 Revolving
Period offer and sell additional Series 2022-3 Notes in a single Class (which may, but is not required to be comprised of one or
more Subclasses and/or Tranches), subject to satisfaction of the
conditions set forth in Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement, which, if issued, shall be
designated as the Series 2022-3 Fixed Rate Rental Car Asset Backed Notes, Class E, and referred to herein as the “Class E
Notes”.
On the Series 2022-3 Restatement Date, the Original Class D 144A Global Note shall be cancelled, and the
Restatement Date Class D Notes shall be issued and authenticated.
The Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, and, if issued, the Class E
Notes, are referred to herein collectively as the “Series 2022-3 Notes”. The Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes are referred to herein collectively as the “Class A/B/C/D Notes”.
The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Class D Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 Defined Terms and References . Capitalized terms used herein shall have the meanings assigned to such
terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article,
Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles,
Sections or Subsections of this Series 2022-3 Supplement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2022-3 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise
stated herein, all references herein to the “Series 2022-3 Supplement” shall mean the Base Indenture, as supplemented hereby.
Section 1.2 Rules of Construction. In this Series 2022-3 Supplement, including the preamble, recitals, attachments,
schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to an agreement or document shall include the preamble, recitals, all attachments, schedules,
annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such
attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented, restated and
otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless
otherwise stated);
(c) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are not prohibited by this Series 2022-3 Supplement, and reference to any Person in a particular capacity
only refers to such Person in such capacity;
(d) reference to any gender includes the other gender;
(e) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or
reenacted, in whole or in part, and in effect from time to time;
(f) “including” (and with correlative meaning “include”) means including without limiting the generality of any
description preceding such term;
(g) with respect to the determination of any period of time, “from” means “from and including” and “to” means
“to but excluding”;
(h) references to sections of the Code also refer to any successor sections;
(i) reference to any Related Document or other contract or agreement means such Related Document, contract or
agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if
such amendment, supplement or modification is permitted by the Base Indenture and the other applicable Related Documents;
and
(j) the language used in this Series 2022-3 Supplement will be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction will be applied against any party.
ARTICLE II
ISSUANCE OF SERIES 2022-3 NOTES; FORM OF SERIES 2022-3 NOTES
Section 2.1 Issuance.
(a) Initial Issuance on the Series 2022-3 Closing Date . On the terms and conditions set forth in the Original
Series 2022-3 Supplement, HVF III issued and caused the Trustee to authenticate, the initial Class A/B/C/D Notes on the Series
2022-3 Closing Date. Such Class A/B/C/D Notes:
(i) had, with respect to each Class of Series 2022-3 Notes, the initial principal amount equal to the Class Initial
Principal Amount for such Class;
(ii) had, with respect to each Class of Series 2022-3 Notes, the interest rate set forth in the definition of Note
Rate for such Class;
(iii) were dated the Series 2022-3 Closing Date;
(iv) had, with respect to each Class of Series 2022-3 Notes, the maturity date set forth in the definition of Legal
Final Payment Date for such Class;
(v) were rated, with respect to the Class A Notes, Class B Notes and Class C Notes, by Moody’s and Fitch and,
with respect to the Class D Notes, by Moody’s; and
(vi) were duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-3
Supplement.
(b) Issuance on the Series 2022-3 Restatement Date . On the terms and conditions set forth in this Series 2022-3
Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D Notes on the Series
2022-3 Restatement Date. Such Restatement Date Class D Notes shall:
(i) have the initial principal amount equal to the Class Initial Principal Amount for the Class D Notes;
(ii) have the interest rate set forth in the definition of Note Rate for the Class D Notes;
(iii) be dated the Series 2022-3 Restatement Date;
(iv) have the maturity date set forth in the definition of Legal Final Payment Date for the Class D Notes;
(v) be rated by Moody’s; and
(vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-3
Supplement.
(c) Form of the Class A/B/C/D Notes. The Class A/B/C Notes were offered and sold by HVF III on the Series
2022-3 Closing Date pursuant to the Class A/B/C Purchase Agreement, and the Original Class D 144A Global Note was sold by
HVF III on the Series 2022-3 Closing Date to the Initial Class D Note Purchaser pursuant to the Class D Purchase Agreement.
The Class A/B/C Notes were 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. On the
Class D Subsequent Issuance Date, the Initial Class D Note Purchaser sold the Original Class D 144A Global Note to the Class
D Subsequent Initial Purchasers pursuant to the Class D Subsequent Purchase Agreement. The Class A/B/C/D Notes following
their initial resale may be transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in accordance with the
procedures described herein. The Class A/B/C/D Notes will be Book-Entry Notes, and DTC will act as the Depository for the
Class A/B/C/D Notes.
(d) Initial Payment Date. Notwithstanding anything herein or in any Series 2022-3 Related Document to the
contrary, the initial Payment Date with respect to the Series 2022-3 Notes shall be April 25, 2022.
(e) 144A Global Notes. Each Class of the Class A/B/C Notes offered and sold in their initial distribution on the
Series 2022-3 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2022-3 Restatement
Date 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 with respect to the Class A Notes in Exhibit A-1-1 to the Original Series 2022-3 Supplement,
with respect to the Class B Notes in Exhibit A-2-1 to the Original Series 2022-3 Supplement, with respect to the Class C Notes in
Exhibit A-3-1 to the Original Series 2022-3 Supplement and with respect to the
Restatement Date Class D Notes in Exhibit A-4-1 to this Series 2022-3 Supplement, in each case registered in the name of Cede
& Co., as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “ 144A Global Notes”). The
aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on
the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal
amount of the corresponding class of Regulation S Global Notes, as hereinafter provided. Each 144A Global Note shall
represent such of the outstanding principal amount of the related Class of Series 2022-3 Notes as shall be specified in the
schedule attached thereto and each shall provide that it shall represent the aggregate principal amount of such Class of Series
2022-3 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series
2022-3 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and
redemptions of such 144A Global Note. Any endorsement of a 144A Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of the Class of outstanding Series 2022-3 Notes represented thereby shall be made by
the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global
Notes) hereof.
(f) Regulation S Global Notes. Each Class of the Class A/B/C Notes offered and sold on the Series 2022-3
Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2022-3 Restatement 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 with respect to the Class A Notes in Exhibit A-1-2 to the Original Series 2022-3 Supplement,
with respect to the Class B Notes in Exhibit A-2-2 to the Original Series 2022-3 Supplement, with respect to the Class C Notes in
Exhibit A-3-2 to the Original Series 2022-3 Supplement, and with respect to the Restatement Date Class D Notes in Exhibit A-4-
2 to this Series 2022-5 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with
BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear
and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal amount of the Regulation S Global
Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in
connection with a corresponding decrease or increase of aggregate principal amount of the corresponding 144A Global Notes, as
hereinafter provided. Each Regulation S Global Note shall represent such of the outstanding principal amount of the related
Class of Series 2022- 3 Notes as shall be specified in the schedule attached thereto and each shall provide that it shall represent
the aggregate principal amount of such Class of Series 2022-3 Notes from time to time endorsed thereon and that the aggregate
principal amount of such Class of outstanding Series 2022-3 Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges and redemptions of such Regulation S Global Note. Any endorsement of a
Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of
outstanding Series 2022-3 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF
III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes ) hereof.
Section 2.2 Transfer Restrictions for Global Notes.
(a) A 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 2.2(a) (Transfer Restrictions for Global Notes ) shall not prohibit any
transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the corresponding
Global Note in accordance with Section 2.8 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of
a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.2 (Transfer Restrictions
for Global Notes).
(b) The transfer by a Note Owner holding a beneficial interest in a 144A Global Note to a Person who wishes to
take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed representation
of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) 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 III 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 Note Owner holding a beneficial interest in a 144A Global Note wishes at any time to exchange its
interest in such 144A Global Note for an interest in the corresponding 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 a 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 2.2(c)
(Transfer Restrictions for Global Notes ). 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 144A Global Note to be so exchanged or transferred, (ii) a written
order from HVF III 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 E-1 hereto given by the applicable
Note Owner holding such beneficial interest in such 144A Global Note, the Registrar shall instruct BNY, as custodian of DTC,
to reduce the principal amount of the applicable 144A Global Note, and to increase the principal amount of the applicable
Regulation S Global Note, by the principal amount of the beneficial interest in such 144A 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 such Regulation S
Global Note having a principal amount equal to the amount by which the principal amount of such 144A Global Note was
reduced upon such exchange or transfer.
(d) If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to exchange
its interest in such Regulation S Global Note for an interest in the corresponding 144A 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 corresponding 144A Global Note, such
exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this
Section 2.2(d) (Transfer Restrictions for Global Notes ). 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 such 144A Global Note
in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred,
(ii) a written order from HVF III 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 E-2 hereto given by
such Note Owner, as applicable, holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct
BNY, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note and to increase the principal
amount of such 144A Global Note, by the principal amount of the beneficial interest in such Regulation S 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 such 144A Global Note having a principal amount
equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such exchange or
transfer.
(e) The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and
the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and
the “Customer Handbook” of Clearstream (collectively, the “Applicable Procedures”) shall be applicable to transfers of
beneficial interests in the Class A Notes, the
Class B Notes, the Class C Notes and the Class D Notes which are in the form of Class A Global Notes, Class B Global Notes,
Class C Global Notes or Class D Global Notes, respectively.
(f) The Class A/B/C/D Notes represented by 144A 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 STATE SECURITIES LAWS. THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING III LLC (“ HVF
III”), (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
RULE144A (A “ QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF III,
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.
(g) The Class A/B/C/D Notes represented by 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. 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 III LLC (“HVF III”) 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 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.
(h) All Class A/B/C/D Notes represented by Global Notes shall bear the following
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 THE
ISSUER 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.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A
BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT
ANY TIME HELD BY THE ISSUER OR ANY OTHER PERSON TREATED AS THE ISSUER FOR U.S.
FEDERAL INCOME TAX PURPOSES) AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.
(i) All Class A/B/C Notes represented by Global Notes shall bear the following
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT
(AND SHALL BE DEEMED TO REPRESENT) THAT EITHER (I) IT IS NOT AND IS NOT ACTING ON
BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”) OR (D) ANY GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT
IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
(“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY
SUCH PLAN, OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH
NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE (OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW).
IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT
PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ
VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR
RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF
ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT
OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND ANY
COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR
RESPECTIVE AFFILIATES TO ANY PROSPECTIVE TRANSFEREE OF THE NOTES IS RENDERED
SOLELY IN ITS CAPACITY AS THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY
SUCH PROSPECTIVE TRANSFEREE.
(j) The Class D Notes shall bear the following legend:
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST THEREIN MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT IT IS NOT AND IS NOT ACTING
ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY(WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”), AND IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN
THAT IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS
SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL
REVENUE CODE (“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
ASSETS OF ANY SUCH PLAN, ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE A NON-EXEMPT
VIOLATION OF ANY APPLICABLE SIMILAR LAW.
(k) The required legends set forth above shall not be removed from the applicable Class A Notes, Class B Notes,
Class C Notes or Class D 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 III and the Registrar such satisfactory evidence, which may include an Opinion of
Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Class A Note, Class B Note, Class C Notes or Class D Note, as applicable, will not
violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, HVF III shall deliver to
the Trustee an Opinion of Counsel stating that all conditions precedent to such legend removal have been complied with, and the
Trustee at the direction of HVF III shall authenticate and deliver in exchange for such Restricted Note a Class A Note, Class B
Note, Class C Note or Class D Note or Class A Notes, Class B Notes, Class C Notes or Class D Notes, as applicable, 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 A Note, Class B Note, Class C Note or Class D Note as provided above, no other Note issued in exchange
for all or any part of such Class A Note, Class B Note, Class C Note or Class D Note, as applicable, shall bear such legend,
unless HVF III has reasonable cause to believe that such other Class A Note, Class B Note, Class C Note or Class D Note, as
applicable, is a “restricted security” within the meaning of Rule 144A under the Securities Act and instructs the Trustee to cause
a legend to appear thereon.
(l) The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person shall be
made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to
represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any interest therein)
for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (C)
any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the
entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA) or
(D) any governmental, church, non-U.S. or other plan that is subject to any non-U.S. federal, state or local law that is
substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or any entity whose underlying assets
include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such Class A/B/C Notes
(or any interest therein) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or result in a non-exempt violation of any Similar Law.
(m) The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person shall be
made upon the representation of the transferee (and, for the avoidance of doubt,
each such transferee shall be deemed to represent) that such transferee is not and is not acting on behalf of, or using the assets of
(A) an “employee benefit plan” (as defined in Section 3(3) of ERISA), that is subject to Title I of ERISA, (B) a “plan”(as defined
in Section 4975(e)(1) of the Code), that is subject to Section 4975 of the Code, or (C) an entity whose underlying assets include
“plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of
Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA), and if it is a governmental, church, non-U.S.
or other plan that is subject to any Similar Law or an entity whose underlying assets include assets of any such plan, its
acquisition and holding of such Class D Notes or any interest therein will not constitute a violation of any applicable Similar
Laws.
(n) Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a Global Note will
be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class A/B/C/D Note for
its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes and not for distribution
in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class A/B/C/D Note and has
such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of
purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not purchasing for the
account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is acquiring such Class
A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S.
Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in
the Class A/B/C/D Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes
shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the
Base Indenture.
Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2022-3 Notes shall be due and payable on the
Legal Final Payment Date.
Section 2.5 Required Series Noteholders. In accordance with Section 2.3 ( Series Supplement for each Series of Notes ) of
the Base Indenture, the Majority Series 2022-3 Noteholders shall be the “Required Series Noteholders” with respect to the Series
2022-3 Notes.
Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest
in the Class A/B/C/D Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture:
(a) Each Series 2022-3 Noteholder (and any Note Owner of any Series 2022-3 Note) will be required to (i)
provide HVF III, the Trustee and their respective agents with any correct, completeand accurate information that may be
required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to comply
with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents deem
necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii) promptly
upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. Each
such holder agrees, or by acquiring such Series 2022-3 Note or an interest in such Series 2022-3 Note will be deemed to agree,
that HVF III may provide such information and any other information regarding its investment in such Series 2022-3 Notes to
the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law. Each Series 2022-
3 Noteholder and Note Owner of any Series 2022-3 Notes also acknowledges that the failure to provide information requested in
connection with FATCA may cause HVF III to withhold on payments to such Series 2022-3 Noteholder (or Note Owner of such
Series 2022-3 Notes) in accordance with applicable law. Any amounts withheld in order to comply with FATCA will not be
grossed up and will be deemed to have been paid in respect of the relevant Series 2022-3 Notes.
(b) HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts otherwise
distributable to any Series 2022-3 Noteholder sufficient funds for the payment of any such tax that, in their respective sole
discretion, is legally owed or required to be withheld by them,
including in connection with FATCA (but such authorization shall not prevent HVF III from contesting any such tax in
appropriate legal proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such legal
proceedings), and to timely remit such amounts to the appropriate taxing authority. If any Series 2022-3 Noteholder or Note
Owner of a Series 2022-3 Note wishes to apply for a refund of any such withholding tax, HVF III, the Trustee or such other
Paying Agent shall reasonably cooperate with such Person in providing readily available information so long as such Person
agrees to reimburse HVF III, the Trustee or such Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall
impose an obligation, nor relieve any obligation imposed under applicable law, on the part of HVF III, the Trustee or any other
Paying Agent to determine the amount of any tax or withholding obligation on their part or in respect of the Series 2022-3 Notes.
ARTICLE III
INTEREST AND INTEREST RATES
Section 3.1 Interest.
(a) Each Class of Series 2022-3 Notes shall bear interest at the applicable Note Rate for such Class in accordance
with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to such Payment
Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3 (Application of Funds in the
Series 2022-3 Interest Collection Account) are insufficient to pay the Class Interest Amount for any Class for any Payment Date,
payments of such Class Interest Amount to the Noteholders of such Class will be reduced by the amount of such insufficiency
(the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class Deficiency Amount”), and interest shall
accrue on any such Class Deficiency Amount at the applicable Note Rate in accordance with the definition of Class Interest
Amount.
ARTICLE IV
SERIES-SPECIFIC COLLATERAL
Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2022-3 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2022-3
Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired):
(a) each Series 2022-3 Account, including any security entitlement with respect to Financial Assets credited
thereto, all funds, Financial Assets or other assets on deposit in each Series 2022-3 Account from time to time;
(b) all certificates and instruments, if any, representing or evidencing any or all of each Series 2022-3 Account,
the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time;
(c) all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each Series
2022-3 Account, the items in the foregoing clauses (a) and (b) and this clause (c) with respect to such Series 2022-3 Account
are referred to, collectively, as the “Series 2022-3 Account Collateral”);
(d) each Class A/B/C/D Demand Note, including all certificates and instruments, if any, representing or
evidencing each Class A/B/C/D Demand Note; and
(e) all Proceeds of any of the foregoing.
Section 4.2 Series 2022-3 Accounts . With respect to the Series 2022-3 Notes only, the following shall apply:
(a) Establishment of Series 2022-3 Accounts .
(i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-3 Noteholders three securities accounts: the Series 2022-3
Principal Collection Account (such account, the “Series 2022-3 Principal Collection Account ”), the Series 2022-3
Interest Collection Account (such account, the “Series 2022-3 Interest Collection Account ”) and the Class A/B/C/D
Reserve Account (such account, the “Class A/B/C/D Reserve Account”).
(ii) On or prior to the date of any drawing under a Class A/B/C/D Letter of Credit pursuant to Section 5.6
(Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) or Section 5.8 (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control
of, the Trustee for the benefit of the Series 2022-3 Noteholders the Class A/B/C/D L/C Cash Collateral Account (the
“Class A/B/C/D L/C Cash Collateral Account”).
(iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-3 Noteholders the Series 2022-3 Distribution Account (the
“Series 2022-3 Distribution Account ”, and together with the Series 2022-3 Principal Collection Account, the Series
2022-3 Interest Collection Account, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account, the “Series 2022-3 Accounts”).
(b) Series 2022-3 Account Criteria .
(i) Each Series 2022-3 Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2022-3 Noteholders.
(ii) Each Series 2022-3 Account shall be an Eligible Account. If any Series 2022-3 Account is at any time no
longer an Eligible Account, HVF III shall, within ten (10) Business Days of an Authorized Officer of HVF III obtaining
actual knowledge that such Series 2022-3 Account is no longer an Eligible Account, establish a new Series 2022-3
Account for such non-qualifying Series 2022-3 Account that is an Eligible Account, and if a new Series 2022-3 Account
is so established, HVF III shall instruct the Trustee in writing to transfer all cash and investments from such non-
qualifying Series 2022-3 Account into such new Series 2022-3 Account. Initially, each of the Series 2022-3 Accounts
will be established with The Bank of New York Mellon.
(c) Administration of the Series 2022-3 Accounts .
(i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2022-3
Account (other than the Series 2022-3 Distribution Account) to invest funds on deposit in such Series 2022-3 Account
from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted
Investments shall be credited to the applicable Series 2022-3 Account; provided, however, that:
A. any such investment in the Class A/B/C/D Reserve 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 Class A/B/C/D Reserve Account); and
B. any such investment in the Series 2022-3 Principal Collection Account, the Series 2022-3 Interest
Collection Account or the Class A/B/C/D L/C Cash Collateral Account shall mature not later than the Business
Day prior to the first Payment Date following the date on which such investment was made, unless in any such
case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment
Date so long as such funds shall be available for withdrawal on such Payment Date.
(ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such
Permitted Investment.
(iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2022-3
Accounts shall remain uninvested.
(d) Earnings from Series 2022-3 Accounts . With respect to each Series 2022-3 Account, all interest
and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to
Financial Assets credited to such Series 2022-3 Account shall be deemed to be on deposit therein and available for distribution
unless previously distributed pursuant to the terms hereof.
(e) Termination of Series 2022-3 Accounts .
(i) On or after the date on which the Series 2022-3 Notes are fully paid, the Trustee, acting in accordance with
the written instructions of HVF III, shall withdraw from each Series 2022-3 Account (other than the Class A/B/C/D L/C
Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III.
(ii) Upon the termination of this Series 2022-3 Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series
2022-3 Noteholders and payable from the Class A/B/C/D L/C Cash Collateral Account as provided herein, shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account all amounts on deposit therein and shall pay such
amounts:
A . first, pro rata to the Class A/B/C/D Letter of Credit Providers, to the extent that there are
unreimbursed Class A/B/C/D Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers,
for application in accordance with the provisions of the respective Class A/B/C/D Letters of Credit, and
B . second, to HVF III any remaining amounts. Section 4.3 Trustee as
Securities Intermediary.
(a) With respect to each Series 2022-3 Account, the Trustee or other Person maintaining such Series
2022-3 Account shall be the “securities intermediary” (as defined in Section 8- 102(a)(14) of the New York UCC and a
“bank” (as defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “ Securities Intermediary”) with
respect to such Series 2022-3 Account. If the Securities Intermediary in respect of any Series 2022-3 Account is not the
Trustee, HVF III shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in
this Section 4.3 (Trustee as Securities Intermediary).
(b) The Securities Intermediary agrees that:
(i) The Series 2022-3 Accounts are accounts to which Financial Assets will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Series 2022-3 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 2022-3 Account be registered in the name of HVF III, payable to the order of HVF
III or specially endorsed to HVF III;
(iii) All property delivered to the Securities Intermediary pursuant to this Series 2022- 3 Supplement and all
Permitted Investments thereof will be promptly credited to the appropriate Series 2022-3 Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series
2022-3 Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing
transfer or redemption of any Financial Asset relating to the Series 2022- 3 Accounts or any instruction with respect to
the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction
without further consent by HVF III or Administrator;
(vi) The Series 2022-3 Accounts shall be governed by the laws of the State of New York, regardless of any
provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities
Intermediary’s jurisdiction (within the meaning of
Section 9-304 and Section 8110 of the New York UCC) and the Series 2022-3 Accounts (as well as the securities
entitlements related thereto) shall be governed by the laws of the State of New York;
(vii) The Securities Intermediary has not entered into, and until termination of this Series 2022-3 Supplement,
will not enter into, any agreement with any other Person relating to the Series 2022-3 Accounts and/or any Financial
Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the
meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered
into, and until the termination of this Series 2022-3 Supplement will not enter into, any agreement with HVF III
purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or
instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v) (Trustee as
Securities Intermediary); and
(viii) Except for the claims and interest of the Trustee and HVF III in the Series 2022-3 Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2022-3 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 2022-3 Account or in any Financial Asset carried therein, the Securities Intermediary will
promptly notify the Trustee, the Administrator and HVF III thereof.
(c) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series
2022-3 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders (within the
meaning of Section 9-304 and Section 8110 of the New York UCC) in respect of the Series 2022-3 Accounts.
(d) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2022-3 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1)
of the New York UCC, with respect to any Series 2022-3 Account, the Securities Intermediary may satisfy the duty in Section 8-
504(a) of the New York UCC with respect to any cash credited to such Series 2022-3 Account by crediting such Series 2022-3
Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such
cash.
(e) Notwithstanding anything in Section 4.1 (Granting Clause) , Section 4.2 (Series 2022-3 Accounts) or this
Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2022-3 Account and any credit
balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in
Section 9-102(a)(8) of the New York UCC) if such Series 2022-3 Account is deemed not to constitute a securities account.
Section 4.4 Demand Notes.
Noteholders, shall be the only Person authorized to make a demand for payment on any Class A/B/C/D Demand Note.
( a ) Trustee Authorized to Make Demands . The Trustee, for the benefit of the Series 2022-3
(b) Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by
the Trustee pursuant to Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ), HVF III shall not
reduce the amount of any Class A/B/C/D Demand Note or forgive amounts payable thereunder so that the aggregate undrawn
principal amount of the Class A/B/C/D Demand Notes after such forgiveness or reduction is less than the greater of (i) the
Class A/B/C/D Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to
0.50% of the Class A/B/C/D Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a
reduction or forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Demand Notes) or an
increase in the stated amount of any Class A/B/C/D Demand Note, HVF III shall not agree to any amendment of any Class
A/B/C/D Demand Note without first obtaining the prior written consent of the Majority Series 2022-3 Controlling Class.
Section 4.5 Subordination. The Series-Specific 2022-3 Collateral has been pledged to the Trustee to secure the Series
2022-3 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2022-3 Collateral and each Class
A/B/C/D Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2022-3 Notes, and no
Noteholder of any Series of Notes other than the Series 2022-3 Notes will have any right, title or interest in, to or under the
Series-Specific 2022-3 Collateral or any Class A/B/C/D Letter of Credit. For the avoidance of doubt, if it is determined that the
Series 2022-3 Noteholders have any right, title or interest in, to or under the Series-Specific Collateral with respect to any Series
of Notes other than Series 2022-3 Notes, then the Series 2022-3 Noteholders agree that their right, title and interest in, to or
under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to
such other Series of Notes, and in such case, this Series 2022-3 Supplement shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.
Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2022-3
Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the
Series-Specific 2022-3 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2022-3
Collateral now existing or hereafter created.
Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
ARTICLE V
PRIORITY OF PAYMENTS
Section 5.1 [Reserved].
Section 5.2 Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2022-3 Deposit
Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2022-3 Deposit Date, the Trustee shall apply, all
amounts deposited into the Collection Account on such date as follows:
(a) first, withdraw the Series 2022-3 Daily Interest Allocation, if any, for such date from the Collection
Account and deposit such amount in the Series 2022-3 Interest Collection Account; and
Collection Account and deposit such amount into the Series 2022-3 Principal Collection Account.
( b ) second, withdraw the Series 2022-3 Daily Principal Allocation, if any, for such date from the
Section 5.3 Application of Funds in the Series 2022-3 Interest Collection Account . Subject to the Past Due Rental
Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the
Trustee shall apply, all amounts then on deposit in the Series 2022-3 Interest Collection Account (after giving effect to all
deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2022-3 Principal Collection Account ), 5.5 (Class
A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as follows
(and in each case only to the extent of funds available in the Series 2022-3 Interest Collection Account):
Capped Administrator Fee Amount with respect to such Payment Date;
(a) first, to the Series 2022-3 Distribution Account to pay to the Administrator the Series 2022-3
( b ) second, to the Series 2022-3 Distribution Account to pay the Trustee the Series 2022-3 Capped
Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the
continuation of an Amortization Event, at the direction of the Majority Series 2022-3 Noteholders, the Series 2022-3
Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority
Series 2022-3 Noteholders and the Trustee;
( c ) third, to the Series 2022-3 Distribution Account to pay the Persons to whom the Series 2022-3
Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022- 3 Capped Operating Expense Amounts owing to such Persons on
such Payment Date;
( d ) fourth, to the Series 2022-3 Distribution Account to pay the Class A Noteholders on a pro rata
basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect
to such Payment Date;
(e) fifth, to the Series 2022-3 Distribution Account to pay the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such
Payment Date;
(f) sixth, to the Series 2022-3 Distribution Account to pay the Class C Noteholders on a pro rata basis
(based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such
Payment Date;
( g ) seventh, to the Series 2022-3 Distribution Account to pay the Class D Noteholders on a pro rata
basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect
to such Payment Date;
(h) eighth, if the Class E Notes have been issued as of such date, then to the Series 2022-3 Distribution
Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E
Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date;
(i) ninth, during the Series 2022-3 Revolving Period, other than on any such Payment Date on which a
withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D Reserve Account Withdrawals ), for deposit to the
Class A/B/C/D Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any,
and second, for deposit to the Class E Notes reserve account (if any) in an amount equal to the Class E Notes reserve
account deficiency amount, if any, in each case for such date (calculated after giving effect to any withdrawals from the
Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals));
( j ) tenth, to the Series 2022-3 Distribution Account to pay to the Administrator the Series 2022-3
Excess Administrator Fee Amount with respect to such Payment Date;
Trustee Fee Amount with respect to such Payment Date;
(k) eleventh, to the Series 2022-3 Distribution Account to pay to the Trustee the Series 2022-3 Excess
( l ) twelfth, to the Series 2022-3 Distribution Account to pay the Persons to whom the Series 2022-3
Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022-3 Excess Operating Expense Amounts owing to such Persons on
such Payment Date;
(m) thirteenth, during the Series 2022-3 Rapid Amortization Period, for deposit into the Series 2022-3
Principal Collection Account up to the amount necessary to pay the Series 2022-3 Notes in full; and
(n) fourteenth, for deposit into the Series 2022-3 Principal Collection Account any remaining amount.
Section 5.4 Application of Funds in the Series 2022-3 Principal Collection Account . Subject to the Past Due Rental
Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF
III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the
Series 2022-3 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5
(Class A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as
follows (and in each case only to the extent of funds available in the Series 2022-3 Principal Collection Account on such date):
Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;
( a ) first, if such date is a Payment Date, then for deposit into the Series 2022- 3 Interest Collection
( b ) second, during the Series 2022-3 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any, for such date (calculated
after giving effect to any withdrawals from the Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) and deposits to the Class A/B/C/D Reserve Account on such date pursuant to Section 5.3
(Application of Funds in the Series 2022-3 Interest Collection Account ));
(c) third, if such date is a Redemption Date with respect to any Class of Series 2022-3 Notes, then for
deposit into the Series 2022-3 Distribution Account to be paid on such date, pro rata, to all Noteholders of such Class to
the extent necessary to pay the Principal Amount of such Class, all accrued Class Interest Amount for such Class through
the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption
Date;
( d ) fourth, if such date is a Payment Date during the Series 2022-3 Controlled Amortization Period,
then for deposit into the Series 2022-3 Distribution Account to be paid on such date (i) first, pro rata, to all Class A
Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class A Notes
on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class
C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes
on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, if the Class E
Notes have been issued, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled
Distribution Amount with respect to the Class E Notes on such Payment Date;
(e) fifth, during the Series 2022-3 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for deposit into the Series
2022-3 Distribution Account to be paid on the Payment Date immediately succeeding such deposit date (a) first, pro
rata, to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, and (ii) if
such date is after a Determination Date and on or prior to the Payment Date immediately succeeding such Determination
Date, then for deposit into the Series 2022-3 Distribution Account to be paid on the second Payment Date immediately
succeeding such deposit date (a) first, pro rata, to all Class A Noteholders to the extent necessary to pay the Class A
Principal Amount with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay
the Class B Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent
necessary to pay the Class C Principal Amount with respect to such date, (d) fourth, pro rata, to all Class D Noteholders
to the extent necessary to pay the Class D Principal Amount with respect to such date and (e) fifth, if the Class E Notes
have been issued as of such date, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E
Principal Amount with respect to such date;
( f ) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be
paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under
the Base Indenture, in each case to the extent that no Potential Amortization Event with respect to the Series 2022-3
Notes exists as of such date or would occur as a result of such application; and
release to HVF III, will remain on deposit in the Series 2022-3 Principal Collection Account.
( g ) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for
Section 5.5 Class A/B/C/D Reserve Account Withdrawals . On each Payment Date, HVF III shall direct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all
amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the
Series 2022-3 Interest Collection Account) and 5.4 (Application of Funds in the Series 2022-3 Principal Collection Account )) in
the Class A/B/C/D Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D
Reserve Account):
(a) first, to the Series 2022-3 Interest Collection Account an amount equal to the excess, if any, of the
Series 2022-3 Payment Date Interest Amount for such Payment Date over the Series 2022-3 Payment Date Available
Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the
Class A/B/C/D Available Reserve Account Amount on such Payment Date, the “ Class A/B/C/D Reserve Account
Interest Withdrawal Shortfall”);
(b) second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment Date,
then to the Series 2022-3 Principal Collection Account an amount equal to such Class A/B/C/D Principal Deficit
Amount; and
( c ) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series
2022-3 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D Reserve Account
pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D Principal Amount in
full on such Legal Final Payment Date, then to the Series 2022-3 Principal Collection Account, an amount equal to such
insufficiency; provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written
direction on such date.
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes.
(a) Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D Letters of Credit. If
HVF III determines on any Payment Date that there exists a Class A/B/C/D Reserve Account Interest Withdrawal Shortfall with
respect to such Payment Date, then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D Letters of Credit,
if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the
Trustee, by 12:00 noon (New York City time) on such Payment Date, shall draw an amount, as set forth in such notice, equal to
the least of (i) such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the Class A/B/C/D Letter of Credit
Liquidity Amount as of such Payment Date and (iii) the Series 2022-3 Lease Interest Payment Deficit for such Payment Date, by
presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Credit
Demand on the Class A/B/C/D Letters of Credit; provided, that if the Class A/B/C/D L/C Cash Collateral Account has been
established and funded, then the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account and deposit into
the Series 2022-3 Interest Collection Account an amount as set forth in such notice equal to the lesser of (1) the Class A/B/C/D
L/C Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) and (iii) above and
(2) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the
proceeds of any such draw on the Class A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class
A/B/C/D L/C Cash Collateral Account into the Series 2022-3 Interest Collection Account on such Payment Date.
(b) Class A/B/C/D Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on Class
A/B/C/D Letters of Credit. If HVF III determines on any Payment Date that there exists a Series 2022-3 Lease Principal
Payment Deficit that exceeds the amount, if any, withdrawn from the Class A/B/C/D Reserve Account pursuant to Section 5.5(b)
(Class A/B/C/D Reserve Account Withdrawals), then
HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D Letters of Credit, if any, in an amount as set forth in
such notice equal to the least of:
(i) such excess;
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class
A/B/C/D Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)); and
(iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class
A/B/C/D Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D Reserve Account
pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and (y) on the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-3
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2022-3
Supplement (other than this Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and
Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date
for payment of principal of the Class A/B/C/D Notes.
Upon receipt of a notice by the Trustee from HVF III in respect of a Series 2022-3 Lease Principal Payment
Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 noon (New York City
time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the
Class A/B/C/D Letters of Credit by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class
A/B/C/D Certificate of Credit Demand; provided however, that if the Class A/B/C/D L/C Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the
lesser of (x) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice
provided to the Trustee by HVF III and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment
Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters
of Credit and Class A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on
the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the
Class A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account
into the Series 2022-3 Principal Collection Account on such Payment Date.
( c ) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Demand Note. If (A) on any
Determination Date, HVF III determines that the Class A/B/C/D Principal Deficit Amount on the next succeeding Payment Date
(after giving effect to any withdrawals from the Class A/B/C/D Reserve Account on such Payment Date pursuant to Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and any draws on the Class A/B/C/D Letters of Credit on such Payment
Date pursuant to Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) will be greater than zero or
(B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class A/B/C/D Principal
Amount exceeds the amount to be deposited into the Series 2022-3 Distribution Account (together with all amounts to be
deposited therein pursuant to the terms of this Series 2022-3 Supplement (other than this Section 5.6(c) (Class A/B/C/D Letters of
Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D
Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, HVF III shall
instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in
the form of Exhibit B-2 hereto (each a “Class A/B/C/D Demand Notice”) on Hertz for payment under the Class A/B/C/D
Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than the
Legal Final Payment Date, then the excess, if any, of such Class A/B/C/D Principal Deficit Amount over the amount to be
deposited into the Series 2022-3 Principal Collection Account in accordance with Section 5.5(b) (Class A/B/C/D Reserve
Account Withdrawals) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and (y) on the
Determination Date related to the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-3 Distribution
Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2022-3 Supplement (other than
this Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date for
payment of principal of the Class A/B/C/D Notes, and (ii) the principal amount of the Class A/B/C/D Demand Note. The Trustee
shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Class
A/B/C/D Demand Notice to Hertz; provided however, that if 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 sixty (60) consecutive days) with respect to Hertz shall have
occurred and be continuing, the Trustee shall not be required to deliver such Class A/B/C/D Demand Notice to Hertz. The
Trustee shall cause the proceeds of any demand on the Class A/B/C/D Demand Note to be deposited into the Series 2022-3
Principal Collection Account.
(d) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Letters of Credit. If (i) the Trustee
shall have delivered a Class A/B/C/D Demand Notice as provided in Section 5.6(c) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2022-3 Distribution Account
the amount specified in such Class A/B/C/D Demand Notice in whole or in part by 12:00 noon (New York City time) on the
Business Day following the making of the Class A/B/C/D Demand Notice, (ii) due to the occurrence of an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60)
consecutive days) with respect to Hertz, the Trustee shall not have delivered such Class A/B/C/D Demand Notice to Hertz, or
(iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D Letters of Credit, if any, by 12:00 noon
(New York City time) on such Business Day in an amount equal to the lesser of:
(i) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, or the amount that the Trustee
failed to demand for payment thereunder or the Preference Amount, as the case may be, and
(ii) the Class A/B/C/D Letter of Credit Amount on such Business Day, in each case by presenting to each Class
A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Unpaid Demand Note
Demand or, in the case of a Preference Amount, a Class A/B/C/D Certificate of Preference Payment Demand; provided
however, that if the Class A/B/C/D L/C Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D
L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii)
immediately above and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Business Day
(after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral
Account into the Series 2022-3 Principal Collection Account on such date.Draws on the Class A/B/C/D Letters of
Credit. If there is more than one Class A/B/C/D Letter of Credit on the date of any draw on the Class A/B/C/D Letters of
Credit pursuant to the terms of this Series 2022-3 Supplement (other than pursuant to Section 5.8(b) (Class A/B/C/D
Letters of Credit and Class A/B/C/D L/C Cash Collateral Account)), then HVF III shall instruct the Trustee, in writing,
to draw on each Class A/B/C/D Letter of Credit an amount equal to the Pro Rata Share for such Class A/B/C/D Letter of
Credit of such draw on such Class A/B/C/D Letter of Credit.
Section 5.7 Past Due Rental Payments. On each Series 2022-3 Deposit Date, HVF III will direct the Trustee in writing,
prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all
Collections then on deposit representing Series 2022-3 Past Due Rent Payments and deposit such amount into the Series 2022-3
Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2022-3 Interest
Collection Account and apply the Series 2022-3 Past Due Rent Payment in the following order:
(i) if the occurrence of the related Series 2022-3 Lease Payment Deficit resulted in one or more Class A/B/C/D
L/C Credit Disbursements being made under any Class A/B/C/D Letters of Credit, then pay to or at the direction of Hertz
for reimbursement to each Class A/B/C/D Letter of Credit Provider who made such a Class A/B/C/D L/C Credit
Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B/C/D Letter of Credit
Provider’s Class A/B/C/D L/C Credit Disbursement and (y) such Class A/B/C/D Letter of Credit Provider’s pro rata
portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D Letter of Credit Provider’s
Class A/B/C/D L/C Credit Disbursement, of the amount of the Series 2022-3 Past Due Rent Payment;
(ii) if the occurrence of such Series 2022-3 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class A/B/C/D L/C Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2022-3 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D L/C Cash Collateral Account on
account of such Series 2022-3 Lease Payment Deficit;
(iii) if the occurrence of such Series 2022-3 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then
deposit in the Class A/B/C/D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2022-3 Past
Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D
Reserve Account Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2022-3 Principal Collection Account.
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account.
(a) Class A/B/C/D Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen (16) Business
Days prior to the then scheduled Class A/B/C/D Letter of Credit Expiration Date with respect to any Class A/B/C/D Letter of
Credit, excluding such Class A/B/C/D Letter of Credit from each calculation in clauses (i) through (iii) immediately below but
taking into account any substitute Class A/B/C/D Letter of Credit that has been obtained from a Class A/B/C/D Eligible Letter of
Credit Provider and is in full force and effect on such date:
(i) the Series 2022-3 Asset Amount would be less than the Series 2022-3 Adjusted Asset Coverage Threshold
Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date);
(ii) the Class A/B/C/D Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from,
the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date); or
(iii) the Class A/B/C/D Letter of Credit Liquidity Amount would be less than the Class A/B/C/D Demand
Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the
Class A/B/C/D L/C Cash Collateral Account on such date);
then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D Letter of Credit
Expiration Date of:
A. the greatest of:
(A) the excess, if any, of the Series 2022-3 Adjusted Asset Coverage Threshold Amount over
the Series 2022-3 Asset Amount, in each case as of such date (after giving effect to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date);
(B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the
Class A/B/C/D Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect
to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date); and
(C) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all
deposits to, and withdrawals from, the Class A/B/C/D L/C Cash Collateral Account on such date);
provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such
date, excluding from such calculation of each amount contained therein such Class A/B/C/D Letter of
Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained
from a Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
B. the amount available to be drawn on such expiring Class A/B/C/D 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 noon (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 noon (New York City time) on the next following Business Day), draw the
lesser of the amounts set forth in clauses (A) and (B) above on such Class A/B/C/D Letter of Credit by presenting a draft
accompanied by a Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination
Disbursements to be deposited into the Class A/B/C/D L/C Cash Collateral Account. If the Trustee does not receive either notice
from HVF III described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D Letter of
Credit Expiration Date, then the Trustee, by 12:00 noon (New York City time) on such Business Day, shall draw the full amount
of such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination
Demand and shall cause the Class A/B/C/D L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D
L/C Cash Collateral Account.
(b) Class A/B/C/D Letter of Credit Provider Downgrades . HVF III shall notify the Trustee in writing within one
(1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any Class A/B/C/D
Letter of Credit Provider has been downgraded such that such Class A/B/C/D Letter of Credit Provider would fail to qualify as a
Class A/B/C/D Eligible Letter of Credit Provider were such Class A/B/C/D Letter of Credit Provider to issue a Class A/B/C/D
Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D Letter of Credit Provider, a “ Class
A/B/C/D Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D Downgrade Event with
respect to any Class A/B/C/D Letter of Credit Provider, or, if such date is not a Business Day, the next succeeding Business Day,
HVF III shall notify the Trustee in writing (the “Class A/B/C/D Downgrade Withdrawal Amount Notice”) on such date of (i) the
greatest of (A) the excess, if any, of the Series 2022-3 Adjusted Asset Coverage Threshold Amount over the Series 2022-3 Asset
Amount, (B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the Class A/B/C/D Adjusted
Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in the case of each of clauses (A) through (C) above, as of such date and excluding
from the calculation of each amount referenced in such clauses such Class A/B/C/D Letter of Credit but taking into account each
substitute Class A/B/C/D Letter of Credit that has been obtained from a Class A/B/C/D Eligible Letter of Credit Provider and is
in full force and effect on such date, and (ii) the amount available to be drawn on such Class A/B/C/D Letter of Credit on such
date (the lesser of such (i) and (ii), the “Class A/B/C/D Downgrade Withdrawal Amount ”). Upon receipt by the Trustee on or
prior to 10:30 a.m. (New York City time) on any Business Day of a Class A/B/C/D Downgrade Withdrawal Amount Notice, the
Trustee, by 12:00 noon (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 noon (New York City time) on the next following Business Day), shall draw on
the Class A/B/C/D Letters of Credit issued by such Class A/B/C/D Letter of Credit Provider in an amount (in the aggregate)
equal to the Class A/B/C/D Downgrade Withdrawal Amount specified in such notice by presenting a draft accompanied by a
Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursement to be
deposited into a Class A/B/C/D L/C Cash Collateral Account.
(c) Reductions in Stated Amounts of the Class A/B/C/D Letters of Credit . If the Trustee receives a written notice
from HVF III, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any Class A/B/C/D
Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the Class A/B/C/D
Letter of Credit Provider who issued such Class A/B/C/D Letter of Credit a Class A/B/C/D Notice of Reduction requesting a
reduction in the stated amount of such Class A/B/C/D Letter of Credit in the amount requested in such notice effective on the
date set forth in such notice; provided, that on such effective date, immediately after giving effect to the requested reduction in
the stated amount of such Class A/B/C/D Letter of Credit, (i) the Class A/B/C/D Adjusted Liquid Enhancement Amount will
equal or exceed the Class A/B/C/D Required Liquid Enhancement Amount, (ii) the Class A/B/C/D Letter of Credit Liquidity
Amount will equal or exceed the Class A/B/C/D Demand Note Payment Amount and (iii) no Aggregate Asset Amount
Deficiency will exist immediately after giving effect to such reduction.
(d) Class A/B/C/D L/C Cash Collateral Account Surpluses and Class A/B/C/D Reserve Account Surpluses.
(i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the
written instructions of HVF III, shall, withdraw from the Class A/B/C/D Reserve Account an amount equal to the Class
A/B/C/D Reserve Account Surplus, if any, and pay such Class A/B/C/D Reserve Account Surplus to HVF III.
(ii) On each Payment Date on which there is a Class A/B/C/D L/C Cash Collateral Account Surplus, HVF III
may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to
the limitations set forth in this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account), withdraw the amount specified by HVF III from the Class A/B/C/D L/C Cash Collateral Account specified by
HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D L/C Cash
Collateral Account shall be limited to the least of (a) the Class A/B/C/D Available L/C Cash Collateral Account Amount
on such Payment Date, (b) the Class A/B/C/D L/C Cash Collateral Account Surplus on such Payment Date and (c) the
excess, if any, of the Class A/B/C/D Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D
Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D L/C Cash
Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash
Collateral Account) shall be paid:
first, to the Class A/B/C/D Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D
Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers in respect of the Class A/B/C/D
Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D Letters of
Credit, and
second, to HVF III, any remaining amounts.
Section 5.9 Certain Instructions to the Trustee.
(a) If on any date the Class A/B/C/D Principal Deficit Amount is greater than zero or HVF III determines that
there exists a Series 2022-3 Lease Principal Payment Deficit, then HVF III shall promptly provide written notice thereof to the
Trustee.
(b) On or before 10:00 a.m. (New York City time) on each Payment Date, HVF III shall notify the Trustee of the
amount of any Series 2022-3 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto (each a “Lease
Payment Deficit Notice”).
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment . If HVF III fails to give notice or
instructions to make any payment from or deposit into the Collection Account or any Series 2022-3 Account required to be given
by HVF III, at the time specified herein or in any other Series 2022-3 Related Document (including applicable grace periods),
the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2022-3 Account without such
notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, 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 Series 2022-3 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall
deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to
give instructions to draw on any Class A/B/C/D Letters of Credit with respect to a Class of Series 2022-3 Notes required to be
given by HVF III, at the time specified in this Series 2022-3 Supplement, the Trustee shall draw on such Class A/B/C/D Letters
of Credit with respect to such Class of Series 2022-3 Notes without such instruction from HVF III; provided, that HVF III, upon
request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such
Class A/B/C/D Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS
Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and
warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties):
(a) HVF III. HVF III represents and warrants that each of its representations and warranties in the Series 2022-3
Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date) and further represents and warrants, in each case
for the benefit of the Trustee and the Series 2022-3 Noteholders, that:
(i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2022-3
Notes, is continuing; and
(ii) on the Series 2022-3 Closing Date, HVF III has furnished to the Trustee copies of all Series 2022-3
Related Documents to which it is a party as of the Series 2022-3 Closing Date, all of which are in full force and effect as
of the Series 2022-3 Closing Date.
(b) Administrator. The Administrator represents and warrants that each representation and warranty made by it in
each Series 2022-3 Related Document, is true and correct in all material respects as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).
Section 6.2 Covenants. Each of HVF III and the Administrator each severally covenants and agrees that, until
the Series 2022-3 Notes have been paid in full, it will:
(a) Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and negative) and
obligations under each Series 2022-3 Related Document to which it is a party.
(b) Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2022-3 Notes to be (x) 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) or (y) loaned to others for the purpose of purchasing or carrying any margin
stock or (ii) amounts owed with respect to the Series 2022-3 Notes to be secured, directly or indirectly, by any margin stock.
(c) Series 2022-3 Third-Party Market Value Procedures . Comply with the Series 2022-3 Third-Party Market
Value Procedures in all material respects.
(d) [Reserved].
(e) Noteholder Statement AUP. On or prior to the Payment Date occurring in July 2023 and in July of each
subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent consultants
(which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report addressed to the
Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents and records relating
to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported upon by such firm of
independent certified public accountants or independent consultants shall be those determined by the Administrator in its sole
and absolute discretion.
(f) Financial Statements and Other Reporting. Solely with respect to HVF III, furnish or cause to be furnished to
each Series 2022-3 Noteholder:
(i) commencing on the Series 2022-3 Closing Date, within 120 days after the end of each of Hertz’s fiscal
years, copies of the Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements contained in such an
Annual Report if Hertz were a reporting company, including consolidated financial statements consisting of a balance
sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’
equity and cash flows of Hertz 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 Hertz; and
(ii) commencing on the Series 2022-3 Closing Date, within sixty (60) days after the end of each of the first
three quarters of each of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC
or, if Hertz is not a reporting company, information equivalent to that which would be required to be included in the
financial statements contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such
quarter and statements of income, stockholders’ equity and cash flows of Hertz 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 Hertz as having been prepared in accordance with GAAP.
The financial data that shall be delivered to the Series 2022-3 Noteholders pursuant to the foregoing paragraphs (i) and
(ii) shall be prepared in conformity with GAAP.
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), 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 such Hertz’s accountants not being “independent” (as defined pursuant to the
Exchange Act and the rules and regulations of the SEC thereunder), HVF III, in lieu of furnishing or causing to be furnished the
information, documents and reports so required to be furnished, may 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 HVF III shall in any event be required to furnish or cause to be
furnished 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
Article VI (Representations and Warranties; Covenants; Closing Conditions ).
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), HVF III’s obligations to furnish or cause to be furnished any documents, reports, notices or other information
pursuant to this Article VI (Representations and Warranties; Covenants; Closing Conditions ) shall be deemed satisfied with
respect to such documents, reports, notices or other information upon (i) the same (or hyperlinks to the same) having been
posted on Hertz’s website (or such other website address as HVF III may specify by written notice to the Trustee from time to
time) or (ii) the same (or hyperlinks to same) having been posted on Hertz’s behalf on an internet or intranet website to which
the Series 2022-3 Noteholders have access (whether a commercial, government (including, without limitation, EDGAR) or third-
party website or whether sponsored by or on behalf of the Series 2022-3 Noteholders). With respect to any documents, reports,
notices or other information electronically furnished in accordance with the preceding sentence, such documents, reports, notices
or
other information shall be deemed furnished on the date posted in accordance with clause (i) or (ii), as the case may be, of the
preceding sentence.
Section 6.3 Closing Conditions. The effectiveness of this Series 2022-3 Supplement is subject to the conditions
precedent set forth in Section 2.3 (Series Supplement for each Series of Notes ) of the Base Indenture.
Section 6.4 Further Assurances.
(a) HVF III shall do such further acts and things, and execute and deliver to the Trustee such additional
assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in
the Series-Specific 2022-3 Collateral on behalf of the Series 2022-3 Noteholders as a perfected security interest subject to no
prior Liens (other than Series 2022-3 Permitted Liens) and to carry into effect the purposes of this Series 2022-3 Supplement or
the other Series 2022-3 Related Documents or to better assure and confirm unto the Trustee or the Series 2022-3 Noteholders
their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements, continuation
statements and amendments thereto necessary to achieve the foregoing. If HVF III fails to perform any of its agreements or
obligations under this Section 6.4(a) (Further Assurances), the Trustee shall, at the direction of the Majority Series 2022-3
Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in connection therewith shall
be payable by HVF III upon the Trustee’s demand therefor. The Trustee is hereby authorized to execute and file any financing
statements, continuation statements or other instruments necessary or appropriate to perfect or maintain the perfection of the
Trustee’s security interest in the Series-Specific 2022-3 Collateral.
(b) Unless otherwise specified in this Series 2022-3 Supplement, if any amount payable under or in connection
with any of the Series-Specific 2022-3 Collateral shall be or become evidenced by any promissory note, chattel paper or other
instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and physically
delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected,
be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
(c) HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific 2022-3
Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series 2022-3
Noteholders, against the claims and demands of all Persons whomsoever.
(d) On or before March 31 of each calendar year, commencing with March 31, 2023, HVF III shall furnish to the
Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Series 2022-3 Supplement, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any financing statements, continuation statements and
amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this Series 2022-3
Supplement in the Series-Specific 2022-3 Collateral and reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall
also describe the recording, filing, re- recording and refiling of this Series 2022-3 Supplement, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any financing statements, continuation statements and
amendments thereto that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security
interest of this Series 2022-3 Supplement in the Series-Specific 2022- 3 Collateral until March 31 in the following calendar year.
ARTICLE VII
AMORTIZATION EVENTS
Section 7.1 Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-3 Notes is not paid in full on or prior to the Expected Final
Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than
principal) payable in respect of, the Series 2022-3 Notes when due and payable and such default continues for a period of five (5)
consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5)
consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive
Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any
Series 2022-3 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account)
shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of
Series 2022-3 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than
any Lien described in clause (iii) of the definition of Series 2022-3 Permitted Liens) or (ii) other than as a result of a Series 2022-
3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve
Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and
during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve
Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash
Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the
definition of Series 2022-3 Permitted Liens) or (ii) other than as a result of a Series 2022-3 Permitted Lien, the Trustee fails to
have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF
III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class
A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral
Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-3 Permitted Lien, the Trustee shall for any reason cease to have a valid
and perfected first priority security interest in the Series 2022-3 Collateral (other than the Class A/B/C/D Reserve Account
Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any
Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such
assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue
Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to
make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series
2022-3 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30)
consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-3 Related Documents or any material portion thereof shall cease, for any reason, to be
in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise
expressly permitted in the Series 2022-3 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the
foregoing in writing and such
written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written
assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a
result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver,
supplement, modification, amendment or other action not prohibited by the Series 2022-3 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-3 Related Document
and the failure to so comply materially and adversely affects the interests of the Series 2022-3 Noteholders and continues to
materially and adversely affect the interests of the Series 2022-3 Noteholders for a period of thirty (30) consecutive days after the
earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III
and the Trustee by the Majority Series 2022-3 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-3 Related Document is false and such false
representation materially and adversely affects the interests of the Series 2022-3 Noteholders and the event or condition that
caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on
which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to
HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-3 Controlling Class.
Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with
respect to the Series 2022-3 Notes will immediately occur without any notice or other action on the part of the Trustee or
any Series 2022-3 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is
continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-3 Controlling Class may,
by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-3
Notes has occurred as of the date of the notice.
An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-3 Notes
described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority
Series 2022-3 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with
respect to the Series 2022-3 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the
written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders
holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C
Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential
Amortization Event.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2022-3 Notes, if the
event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure,
waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every
purpose under the Series 2022-3 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base
Indenture applicable to all Series of Notes.
ARTICLE VIII
SUBORDINATION OF NOTES
Section 8.1 Subordination of Class B Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-3 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-3 Principal Collection Account ), no payments on account
of interest with respect to the Class B Notes shall be made
on any Payment Date until all payments of interest then due and payable with respect to the Class A Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts and all interest accrued on such Class A
Deficiency Amounts) have been paid in full, and during the Series 2022-3 Controlled Amortization Period no payments of
principal of Class B Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A
Notes has been paid in full and during the Series 2022-3 Rapid Amortization Period, no payments of principal of the Class B
Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes has been paid in full.
Section 8.2 Subordination of Class C Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-3 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-3 Principal Collection Account ), no payments on account
of interest with respect to the Class C Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes and the Class B Notes on such Payment Date (including, without limitation, all
accrued interest, all Class A Deficiency Amounts and all Class B Deficiency Amounts and all interest accrued on such Class A
Deficiency Amounts and Class B Deficiency Amounts) have been paid in full, and during the Series 2022- 3 Controlled
Amortization Period, no payments of principal with respect to the Class C Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes and Class B Notes have been paid in full and during the Series
2022-3 Rapid Amortization Period, no payments of principal of Class C Notes will be made unless and until the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes has been paid in full.
Section 8.3 Subordination of Class D Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-3 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-3 Principal Collection Account ), no payments on account
of interest with respect to the Class D Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date (including, without
limitation, all accrued interest, all Class A Deficiency Amounts, Class B Deficiency Amounts and all Class C Deficiency
Amounts and all interest accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts and Class C Deficiency
Amounts) have been paid in full, and during the Series 2022-3 Controlled Amortization Period no payments of principal of Class
D Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes, Class B Notes
and Class C Notes have been paid in full and during the Series 2022-3 Rapid Amortization Period, no payments of principal of
the Class D Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes, Class B Notes
and Class C Notes has been paid in full.
Section 8.4 Subordination of Class E Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-3 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-3 Principal Collection Account ), no payments on account
of interest with respect to the Class E Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts, all Class B Deficiency Amounts, all Class C
Deficiency Amounts and all Class D Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts, Class B
Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts) have been paid in full; provided, that if
any irrevocable letters of credit and/or reserve accounts are issued and/or established solely for the benefit of the Class E
Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment
Date notwithstanding that interest may not be paid in full on the Class A Notes, the Class B Notes, the Class C Notes and/or the
Class D Notes on such Payment Date, and no payments on account of principal with respect to the Class E Notes shall be made
on any Payment Date until all Class Controlled Distribution Amounts payable and all payments of principal then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
has been paid in full.
Section 8.5 When Distribution Must be Paid Over. In the event that any Series 2022-3 Noteholder (or Series 2022-3
Note Owner) receives any payment of any principal, interest or other amounts with respect to the Series 2022-3 Notes at a time
when such Series 2022-3 Noteholder (or Series 2022-3 Note Owner, as the case may be) has actual knowledge that such
payment is prohibited by the preceding sections of this Article VIII (Subordination of Notes ), such payment shall be held by
such Series 2022-3 Noteholder (or Series 2022-3 Note Owner, as the case may be) in trust for the benefit of, and shall be paid
forthwith over and delivered to, the Trustee for application consistent with the preceding sections of this Article VIII
(Subordination of Notes).
ARTICLE IX
GENERAL
Section 9.1 Optional Redemption of the Series 2022-3 Notes.
(a) On any Business Day prior to the Expected Final Payment Date, HVF III may, at its option, redeem any
Class of Class A/B/C/D Notes (such date, with respect to such Class of Notes, the “Redemption Date”), in whole but not in part,
at a redemption price equal to 100% of the outstanding Principal Amount thereof plus any Make-Whole Premium (including
accrued and unpaid Class Interest Amount with respect to such Class through such Redemption Date based upon the number of
days of unpaid interest divided by 360) due with respect to such Class as of such Redemption Date, each of which amounts shall
be payable in accordance with Section 5.4 (Application of Funds in the Series 2022-3 Principal Collection Account ); provided
that no Class of Class A/B/C/D Notes may be redeemed pursuant to the foregoing if any Senior Class of Series 2022-3 Notes
with respect to such Class of Series 2022-3 Notes would remain outstanding immediately after giving effect to such redemption;
provided, however, the foregoing restriction on redemption in order of priority shall not be deemed to limit any transaction that
results in the exchange or refinancing of a Class of Class A/B/C/D Notes.
(b) If HVF III elects to redeem any Class of Series 2022-3 Notes pursuant to Sections 9.1(a) (Optional
Redemption of the Series 2022-3 Notes), then HVF III shall notify the Trustee in writing at least seven (7) days prior to the
intended date of redemption of (i) such intended date of redemption (which may be an estimated date, confirmed to the Series
2022-3 Noteholders no later than three (3) Business Days prior to the date of redemption), and (ii) the applicable Class of Series
2022-3 Notes subject to redemption and the CUSIP number with respect to such Class. Upon receipt of a notice of redemption
from HVF III, the Trustee shall give notice of such redemption to the Series 2022-3 Noteholders of the Class of Series 2022-3
Notes to be redeemed. Such notice by the Trustee shall be given not less than three (3) days prior to the intended date of
redemption.
Section 9.2 Information.
(a) On or before 12:00 p.m. eastern standard time of the fourth Business Day prior to each Payment Date (unless
otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’ Statement with respect to the
Series 2022-3 Notes setting forth the information set forth on Schedule II (Monthly Noteholders’ Statement Information ) hereto
(including reasonable detail of the materially constituent terms thereof, as determined by HVF III) in any reasonable format.
(b) Upon any amendment to any of the Series 2022-3 Related Documents, HVF III shall, not more than five (5)
Business Days thereafter, provide the amended version of such Series 2022- 3 Related Document to the Trustee, and the Trustee
shall furnish a copy of such amended Series 2022-3 Related Document no later than the second (2 ) succeeding Business Day
following such receipt by the Trustee, which obligation to furnish shall be deemed satisfied upon the Trustee’s posting, or
causing to be posted, such amended Series 2022-3 Related Document to the website specified in clause (a) above (or any
successor or replacement website, in accordance with such clause (a)).
nd
Section 9.3 Confidentiality. The Trustee and each Series 2022-3 Note Owner agrees, by its acceptance and holding of a
beneficial interest in a Series 2022-3 Note, that it shall not disclose any Confidential Information to any Person without the prior
written consent of HVF III, which such consent must be evident in a writing signed by an Authorized Officer of HVF III, other
than (a) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates
who agree to hold confidential the Confidential Information; (b) such person’s financial advisors and other professional advisors
who agree to hold confidential the Confidential Information; (c) any other Series 2022-3 Note Owner; (d) any person of the type
that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2022-3 Notes in accordance with the
requirements of this Series 2022-3 Supplement to which such person sells or offers to sell any such interest in the Series 2022-3
Notes or any part thereof and that agrees to hold confidential the Confidential Information in accordance with this Series 2022-3
Supplement; (e) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person;
(f) the National Association of Insurance
Commissioners or any similar organization, or any nationally-recognized rating agency that requires access to information about
the investment portfolio or such person; (g) any reinsurers or liquidity or credit providers that agree to hold confidential the
Confidential Information; (h) any other person with the consent of HVF III; or (i) any other person to which such delivery or
disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation, statute or order applicable to
such person, (B) in response to any subpoena or other legal process upon prior notice to HVF III (unless prohibited by applicable
law or other requirement having the force of law), (C) in connection with any litigation to which such person is a party upon
prior notice to HVF III (unless prohibited by applicable law or other requirement having the force of law) or (D) if an
Amortization Event with respect to the Series 2022-3 Notes has occurred and is continuing, to the extent such person may
reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the
rights and remedies under the Series 2022-3 Notes, this Series 2022-3 Supplement or any other document relating to the Series
2022-3 Notes.
Section 9.4 Ratification of Base Indenture. As supplemented by this Series 2022-3 Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by this Series 2022-3 Supplement shall be read,
taken, and construed as one and the same instrument (except as otherwise specified herein).
Section 9.5 Notice to the Rating Agencies. The Trustee shall provide to each Rating Agency a copy of each notice to the
Series 2022-3 Noteholders delivered to the Trustee pursuant to this Series 2022- 3 Supplement or any other Related Document.
The Trustee shall provide notice to each Rating Agency of any consent by the Series 2022-3 Noteholders to the waiver of the
occurrence of any Amortization Event with respect to the Series 2022-3 Notes. HVF III will provide each Rating Agency rating
the Series 2022- 3 Notes with a copy of any operative Manufacturer Program upon written request by such Rating Agency.
Section 9.6 Third Party Beneficiary. Nothing in this Series 2022-3 Supplement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their successors and assigns expressly permitted herein) any legal or
equitable right, remedy or claim under or by reason of this Series 2022-3 Supplement.
Section 9.7 Execution in Counterparts; Electronic Execution . This Series 2022-3 Supplement may be executed in any
number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or
DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart signature page of this Series 2022-3 Supplement by
facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Series
2022-3 Supplement and shall have the same legal validity and enforceability as a manually executed signature to the fullest
extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an
authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.
Section 9.8 Governing Law. THIS SERIES 2022-3 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR
RELATING TO THIS SERIES 2022-3 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAW.
Section 9.9 Amendments. This Series 2022-3 Supplement may be amended or modified, and any provision may be
waived, in accordance with the following paragraphs of this Section 9.9 (Amendments):
(a) Without the Consent of the Series 2022-3 Noteholders. Without the consent of any Series 2022-3 Noteholder,
HVF III and the Trustee, at any time and from time to time, may enter into one or more amendments, modifications or waivers, in
form satisfactory to the Trustee, for any of the following purposes:
(i) to add to the covenants of HVF III for the benefit of any Series 2022-3 Noteholder or to surrender
any right or power herein conferred upon HVF III (provided, however, that HVF III shall not pursuant to this Section 9.9(a)(i)
(Without Consent of the Noteholders) surrender any
right or power it has under any Related Document other than to the Trustee or the Series 2022-3 Noteholders);
contained in any Series Supplement or in any Notes issued thereunder;
(ii) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision
Series 2022-3 Notes;
(iii) to provide for uncertificated Series 2022-3 Notes in addition to certificated
(iv) to add to or change any of the provisions of this Series 2022-3 Supplement
to such extent as shall be necessary to permit or facilitate the issuance of Series 2022-3 Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(v) to conform this Series 2022-3 Supplement to the terms of the offering document(s) for the Series
2022-3 Notes;
(vi) to correct or supplement any provision in this Series 2022-3 Supplement which may be
inconsistent with any other provision herein or in the Base Indenture or to make any other provisions with respect to matters or
questions arising under this Series 2022-3 Supplement or in the Base Indenture;
the Series Collateral; and
(vii) to evidence and provide for the addition of medium-duty trucks in the Indenture Collateral and/or
(viii) to effect any other amendment that does not materially adversely affect the interests of the Series
2022-3 Noteholders;
provided, however, that (i) as evidenced by an Officer’s Certificate of HVF III, such action shall not materially adversely affect
the interests of the Series 2022-3 Noteholders, (ii) any amendment or modification shall not be effective until the Series 2022-3
Rating Agency Condition has been satisfied with respect to such amendment or modification (unless 100% of the Series 2022-3
Noteholders have consented thereto) and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution.
( b ) With the Consent of the Majority Series 2022-3 Noteholders . Except as provided in Section 9.9(a)
(Amendments) or Section 9.9(c) (Amendments), this Series 2022-3 Supplement may from time to time be amended, modified or
waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF III, the Trustee and the
Majority Series 2022-3 Noteholders, (ii) in the case of an amendment or modification, the Series 2022-3 Rating Agency
Condition is satisfied (unless otherwise consented to in writing by 100% of the Series 2022-3 Noteholders) with respect to such
amendment or modification and (iii) HVF III shall provide each Rating Agency notice of such amendment or modification
promptly after its execution; provided that, with respect to any such amendment, modification or waiver that does not adversely
affect in any material respect one or more Classes, Subclasses and/or Tranches of the Series 2022-3 Notes, as evidenced by an
Officer’s Certificate of HVF III, each such Class, Subclass and/or Tranche will be deemed not Outstanding for purposes of the
consent required pursuant to clause (i) of this Section 9.9(b) (Amendments) (and the calculation of the Majority Series 2022-3
Noteholders (including the Aggregate Principal Amount) will be modified accordingly); provided, further, that the consent of
any Series 2022-3 Noteholder shall not be required to provide for the issuance of any Class E Notes in accordance with Section
9.18 (Issuance of Class E Notes), subject to the satisfaction of the Series 2022-3 Rating Agency Condition with respect to such
amendment or modification;
(c) With the Consent of 100% of the Series 2022-3 Noteholders . Notwithstanding the foregoing Sections 9.9(a)
and (b) (Amendments), without the consent of 100% of the Series 2022-3 Noteholders affected by such amendment, modification
or waiver, no amendment, modification or waiver (other than any waiver effected pursuant to Section 7.1 (Amortization Events)
shall:
(i) amend or modify the definition of “Majority Series 2022-3 Noteholders” or Section 2.5 (Required Series
Noteholders) in this Series 2022-3 Supplement or otherwise reduce
the percentage of Series 2022-3 Noteholders whose consent is required to take any particular action hereunder;
(ii) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Series 2022-3 Note (or reduce the principal amount of or rate of interest on any Series 2022-3 Note or
otherwise change the manner in which interest is calculated); or
(iii) amend or modify Section 2.1(a) (Initial Issuance on the Series 2022-3 Closing Date ) , Section 4.1
(Granting Clause), Section 5.3 (Application of Funds in the Series 2022-3 Interest Collection Account ) , Section 5.4
(Application of Funds in the Series 2022-3 Principal Collection Account), Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals), Section 7.1 (Amortization Events) (other than pursuant to any waiver effected pursuant to Section 7.1
(Amortization Events) of this Series 2022-3 Supplement), Section 9.9(a), (b) or (c) (Amendments) or Section 9.19
(Trustee Obligations under the Retention Requirements ), or otherwise amend or modify any provision relating to the
amendment or modification of this Series 2022-3 Supplement or that pursuant to the Series 2022-3 Related Documents
expressly requires the consent of 100% of the Series 2022-3 Noteholders or each Series 2022-3 Noteholder affected by
such amendment or modification;
( d ) Series 2022-3 Supplemental Indentures. Each amendment or other modification to this Series 2022-3
Supplement shall be set forth in a Series 2022-3 Supplemental Indenture. The initial effectiveness of each Series 2022-3
Supplemental Indenture shall be subject to the delivery to the Trustee of an Opinion of Counsel (which may be based on an
Officer’s Certificate) that such Series 2022-3 Supplemental Indenture is authorized or permitted by this Series 2022-3
Supplement.
(e) The Trustee to Sign Amendments, etc. The Trustee shall sign any Series 2022- 3 Supplemental Indenture
authorized or permitted pursuant to this Section 9.9 (Amendments) if such Series 2022-3 Supplemental Indenture does not
adversely affect the rights, duties, liabilities or immunities of the Trustee, and if such Series 2022-3 Supplemental Indenture does
adversely affect the rights, duties, liabilities or immunities of the Trustee, then the Trustee may, but need not, sign it. In signing
such Series 2022-3 Supplemental Indenture, the Trustee shall be entitled to receive, if requested, and, subject to Section 7.2
(Limited Liability Company and Governmental Authorization ) of the Base Indenture, shall be fully protected in relying upon, an
Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s Certificate) as conclusive
evidence that such Series 2022-3 Supplemental Indenture is authorized or permitted by this Section 9.9 (Amendments) and that
all conditions precedent specified in this Section 9.9 (Amendments) have been satisfied, and that it will be valid and binding upon
HVF III in accordance with its terms.
(f) Consent to Substance. It shall not be necessary for the consent of any Person pursuant to Section 9.9(a)
(Amendments) or Section 9.9(b) (Amendments) for such Person to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such Person consents to the substance thereof.
Section 9.10 Administrator to Act on Behalf of HVF III . Pursuant to the Administration Agreement, the Administrator
has agreed to provide certain services to HVF III and to take certain actions on behalf of HVF III, including performing or
otherwise satisfying any action, determination, calculation, direction, instruction, notice, delivery or other performance
obligation, in each case, permitted or required by HVF III pursuant to this Series 2022-3 Supplement. Each Noteholder by its
acceptance of a Note and the Trustee by its execution hereof, hereby consents to the provision of such services and the taking of
such action by the Administrator in lieu of HVF III and hereby agrees that HVF III’s obligations hereunder with respect to any
such services performed or action taken shall be deemed satisfied to the extent performed or taken by the Administrator and to
the extent so performed or taken by the Administrator shall be deemed for all purposes hereunder to have been so performed or
taken by HVF III; provided, that for the avoidance of doubt, none of the foregoing shall create any payment obligation of the
Administrator or relieve HVF III of any payment obligation hereunder; provided, further, that if an Amortization Event with
respect to the Series 2022-3 Notes has occurred and is continuing or if a Limited Liquidation Event of Default has occurred and
the Administrator has failed to take any action on behalf of HVF III that HVF III is required to take pursuant to the this Series
2022-3 Supplement, all or any determinations, calculations, directions, instructions, notices, deliveries or other actions required
to be
effected by HVF III or the Administrator hereunder may be effected or directed by the Majority Series 2022-3 Noteholders or
any appointed agent or representative thereof, and HVF III shall, and shall cause the Administrator to, provide reasonable
assistance in furtherance of the foregoing, and the Trustee shall follow any such direction as if delivered by the Administrator or
by the Administrator on behalf of HVF III, in each case to the extent such direction is consistent with this Series 2022-3
Supplement and the Related Documents.
Section 9.11 Successors. All agreements of HVF III in this Series 2022-3 Supplement and with respect to the Series
2022-3 Notes shall bind its successor; provided, however, except as provided in Section 9.9 (Amendments), HVF III may not
assign its obligations or rights under this Series 2022-3 Supplement or any Series 2022-3 Note. All agreements of the Trustee in
this Series 2022-3 Supplement shall bind its successor.
Section 9.12 Termination of Series Supplement . This Series 2022-3 Supplement shall cease to be of further effect when
(i) all Outstanding Series 2022-3 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2022-3 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF III has paid all sums
payable hereunder, and (iii) the Class A/B/C/D Demand Note Payment Amount is equal to zero or the Class A/B/C/D Letter of
Credit Liquidity Amount is equal to zero.
Section 9.13 Electronic Execution. This Series 2022-3 Supplement may be transmitted and/or signed in accordance with
Section 9.7 (Execution in Counterparts, Electronic Execution) hereto.
Section 9.14 Additional UCC Representations. Without limiting any other representation or warranty given by HVF III
in the Base Indenture, HVF III hereby makes the representations and warranties set forth below in this Section 9.14 (Additional
UCC Representations) for the benefit of the Trustee and the Series 2022-3 Noteholders, in each case, as of the date hereof.
(a) General.
(i) The Series 2022-3 Supplement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Class A/B/C/D Demand Note and all of its proceeds (the “Series Collateral”) in favor of the Trustee for
the benefit of the Series 2022-3 Noteholders and in the case of each of clause (a) and (b) is prior to all other Liens on such
Indenture Collateral and Series Collateral, as applicable, except for Series 2022-3 Permitted Liens, respectively, and is
enforceable as such against creditors and purchasers from HVF III.
(ii) HVF III owns and has good and marketable title to the Indenture Collateral and the Series
Collateral free and clear of any lien, claim, or encumbrance of any Person, except for Series 2022-3 Permitted Liens,
respectively.
(b) Characterization. The Class A/B/C/D Demand Note constitutes an “instrument” within the meaning of the
applicable UCC and (b) all Manufacturer Receivables constitute “accounts” or “general intangibles” within the meaning of the
applicable UCC.
(c) Perfection by Filing. HVF III has caused or will have caused, within ten (10) days after the Series 2022-3
Closing Date, 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 any accounts and general intangibles included in the Series Collateral
granted to the Trustee.
(d) Perfection by Possession. All original copies of the Class A/B/C/D Demand Note that constitute or evidence
the Class A/B/C/D Demand Note have been delivered to the Trustee.
(e) Priority.
(i) Other than the security interest granted to the Trustee pursuant to the Series 2022-3 Supplement,
HVF III has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Series Collateral.
HVF III has not authorized the filing of and is not aware of any financing statements against HVF III that include a description
of collateral covering the Series Collateral, other than any financing statement relating to the security interests granted to the
Trustee, as secured party under the Series 2022-3 Supplement, respectively, or that has been terminated. HVF III is not aware of
any judgment or tax lien filings against HVF III.
been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
(ii) The Class A/B/C/D Demand Note does not contain any marks or notations indicating that it has
Section 9.15 Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 13.1
(Notices) of the Base Indenture, and (ii) in the case of the Administrator, unless otherwise specified by the Administrator by
notice to the respective parties hereto, in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), e-mail, facsimile or overnight air courier guaranteeing next day delivery, to:
The Hertz Corporation 8501 Williams Road
Estero, Florida 33928
Attention: Treasury Department / General Counsel Phone: [*]
Fax: [*]
E-mail: [*]
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 e-mail or facsimile shall be deemed given on the date of delivery of such notice if received before
12:00 noon ET or the next Business Day if received at or after 12:00 noon ET, and (iv) delivered by overnight air courier shall
be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.
Section 9.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of
the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to the Base Indenture, this Series 2022-3 Supplement, the Series 2022-3 Notes or the
transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to the Base
Indenture, this Series 2022-3 Supplement, the Series 2022-3 Notes or the transactions contemplated hereby; (ii) agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action
or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any
such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was
brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner
provided for notices in Section 9.15 (Notices) (provided that, nothing in this Series 2022-3 Supplement shall affect the right of
any such party to serve process in any other manner permitted by law).
Section 9.17 Waiver of Jury Trial . EACH OF THE PARTIES HERETO 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 THE BASE INDENTURE, THIS SERIES 2022-3
SUPPLEMENT, THE SERIES 2022- 3 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.18 Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-3 Closing Date. On any
date during the Series 2022-3 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the
following conditions precedent:
(a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-3 Supplement providing
(a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date, (b) that the
expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal amount of the
Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization Amount with respect
to the Class E Notes will be the Series 2022-3 Controlled Amortization Period and (e) payment mechanics with respect to the
Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than as
set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance;
(b) 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 proposed closing date for the issuance of the Class E Notes (such closing date, the
“Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified in such Company
Request (such specified Class E Notes, the “Proposed Class E Notes”):
(c) The Trustee shall have received a Company Order authorizing and directing the authentication and delivery
of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes, the Class E
Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed Class E Notes to
be authenticated and the Note Rate with respect to such Proposed Class E Notes;
(d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes Closing
Date to the effect that:
(i) no Amortization Event with respect to the Series 2022-3 Notes, Series 2022-3 Liquidation Event,
Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur
as a result of the issuance of such Proposed Class E Notes;
authentication and delivery of such Proposed Class E Notes have been complied with or waived; and
(ii) all conditions precedent provided in this Series 2022-3 Supplement with respect to the
(iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-3
Supplement and any Series 2022-3 Related Documents will not reduce the availability of the Class A/B/C/D Liquid
Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes;
(e) No amendments to this Series 2022-3 Supplement or any Series 2022-3 Related Documents in connection with
the issuance of the Proposed Class E Notes may provide for:
(i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class
A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class
A/B/C/D Notes remain outstanding;
(ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class
A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of
demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the
benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on
the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class
A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the
availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the
Class A/B/C/D Notes in any material respect;
(iii) during the Series 2022-3 Rapid Amortization Period, payment of principal of the Class E Notes
until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds
of incremental enhancement provided solely for the benefit of the Class E Notes;
(iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D
Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-3
Supplement that expressly require the consent of each Noteholder or Series 2022-3 Noteholder, as the case may be,
materially adversely affected thereby or (y) with respect to amendments to this Series 2022-3 Supplement, any
amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or
(v) the addition of any Amortization Event with respect to the Series 2022-3 Notes other than those
related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit
enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely
supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes;
(f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based upon an
Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the Class
A/B/C/D Notes substantially to the effect that:
(i) the issuance of the Proposed Class E Notes will not adversely affect the
U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an
Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and
HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes as a result of such issuance;
(ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series
2022-3 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and
(iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and
issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject,
in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and to general principles of equity; and
(g) The Series 2022-3 Rating Agency Condition shall have been satisfied with respect to the issuance of
the Proposed Class E Notes and the execution of any related amendments to this Series 2022-3 Supplement and/or any other
Series 2022-3 Related Document.
Section 9.19 Trustee Obligations under the Retention Requirements. In no event shall the Trustee have any
responsibility to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed
securities or other rules or regulations relating to risk retention. The Trustee shall not be charged with knowledge of such rules,
nor shall it be liable to any Series 2022-3 Noteholder or any other party for violation of such rules now or hereafter in effect.
Section 9.20 Amendment and Restatement; No Novation. This Series 2022-3 Supplement shall constitute an amendment
and restatement, but not a novation, of the Original Series 2022-3 Supplement. The execution and delivery of this Series 2022-3
Supplement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not
constitute, a novation of either (i) the obligations and liabilities of HVF III under the Original Series 2022-3 Supplement, or (ii)
the grant of a security interest in the collateral described under the Original Series 2022-3 Supplement made by HVF III to the
Trustee. Each of the parties hereto hereby affirms, ratifies, confirms, renews, extends, continues and brings forward the grant of
security interest and pledge in the Original Series 2022-3 Supplement and agrees that the liens in the collateral described therein
shall continue without any diminution thereof and shall remain in full force and effect as valid, binding, and enforceable liens on
or after the date of this Series 2022-3 Supplement. The parties hereto reaffirm all UCC financing statements and continuation
statements and amendments thereof filed and all other filings and recordations made in respect of the collateral described in the
Original Series 2022-3 Supplement and the liens and security interests granted thereunder and under this Series 2022-3
Supplement and acknowledge that such filings and recordations were and remain authorized and effective on and after the date
hereof.
IN WITNESS WHEREOF, HVF III, the Trustee and the Administrator have caused this Series 2022-3
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.
HERTZ VEHICLE FINANCING III LLC, as Issuer
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: President and Treasurer
THE HERTZ CORPORATION, as Administrator
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By: /s/ Mitchell L. Brumwell
Name: Mitchell L. Brumwell
Title: Vice President
2022-3 SUPPLEMENT
SCHEDULE I TO THE SERIES
DEFINITIONS LIST
“144A Global Notes” has the meaning specified in Section 2.1(e) (Issuance—144A Global Notes) of this Series
2022-3 Supplement.
Supplement.
“Amended Series 2022-3 Supplement ” has the meaning specified in the Preamble to this Series 2022-3
this Series 2022-3 Supplement.
“Applicable Procedures” has the meaning specified in Section 2.2(e) (Transfer Restrictions for Global Notes ) of
“Base Indenture” has the meaning specified in the Preamble. “Base Rent” has the
meaning specified in the Lease.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (ii) any “plan” (as defined in Section 4975(E)(1) of the Code) that is subject to Section 4975 of the Code or
(iii) any entity deemed to hold the “assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section
2510.3-101, as modified by Section 3(42) of ERISA, or otherwise under ERISA).
“Blackbook Guide” has the meaning specified in the Lease.
successors and assigns.
“BNY” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its
C Notes, the Class D Notes or, if issued, the Class E Notes.
“Class” means a class of the Series 2022-3 Notes, which may be the Class A Notes, the Class B Notes, the Class
“Class A Deficiency Amount” means the Class Deficiency Amount for the Class A Notes. “ Class A Global Note”
means a Class A Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class A Notes.
“Class A Monthly Interest Amount” means, with respect to any Series 2022-3 Interest
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the
Note Register.
“Class A Notes” means any one of the Series 2022-3 Fixed Rate Rental Car Asset Backed
Notes, Class A, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1
or Exhibit A-1-2 to this Series 2022-3 Supplement.
Amount for the Class A Notes.
“Class A Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
collectively.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes,
“Class A/B/C/D Adjusted Liquid Enhancement Amount” means, as of any date of
determination, the Class A/B/C/D Liquid Enhancement Amount, as of such date, excluding from the
calculation thereof the amount available to be drawn under any Class A/B/C/D Defaulted Letter of Credit, as of such date.
“Class A/B/C/D Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Class A/B/C/D Principal Amount as of such date over (B) the Series 2022-3 Principal Collection Account Amount as of such
date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the
amount of cash on deposit in and Permitted Investments credited to the Class A/B/C/D L/C Cash Collateral Account as of such
date.
cash on deposit in and Permitted Investments credited to the Class A/B/C/D Reserve Account as of such date.
“Class A/B/C/D Available Reserve Account Amount ” means, as of any date of determination, the amount of
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a
Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form of
Annex C to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Termination Demand” means a certificate substantially in the form of Annex D to
a Class A/B/C/D Letter of Credit.
Annex B to Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D Letter
of Credit that, as of such date, an Authorized Officer of the Administrator has actual knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in accordance with its terms
or otherwise as expressly permitted in such Class A/B/C/D Letter of Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit Provider of such
Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter of Credit or such
Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof,
or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days
with respect to the Class A/B/C/D Letter of Credit Provider of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit B-
2 to this Series 2022-3 Supplement.
“Class A/B/C/D 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 Class A/B/C/D Demand Note that were deposited into the
Series 2022-3 Distribution Account and paid to the Series 2022- 3 Noteholders during the one (1) 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 III
(or any payee of HVF III) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any withdrawal
from any Class A/B/C/D L/C 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 sixty (60) consecutive days) with
respect to Hertz shall have occurred on or before such date of determination, the Class A/B/C/D 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 Class A/B/C/D 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.
and Class A/B/C/D Demand Notes) of this Series 2022-3 Supplement.
“Class A/B/C/D Demand Notice” has the meaning specified in Section 5.6(c) (Class A/B/C/D Letters of Credit
“Class A/B/C/D Disbursement” shall mean any Class A/B/C/D L/C Credit Disbursement, any Class A/B/C/D
L/C Preference Payment Disbursement, any Class A/B/C/D L/C Termination Disbursement or any Class A/B/C/D L/C Unpaid
Demand Note Disbursement under the Class A/B/C/D Letters of Credit or any combination thereof, as the context may require.
Credit and Class A/B/C/D Demand Notes) of this Series 2022-3 Supplement.
“Class A/B/C/D Downgrade Event” has the meaning specified in Section 5.8(b) (Class A/B/C/D Letters of
Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-3 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount ” has the meaning specified in Section 5.8(b) (Class A/B/C/D
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-3 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount Notice ” has the meaning specified in Section 5.8(b) (Class
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the
related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating (or the equivalent thereof)
from Moody’s and Moody’s is rating any Class of Series 2022-3 Notes at such time, then a long-term senior unsecured debt
rating (or the equivalent thereof) from Moody’s of at least “A1”, (ii) if such Person has a short-term senior unsecured debt credit
rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2022-3 Notes at such time, then a
short-term senior unsecured debt credit rating (or the equivalent thereof) from Moody’s of at least “P-1”, (iii) if such Person has
a long-term issuer default rating from Fitch and Fitch is rating any Class of Series 2022-3 Notes at such time, then a long-term
issuer default rating from Fitch of at least “A” and (iv) if such Person has a short-term issuer default rating from Fitch and Fitch
is rating any Class of Series 2022- 3 Notes at such time, then a short-term issuer default rating from Fitch of at least “F1”.
“Class A/B/C/D L/C Cash Collateral Account ” has the meaning specified in Section 4.2(a)(ii) (Series 2022-3
Accounts) of this Series 2022-3 Supplement.
respect to the Class A/B/C/D L/C Cash Collateral Account.
“Class A/B/C/D L/C Cash Collateral Account Collateral ” means the Series 2022-3 Account Collateral with
“Class A/B/C/D L/C Cash Collateral Account Surplus ” means, with respect to any Payment Date, the lesser of
(a) the Class A/B/C/D Available L/C Cash Collateral Account Amount and (b) the excess, if any, of the Class A/B/C/D Adjusted
Liquid Enhancement Amount over the Class A/B/C/D Required Liquid Enhancement Amount on such Payment Date.
“Class A/B/C/D L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such
date and the denominator of which is the Class A/B/C/D Letter of Credit Liquidity Amount as of such date.
pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of Credit
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D Letter
of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
“Class A/B/C/D L/C Termination Disbursement ” means an amount drawn under a Class A/B/C/D Letter of
Credit pursuant to a Class A/B/C/D Certificate of Termination Demand.
Letter of Credit pursuant to a Class A/B/C/D Certificate of Unpaid Demand Note Demand.
“Class A/B/C/D L/C Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B/C/D
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form of Exhibit F
to this Series 2022-3 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit Provider in favor of the Trustee for the
benefit of the Series 2022-3 Noteholders or (ii) if issued after the Series 2022-3 Closing Date and not substantially in the form of
Exhibit F to this Series 2022-3 Supplement, that satisfies the Series 2022-3 Rating Agency Condition.
“Class A/B/C/D 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 as of such date under the Class A/B/C/D Letters of Credit, as specified therein, and
(ii) if the Class A/B/C/D L/C Cash Collateral Account has been established and funded pursuant to Section 4.2(a)(ii) (Series
2022-3 Accounts), the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date and (b) the aggregate
undrawn principal amount of the Class A/B/C/D Demand Note as of such date.
“Class A/B/C/D Letter of Credit Expiration Date” means, with respect to any Class A/B/C/D Letter of Credit,
the expiration date set forth in such Class A/B/C/D Letter of Credit, as such date may be extended in accordance with the terms
of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of Credit, as specified therein, and (b)
if a Class A/B/C/D L/C Cash Collateral Account has been established pursuant to Section 4.2(a)(ii) (Series 2022-3 Accounts),
the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date.
Credit.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of
“Class A/B/C/D Liquid Enhancement Amount” means, as of any date of determination, the
sum of (a) the Class A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account Amount as
of such date.
Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount as of such date.
“Class A/B/C/D Liquid Enhancement Deficiency ” means, as of any date of determination, the Class A/B/C/D
“Class A/B/C/D Notes” means the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes,
collectively.
Credit.
“Class A/B/C/D Notice of Reduction” means a notice in the form of Annex E to a Class A/B/C/D Letter of
“Class A/B/C/D Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal Amount, in each case, as of
such date.
“Class A/B/C/D Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the
Class A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2022- 3 Asset Amount on such date; provided,
however, the Class A/B/C/D 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 by it under the Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount
on such date over (y) the sum of (1) the Series 2022-3 Asset Amount on such date and (2) the lesser of (a) the Class A/B/C/D
Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid Enhancement Amount on such date.
“Class A/B/C Purchase Agreement ” means the Purchase Agreement in respect of the Class A/B/C Notes, dated
March 25, 2022, by and among HVF III, Hertz and Barclays Capital Inc., Deutsche Bank Securities Inc., Citizens Capital
Markets, Inc. and Credit Agricole Securities (USA) Inc., as initial purchasers of the Class A/B/C Notes.
“Class A/B/C/D Required Liquid Enhancement Amount ” means, as of any date of determination, an amount
equal to the product of (a) 2.50% and (b) the Class A/B/C/D Adjusted Principal Amount as of such date.
“Class A/B/C/D Required Reserve Account Amount ” means, with respect to any date of determination, an
amount equal to the greater of:
(a) the excess, if any, of
(i) the Class A/B/C/D Required Liquid Enhancement Amount over
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of such date,
excluding from the calculation of such excess the amount available to be drawn under any Class
A/B/C/D Defaulted Letter of Credit as of such date, and:
(b) the excess, if any, of:
(i) the Series 2022-3 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class
A/B/C/D Available Reserve Account Amount) over
(ii) the Series 2022-3 Asset Amount, in each case as of such date.
this Series 2022-3 Supplement.
“Class A/B/C/D Reserve Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-3 Accounts) of
Class A/B/C/D Reserve Account.
“Class A/B/C/D Reserve Account Collateral ” means the Series 2022-3 Account Collateral with respect to the
“Class A/B/C/D Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if
any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class A/B/C/D Available Reserve Account
Amount for such date.
“Class A/B/C/D Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Section 5.5(a)
(Class A/B/C/D Reserve Account Withdrawals) of this Series 2022-3 Supplement.
“Class A/B/C/D Reserve Account Surplus ” means, as of any date of determination, the excess, if any, of the
Class A/B/C/D Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date) over the Class A/B/C/D Required Reserve Account Amount, in each case, as of such date.
“Class B Deficiency Amount” means the Class Deficiency Amount for the Class B Notes.
“Class B Global Note” means a Class B Note that is a Regulation S Global Note or a 144A Global Note.
Period, an amount equal to the Class Interest Amount for the Class B Notes.
“Class B Monthly Interest Amount” means, with respect to any Series 2022-3 Interest
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the
Note Register.
“Class B Notes” means any one of the Series 2022-3 Fixed Rate Rental Car Asset Backed
Notes, Class B, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1
or Exhibit A-2-2 to this Series 2022-3 Supplement.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class B Notes.
“Class C Deficiency Amount” means the Class Deficiency Amount for the Class C Notes.
“Class C Global Note” means a Class C Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class C Notes.
“Class C Monthly Interest Amount” means, with respect to any Series 2022-3 Interest
Note Register.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the
“Class C Notes” means any one of the Series 2022-3 Fixed Rate Rental Car Asset Backed
Notes, Class C, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1
or Exhibit A-3-2 to this Series 2022-3 Supplement.
Amount of the Class C Notes.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
“Class Carryover Controlled Amortization Amount ” means, with respect to any Payment Date during the Series
2022-3 Controlled Amortization Period and any Class of Series 2022-3 Notes, the amount, if any, by which the amount paid to
the Noteholders of such Class pursuant to Section 5.4(c) (Application of Funds in the Series 2022-3 Principal Collection
Account) on the previous Payment Date was less than the Class Controlled Distribution Amount for the previous Payment Date
for such Class.
“Class Controlled Amortization Amount ” means with respect to any Payment Date during the Series 2022-3
Controlled Amortization Period, for each Class, one-sixth of the Class Initial Principal Amount of such Class.
“Class Controlled Distribution Amount” means, with respect to any Payment Date and any Class of Series 2022-
3 Notes during the Series 2022-3 Controlled Amortization Period, an amount equal to the sum of the Class Controlled
Amortization Amount for such Class and such Payment Date and any Class Carryover Controlled Amortization Amount for such
Class and such Payment Date.
Supplement.
“Class D Amendments” has the meaning specified in the Preamble to this Series 2022-3
“Class D Deficiency Amount” means the Class Deficiency Amount for the Class D Notes. “ Class D Global Note”
means a Class D Note that is a Regulation S Global Note or a 144A Global Note.
“Class D Monthly Interest Amount” means, with respect to any Series 2022-3 Interest
Period, an amount equal to the Class Interest Amount for the Class D Notes.
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the
Note Register.
“Class D Notes” means any one of the Series 2022-3 Fixed Rate Rental Car Asset Backed
Notes, Class D, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1
or Exhibit A-4-2to this Series 2022-3 Supplement.
“Class D Principal Amount” means the Class Principal Amount of the Class D Notes. “Class D Purchase
Agreement” means the Purchase Agreement in respect of the Original
Class D 144A Global Note, dated March 25, 2022, by and between HVF III and the Initial Class D Note Purchaser.
“Class D Regulation S Global Note” has the meaning specified in the Preamble of this Series 2022-3
Supplement.
Inc., BofA Securities, Inc., BNP Paribas Securities Corp., and RBC Capital Markets, LLC.
“Class D Subsequent Initial Purchasers” means Deutsche Bank Securities Inc., Credit Agricole Securities (USA)
“Class D Subsequent Issuance Date” means July 7, 2022.
“Class D Subsequent Purchase Agreement ” means the Purchase Agreement in respect of the Original Class D
144A Global Note, dated June 30, 2022, by and among HVF III, the Initial Class D Note Purchaser and the Class D Subsequent
Initial Purchasers.
“Class Deficiency Amount” has the meaning specified in Section 3.1 (Interest) of this Series 2022-3
Supplement.
“Class E Adjusted Asset Coverage Threshold Amount ” will have the meaning set forth in an amendment to this
Series 2022-3 Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-3
Supplement.
“Class E Initial Principal Amount” will have the meaning set forth in an amendment to this Series 2022-3
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement.
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement.
“Class E Monthly Interest Amount ” will have the meaning set forth in an amendment to this Series 2022-3
into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022- 3 Supplement.
“Class E Note Rate” will have the meaning set forth in an amendment to this Series 2022- 3 Supplement entered
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the Note Register.
“Class E Notes” has the meaning specified in the Preamble to this Series 2022-3 Supplement.
“Class E Notes Closing Date” has the meaning specified in Section 9.18(b) (Issuance of
Class E Notes) of this Series 2022-3 Supplement.
entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-3 Supplement.
“Class E Principal Amount” will have the meaning set forth in an amendment to this Series 2022-3 Supplement
“Class Initial Principal Amount” means, for each Class of the Series 2022-3 Notes, the amount set forth in the
following table:
Class
Initial Principal Amount
A
$258,620,000
B
$40,230,000
C
$34,483,000
D
$49,808,000
“Class Interest Amount” means, for each Class of Notes for any Series 2022-3 Interest Period (a) with respect to
the initial Series 2022-3 Interest Period, an amount equal to the product of (i) the applicable Note Rate for such Class, (ii) the
Class Initial Principal Amount for such Class, and (iii) 30/360, and (b) with respect to each Series 2022-3 Interest Period
thereafter, an amount equal to sum of (i) the product of (A) one-twelfth of the applicable Note Rate for such Class, and (B) the
Class Principal Amount for such Class as of the first day of such Series 2022-3 Interest Period, after giving effect to any
principal payments made on such date, plus (ii) the aggregate amount of any unpaid Class Deficiency Amounts for such Class,
after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class
Deficiency Amounts at the applicable Note Rate for such Class).
“Class Principal Amount” means, when used with respect to Class and any date, an amount equal to (a) the Class
Initial Principal Amount with respect to such Class minus (b) the sum of the amount of principal payments made to the
Noteholders of such Class on or prior to such date minus (c) the principal amount of any Series 2022-3 Notes of such Class that
have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Series 2022-3
Note was issued on or prior to such date.
“Confidential Information” means information that Hertz or any Affiliate thereof (or any successor to any such
Person in any capacity) furnishes to a Noteholder or a Note Owner, but does not
include any such information (i) that is or becomes generally available to the public other than as a result of a disclosure by a
Noteholder or a Note Owner or other Person to which a Noteholder or a Note Owner delivered such information, (ii) that was in
the possession of a Noteholder or a Note Owner prior to its being furnished to such Noteholder or Note Owner by Hertz or any
Affiliate thereof; provided that, there exists no obligation of any such Person to keep such information confidential, or (iii) that
is or becomes available to a Noteholder or a Note Owner from a source other than Hertz or an Affiliate thereof; provided that,
such source is not (1) known, or would not reasonably be expected to be known, to a Noteholder or a Note Owner to be bound by
a confidentiality agreement with Hertz or any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be
expected to be known, to a Noteholder or a Note Owner to be otherwise prohibited from transmitting the information by a
contractual, legal or fiduciary obligation.
“Controlling Person” means a Person (other than a Benefit Plan) that has discretionary authority or control with
respect to the assets of HVF III or that provides investment advice for a fee (direct or indirect) with respect to such assets (or an
“affiliate” of such a Person (as defined in the Plan Assets Regulation)).
“Determination Date” means the date five (5) Business Days prior to each Payment Date.
"Disposition Proceeds” means, with respect to each Non-Program Vehicle, the net
proceeds from the sale or disposition of such Non-Program Vehicle to any Person (other than any portion of such proceeds
payable by the Lessee thereof pursuant to the Lease).
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
“Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of
any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ Expected Final Payment
Date” means, with respect to the Series 2022-3 Notes, the
Payment Date in March 2024.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or
regulatory legislation, rules, guidelines or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.
“Final Base Rent” has the meaning specified in the Lease.
2022-3 Supplement.
“First Amendment to the Series 2022-3 Supplement ” has the meaning specified in the Preamble to this Series
Notes and the Class D Global Notes that are Regulation S Global Notes or 144A Global Notes.
“Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes, the Class C Global
Notes pursuant to the Class D Purchase Agreement.
“Initial Class D Note Purchaser” means The Hertz Corporation, in its capacity as the initial purchaser of the Class D
“Lease Payment Deficit Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee ) of
this Series 2022-3 Supplement.
“Legal Final Payment Date” means, with respect to the Series 2022-3 Notes, the Payment Date in March 2025.
“Majority Series 2022-3 Controlling Class” means (i) for so long as the Class A Notes are outstanding, Class A
Noteholders holding more than 50% of the principal amount of the Class A Notes, (ii) if no Class A Notes are outstanding, Class
B Noteholders holding more than 50% of the principal amount of the Class B Notes, (iii) if no Class A Notes or Class B Notes
are outstanding, Class C Noteholders holding more than 50% of the principal amount of the Class C Notes, (iv) if no Class A
Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of the principal amount of
the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding and (y) Class
E Notes have been issued and are outstanding, Class E Noteholders holding more than 50% of the principal amount of the Class
E Notes.
“Majority Series 2022-3 Noteholders” means Series 2022-3 Noteholders holding more than 50% of the Series
2022-3 Principal Amount (excluding any other Series 2022-3 Notes held by HVF III or any Affiliate of HVF III (other than
Series 2022-3 Notes held by an Affiliate Issuer)). The Majority Series 2022-3 Noteholders shall be the “Required Series
Noteholders” with respect to the Series 2022-3 Notes.
“Make-Whole End Date” means, with respect to the Series 2022-3 Notes, the date that is six months prior to the
commencement of the Series 2022-3 Controlled Amortization Period.
“Make-Whole Premium” means, with respect to any Class A/B/C/D Note on its related Redemption Date, (a) for
any Redemption Date occurring prior to the Make-Whole End Date the present value on such Redemption Date of all required
remaining scheduled interest payments due on such Class A/B/C/D Note on each Payment Date occurring prior to the Make-
Whole End Date (excluding accrued and unpaid interest through such Redemption Date), computed using a discount rate equal
to the Treasury Rate plus 0.25%, as calculated by HVF III (or by the HVF III’s designee) and (b) for any Redemption Date after
the Make-Whole End Date, zero.
“Monthly Blackbook Mark” has the meaning specified in the Lease. “ Monthly NADA
Mark” has the meaning specified in the Lease.
“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.
“Net Book Value ” has the meaning specified in the Lease.
“Note Owner” means with respect to any Global Note, any Person who is a beneficial owner of an interest in
such 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).
“Note Rate” means, with respect to each Class of Series 2022-3 Notes issued on the Series 2022-3 Closing Date,
the rate set forth in the following table:
Class
Note Rate
A
3.37%
B
3.86%
C
4.35%
D
6.31%
Supplement.
“Original Class D 144A Global Note ” has the meaning specified in the Preamble to this Series 2022-3
“Outstanding” means with respect to the Series 2022-3 Notes (or any Class of Series 2022- 3 Notes), all Series
2022-3 Notes (or Series 2022-3 Notes of a particular Class, as applicable) theretofore authenticated and delivered under the Base
Indenture and this Series 2022-3 Supplement, except (a) Series 2022-3 Notes theretofore cancelled or delivered to the Registrar
for cancellation, (b) Series 2022-3 Notes that have not been presented for payment but funds for the payment of which are on
deposit in the Series 2022-3 Distribution Account and are available for payment in full of such Series 2022-3 Notes, and Series
2022-3 Notes that are considered paid pursuant to Section 8.1 (Payment of Notes) of the Base Indenture, and (c) Series 2022-3
Notes in exchange for or in lieu of other Series
2022-3 Notes that have been authenticated and delivered pursuant to the Base Indenture unless proof satisfactory to the Trustee
is presented that any such Series 2022-3 Notes are held by a purchaser for value.
“Past Due Rent Payment” means, with respect to any Series 2022-3 Lease Payment Deficit and any Lessee, any
payment of Base Rent, Monthly Variable Rent or other amounts payable by such Lessee under the Lease with respect to which
such Series 2022-3 Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the
occurrence of such Series 2022-3 Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series
2022-3 Lease Payment Deficit.
5.7 (Past Due Rental Payments) of this Series 2022-3 Supplement.
“Past Due Rental Payments Priorities” means the priorities of payments set forth in Section
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by
instruments in bearer or registered in book-entry form which evidence:
(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 and “A-1+” by S&P 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+” and a
credit rating from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits,
or a rating from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in
the case of long-term unsecured obligations;
(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+” and a rating from
Moody’s of “P-1”;
(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 and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”;
(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 commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s; and
(viii) any other instruments or securities, if each Rating Agency then rating any outstanding Class of
Series 2022-3 Notes at the request of HVF III will not have advised in writing that the
investment in such instruments or
securities will result in the reduction or withdrawal of its then-current rating of such outstanding
Class of Series 2022-3 Notes;
provided that for so long as Fitch is rating any Class of Series 2022-3 Notes, (x) any investment in a money market fund rated by
Fitch will only be a Permitted Investment if such money market fund has a rating of “AAAmmf” from Fitch, (y) any investment
in commercial paper will only be a Permitted Investment if such commercial paper has (at the earlier of the time of the
investment and the time of the contractual commitment to invest therein) a rating of “F1” from Fitch, and (z) any other Permitted
Investment (other than those described clause (i) above) will only be a Permitted Investment if the institution issuing such
Permitted Investment has a long-term issuer default rating of at least “A” by Fitch and a short-term issuer default rating of “F1”
by Fitch.
“Plan Assets Regulation ” means United States Department of Labor Regulation Section 2510.3-101, as
modified by Section 3(42) of ERISA.
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D Demand Note
and distributed to the Series 2022-3 Noteholders in respect of amounts owing under the Series 2022-3 Notes that is recoverable
or that has been recovered (and not subsequently repaid) 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.
“Pro Rata Share” means, with respect to each Class A/B/C/D Letter of Credit issued by any Class A/B/C/D
Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount
under such Class A/B/C/D Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all
Class A/B/C/D Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect
to any Class A/B/C/D Letter of Credit Provider as of any date, if the related Class A/B/C/D Letter of Credit Provider has not
complied with its obligation to pay the Trustee the amount of any draw under such Class A/B/C/D Letter of Credit made prior to
such date, the available amount under such Class A/B/C/D 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 Class A/B/C/D Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A/B/C/D
Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Class A/B/C/D Letters of
Credit).
“Proposed Class E Notes” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2022-3 Supplement.
2022-3 Supplement.
“QIB” has the meaning specified in Section 2.1(c) (Issuance—Form of the Class A/B/C/D Notes) of this Series
“Rating Agencies” means (a) with respect to the Class A Notes, Class B Notes and the Class C Notes, Fitch and
Moody’s, (b) with respect to the Class D Notes, Moody’s, and (c) with respect to any Class of Series 2022-3 Notes, any other
nationally recognized rating agency rating the Series 2022-3 Notes at the request of HVF III; provided, that if at any time any
nationally recognized rating agency shall cease to rate any Class of Series 2022-3 Notes, such rating agency shall be deemed not
to be a Rating Agency with respect to such Class of Series 2022-3 Notes for so long as such rating agency continues not to rate
such Class of Series 2022-3 Notes.
Record Date with respect to the initial Payment Date shall be the Series 2022-3 Closing Date.
“Record Date” means, with respect to any Payment Date, the last day of the Related Month; provided that the
Notes) of this Series 2022-3 Supplement.
“Redemption Date” has the meaning specified in Section 9.1(a) (Optional Redemption of the Series 2022-3
“Re-issued Class D 144A Global Note ” has the meaning specified in the Preamble of this Series 2022-3
Supplement.
“Regulation S” means Regulation S promulgated under the Securities Act.
Notes) of this Series 2022-3 Supplement.
“Regulation S Global Notes” has the meaning specified in Section 2.1(f) (Issuance— Regulation S Global
calendar month and (ii) with respect to any other date, the calendar month in which such date occurs.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination,
(a) if such Person has both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a senior unsecured rating by Fitch and
a long term issuer default rating by Fitch as of such date, then such rating of such Person as of such date; provided that if such
Person does not have any of such ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such
Person as of such date.
“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such Person
has both a long term senior unsecured rating by Moody’s and a long term corporate family rating by Moody’s as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a long term senior unsecured rating by
Moody’s and a long term corporate family rating by Moody’s as of such date, then such rating of such Person as of such date;
provided that if such Person does not have any of such ratings as of such date, then there shall be no Relevant Moody’s Rating
with respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with
respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such date and (c) with respect to S&P, the Relevant
S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term local
issuer rating by S&P of such Person as of such date; provided that if such Person does not have a long term local issuer rating by
S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.
“Restatement Date Class D Notes” has the meaning specified in the Preamble of this Series 2022-3 Supplement.
“Restricted Notes” means the Global Notes and all other Series 2022-3 Notes evidencing the obligations, or any
portion of the obligations, initially evidenced by the Global Notes, other than certificates transferred or exchanged upon
certification as provided in Article II of this Series 2022-3 Supplement.
“Rule 144A” means Rule 144A promulgated under the Securities Act. “SEC” means the U.S.
Securities and Exchange Commission.
Series 2022-3 Supplement.
“Securities Intermediary” has the meaning specified in Section 4.3(a) (Trustee as Securities Intermediary) of this
“Senior Class of Series 2022-3 Notes” means (a) with respect to the Class B Notes, the Class A Notes, (b) with
respect to the Class C Notes, the Class A Notes and the Class B Notes, (c) with respect to the Class D Notes, the Class A Notes,
the Class B Notes and the Class C Notes and (d) with respect to the Class E Notes (if issued), the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes.
“Senior Interest Waterfall Shortfall Amount” means, with respect to any Payment Date, the excess, if any, of (a)
the sum of the amounts payable (without taking into account availability of funds) pursuant to Sections 5.3(a) through (h)
(Application of Funds in the Series 2022-3 Interest Collection Account ) on such Payment Date over (b) the sum of (i) the Series
2022-3 Payment Date Available Interest Amount with respect to the Series 2022-3 Interest Period ending on such Payment Date
and (ii) the aggregate amount of all deposits into the Series 2022-3 Interest Collection Account with proceeds of the Class
A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each Class A/B/C/D Letter of Credit and each Class A/B/C/D
L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that the amount
calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from
the Series 2022-3 Principal Collection Account for deposit into the Series 2022-3 Interest Collection Account on such Payment
Date.
“Series 2022-3 Account Collateral ” has the meaning specified in Section 4.1 (Granting Clause) of this Series
2022-3 Supplement.
“Series 2022-3 Accounts ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-3 Accounts) of this
Series 2022-3 Supplement.
“Series 2022-3 Accrued Amounts ” means, on any date of determination, the sum of the amounts payable
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (l) (Application of Funds in the Series
2022-3 Interest Collection Account) that have accrued and remain unpaid as of such date. The Series 2022-3 Accrued Amounts
shall be the “Accrued Amounts” with respect to the Series 2022-3 Notes.
“Series 2022-3 Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the greater
of (x) the greater of (a) the excess, if any, of (i) the Series 2022-3 Asset Coverage Threshold Amount over (ii) the sum of (A) the
Class A/B/C/D Letter of Credit Amount and (B) the Class
A/B/C/D Available Reserve Account Amount and (b) the Class A/B/C/D Adjusted Principal Amount, in each case, as of such
date and (y) the Class E Adjusted Asset Coverage Threshold Amount as of such date. The Series 2022-3 Adjusted Asset
Coverage Threshold Amount shall be the “Asset Coverage Threshold Amount” with respect to the Series 2022-3 Notes.
“Series 2022-3 Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Series 2022-3 Principal Amount as of such date over (B) the Series 2022-3 Principal Collection Account Amount as of such
date. The Series 2022-3 Adjusted Principal Amount shall be the “Series Adjusted Principal Amount” with respect to the Series
2022-3 Notes.
“Series 2022-3 Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the
Series 2022-3 Percentage of fees payable to the Administrator pursuant to the Administration Agreement on such Payment Date.
Floating Allocation Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.
“Series 2022-3 Asset Amount ” means, as of any date of determination, the product of (i) the Series 2022-3
“Series 2022-3 Asset Coverage Threshold Amount ” means, as of any date of determination, the Class A/B/C/D
Adjusted Principal Amount divided by the Series 2022-3 Blended Advance Rate, in each case as of such date.
Moody’s Blended Advance Rate as of such date and 88.95%.
“Series 2022-3 Blended Advance Rate ” means as of any date of determination, the lesser of the Series 2022-3
“Series 2022-3 Capped Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the lesser of (i) the Series 2022-3 Administrator Fee Amount with respect to such Payment Date and (ii) $600,000.
“Series 2022-3 Capped Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i)
the Series 2022-3 Operating Expense Amount, with respect to such Payment Date and (ii) the excess, if any, of (x) $600,000
over (y) the sum of the Series 2022-3 Administrator Fee Amount and the Series 2022-3 Trustee Fee Amount, in each case with
respect to such Payment Date.
“Series 2022-3 Capped Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
lesser of (i) the Series 2022-3 Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $600,000
over the Series 2022-3 Administrator Fee Amount with respect to such Payment Date.
“Series 2022-3 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Carrying
Charges):
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by HVF
III to:
(a) the Trustee (other than Series 2022-3 Trustee Fee Amounts),
(b) the Administrator (other than Series 2022-3 Administrator Fee Amounts),
(c) the Back-Up Disposition Agent, or
(c) any other party to a Series 2022-3 Related Document,
in each case under and in accordance with such Series 2022-3 Related Document, plus
(ii) any other operating expenses of HVF III that have been invoiced as of such date and are then payable by
HVF III relating the Series 2022-3 Notes.
“Series 2022-3 Closing Date ” means March 30, 2022.
2022-3 Account Collateral with respect to each Series 2022-3 Account and each Class A/B/C/D Demand Note.
“Series 2022-3 Collateral” means the Indenture Collateral, each Class A/B/C/D Letter of Credit, the Series
“Series 2022-3 Controlled Amortization Period ” means the period commencing upon the close of business on
September 25, 2023 (or, if such day is not a Business Day, the Business Day immediately preceding such day), and, in each case,
continuing to the earliest of (i) the commencement of the Series 2022-3 Rapid Amortization Period, (ii) the date on which the
Series 2022-3 Notes are fully paid and (iii) the termination of this Series 2022-3 Supplement.
“Series 2022-3 Daily Interest Allocation ” means, on each Series 2022-3 Deposit Date, the Series 2022-3
Invested Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on
such date.
“Series 2022-3 Daily Principal Allocation ” means, on each Series 2022-3 Deposit Date, an amount equal to the
Series 2022-3 Invested Percentage (as of such date) of the aggregate amount of Principal Collections deposited into the
Collection Account on such date.
“Series 2022-3 Deposit Date ” means each Business Day on which any Collections are deposited into the
Collection Account.
“Series 2022-3 Disposed Vehicle Threshold Number ” means (a) for any Determination Date on which the sum
of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is greater than or equal to $6,000,000,000, 13,500 vehicles, (b) for any Determination Date on which the
sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles and (c) for any
Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.
“Series 2022-3 Distribution Account ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-3 Accounts)
of this Series 2022-3 Supplement.
“Series 2022-3 Excess Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the excess, if any, of (i) the Series 2022-3 Administrator Fee Amount with respect to such Payment Date over (ii) the Series
2022-3 Capped Administrator Fee Amount with respect to such Payment Date.
“Series 2022-3 Excess Operating Expense Amount ” means, with respect to any Payment Date the excess, if any,
of (i) the Series 2022-3 Operating Expense Amount with respect to such Payment Date over (ii) the Series 2022-3 Capped
Operating Expense Amount with respect to such Payment Date.
“Series 2022-3 Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
excess, if any, of (i) the Series 2022-3 Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2022-3
Capped Trustee Fee Amount with respect to such Payment Date.
“Series 2022-3 Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus
the lower of (x) the lowest Series 2022-3 Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination
Date (including such date of determination) within the preceding twelve (12) calendar months (or such fewer number of months
as have elapsed since the Series 2022-3 Closing Date) and (y) the lowest Series 2022-3 Market Value Average as of any
Determination Date within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since
the Series 2022-3 Closing Date).
“Series 2022-3 Floating Allocation Percentage ” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2022-3 Adjusted Asset Coverage Threshold Amount as of such date and the
denominator of which is the Aggregate Asset Coverage Threshold Amount as of such date.
“Series 2022-3 Interest Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-3
Accounts) of this Series 2022-3 Supplement.
“Series 2022-3 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 2022-3 Interest
Period commenced on and included the Series 2022-3 Closing Date and ended on and included April 25, 2022.
“Series 2022-3 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,
(i) the numerator of which shall be equal to:
(x) during the Series 2022-3 Revolving Period, the Series 2022-3 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the immediately preceding Related
Month (or, until the end of the initial Related Month after the Series 2022-3 Closing Date, on the Series
2022-3 Closing Date),
(y) during any Series 2022-3 Controlled Amortization Period and the Series 2022-3 Rapid
Amortization Period, but prior to the first date on which an Amortization Event has been declared or has
automatically occurred with respect to all Series of Notes, the Series 2022-3 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the Series 2022-3 Revolving Period, and
(z) on and after the first date on which an Amortization Event has been declared or
automatically occurred with respect to all Series of Notes, the Series 2022-3 Adjusted Asset Coverage
Threshold Amount as of the close of business on the day immediately prior to such first date on which
an Amortization Event has been declared or automatically occurred with respect to all Series of Notes,
and
(ii) the denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the
same date used to determine the numerator in clause (i); provided that, if the principal amount of any other
Series of Notes shall have been reduced to zero on any date after the date used to determine the numerator in
clause (i)(z), then the Asset Coverage Threshold Amount with respect to such Series of Notes shall be excluded
from the calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date
of determination following the date on which the principal amount of such other Series of Notes shall have been
reduced to zero;
(b) when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of
which shall be the Series 2022-3 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.
Notwithstanding the foregoing and for the avoidance of doubt, on any date of determination after the date on
which the Series 2022-3 Principal Amount shall have been reduced to zero, the Series 2022-3 Invested Percentage shall equal
zero.
“Series 2022-3 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 that pursuant to Section 5.2(a) (Collections Account) would have been
deposited into the Series 2022-3 Interest Collection Account if all payments of Monthly Variable Rent required to have been
made under the Lease from but excluding the preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Interest Collections that pursuant to Section 5.2(a) (Collections Account) have been received
for deposit into the Series 2022-3 Interest Collection Account from but excluding the preceding Payment Date to and including
such Payment Date.
“Series 2022-3 Lease Payment Deficit ” means either a Series 2022-3 Lease Interest Payment Deficit or a Series
2022-3 Lease Principal Payment Deficit.
“Series 2022-3 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 2022-3 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) all amounts deposited into the Series 2022-3 Principal Collection Account on or prior to such Payment
Date on account of such Series 2022-3 Lease Principal Payment Deficit.
“Series 2022-3 Lease Principal Payment Deficit ” means on any Payment Date the sum of
(a) the Series 2022-3 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2022-3 Lease Principal
Payment Carryover Deficit for such Payment Date.
“Series 2022-3 Liquidation Event ” means, so long as such event or condition continues:
(a) any Amortization Event with respect to the Series 2022-3 Notes described in clauses (a) through (d) of
Section 7.1 (Amortization Events) of this Series 2022-3 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein);
(b) any Amortization Event with respect to the Series 2022-3 Notes described in clauses (e) through (g) of
Section 7.1 (Amortization Events) of this Series 2022-3 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein) after declaration thereof by the Majority Series 2022-
3 Controlling Class; or
(c) any Amortization Event specified in clauses (a) or (b) of Article IX of the Base Indenture after declaration
thereof by the Majority Series 2022-3 Controlling Class.
Each Series 2022-3 Liquidation Event shall be a “Limited Liquidation Event of Default” with respect to the
Series 2022-3 Notes.
“Series 2022-3 Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage
set forth opposite such Manufacturer in such table; provided that the Manufacturer Limit for Tesla may be increased by an
amount not to exceed 15.00% subject to satisfaction of the Rating Agency Condition.
Manufacturer
Manufacturer Limit
Audi
12.50%
BMW
12.50%
Chrysler
55.00%
Fiat
12.50%
Ford
55.00%
GM
55.00%
Honda
55.00%
Honda
55.00%
Hyundai
55.00%
Jaguar
12.50%
Kia
55.00%
Land Rover
12.50%
Lexus
12.50%
Mazda
35.00%
Mercedes
12.50%
Nissan
55.00%
Subaru
12.50%
Tesla
25.00%
Toyota
55.00%
Volkswagen
55.00%
Volvo
35.00%
Hyundai & Kia Combined
55.00%
Chrysler & Fiat Combined
55.00%
Volkswagen & Audi Combined
55.00%
Any other individual Manufacturer
10.00%
“Series 2022-3 Market Value Average ” means, as of any date of determination, the percentage equivalent (not
to exceed 100% for purposes of determining additional enhancement) of a fraction, the numerator of which is the average of the
Series 2022-3 Non-Program Fleet Market Value as of the three (3) preceding Determination Dates and the denominator of
which is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three (3) preceding Determination
Dates.
“Series 2022-3 Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, an amount equal to the product of (a) the Series 2022-3 Manufacturer Percentage for such Manufacturer and (b)
the Aggregate Asset Amount as of such date.
“Series 2022-3 Measurement Month ” on any Determination Date, means each complete calendar month, or the
smallest number of consecutive complete calendar months preceding such Determination Date, in which at least the Series 2022-
3 Disposed Vehicle Threshold Number of vehicles were sold to unaffiliated third parties ( provided that, HVF III, in its sole
discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Series 2022-3
Measurement Month shall be included in any other Series 2022-3 Measurement Month.
“Series 2022-3 Medium-Duty Truck Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle that is a medium-duty truck for which the Disposition Date has not occurred as of
such date.
“Series 2022-3 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 that pursuant to Section 5.2(b) (Collections Allocation) would
have been deposited into the Series 2022-3 Principal Collection Account if all payments required to have been made under the
Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the
aggregate amount of Principal Collections that pursuant to Section 5.2(b) (Collections Allocation) have been received for deposit
into the Series 2022-3 Principal Collection Account from but excluding the preceding Payment Date to and including such
Payment Date.
“Series 2022-3 Moody’s AAA Components ” means each of:
i) the Series 2022-3 Moody’s Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2022-3 Moody’s Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2022-3 Moody’s Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2022-3 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2022-3 Moody’s Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2022-3 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2022-3 Moody’s Remainder AAA Amount.
“Series 2022-3 Moody’s AAA Select Component ” means each Series 2022-3 Moody’s AAA Component other
than the Due and Unpaid Lease Payment Amount.
Series 2022-3 Moody’s AAA Select Component, a percentage equal to the greater of:
“Series 2022-3 Moody’s Adjusted Advance Rate ” means, as of any date of determination, with respect to any
(a)
(i) the Series 2022-3 Moody’s Baseline Advance Rate with respect to such Series 2022-3 Moody’s AAA
Select Component as of such date, minus
(ii) the Series 2022-3 Moody’s Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2022-3 Moody’s AAA Select Component, minus
(iii) the Series 2022-3 Moody’s MTM/DT Advance Rate Adjustment as of such date, if any, with respect
to such Series 2022-3 Moody’s AAA Select Component; and
(b) zero.
“Series 2022-3 Moody’s Baseline Advance Rate ” means, with respect to each Series 2022- 3 Moody’s AAA
Select Component, the percentage set forth opposite such Series 2022-3 Moody’s AAA Select Component in the following
table:
Series 2022-3 Moody’s AAA Select Component
Series 2022-3 Moody’s Baseline
Advance Rate
Series 2022-3 Moody’s Eligible Investment Grade Program Vehicle
Amount
Series 2022-3 Moody’s Eligible Investment Grade Program Receivable
Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade Program Vehicle
Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2022-3 Moody’s Eligible Investment Grade Non-Program Vehicle
Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount
Series 2022-3 Medium-Duty Truck Amount
Cash Amount
Series 2022-3 Moody’s Remainder AAA Amount
95.00%
95.00%
92.00%
92.00%
0.00%
85.00%
85.00%
65.00%
100.00%
0.00%
“Series 2022-3 Moody’s Blended Advance Rate ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2022-3 Moody’s Blended Advance Rate Weighting Numerator and
the denominator of which is the Series 2022-3 Moody’s Blended Advance Rate Weighting Denominator, in each case as of such
date.
“Series 2022-3 Moody’s Blended Advance Rate Weighting Denominator ” means, as of any date of
determination, an amount equal to the sum of each Series 2022-3 Moody’s AAA Select Component, in each case as of such date.
“Series 2022-3 Moody’s Blended Advance Rate Weighting Numerator ” means, as of any date of determination,
an amount equal to the sum of an amount with respect to each Series 2022-3 Moody’s AAA Select Component equal to the
product of such Series 2022-3 Moody’s AAA Select Component and the Series 2022-3 Moody’s Adjusted Advance Rate with
respect to such Series 2022-3 Moody’s AAA Select Component, in each case as of such date.
determination,
“Series 2022-3 Moody’s Concentration Adjusted Advance Rate ” means as of any date of
(i) with respect to the Series 2022-3 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, the excess, if any, of the Series 2022-3 Moody’s Baseline Advance Rate with respect to such
Series 2022-3 Moody’s Eligible Investment Grade Non-Program Vehicle Amount over the Series 2022-3 Moody’s
Concentration Excess Advance Rate Adjustment with respect to such Series 2022-3 Moody’s Eligible Investment Grade
Non-Program Vehicle Amount, in each case as of such date, and
(ii) with respect to the Series 2022-3 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2022-3 Moody’s Baseline Advance Rate with respect to such Series 2022-3 Moody’s
Eligible Non-Investment Grade Non-Program Vehicle Amount over the Series 2022-3 Moody’s Concentration Excess
Advance Rate Adjustment with respect to such Series 2022-3 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount, in each case as of such date.
“Series 2022-3 Moody’s Concentration Excess Advance Rate Adjustment ” means, with respect to any Series
2022-3 Moody’s AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a
fraction, the numerator of which is (I) the product of (A) the portion
of the Series 2022-3 Moody’s Concentration Excess Amount, if any, allocated to such Series 2022-3 Moody’s AAA Select
Component by HVF III and (B) the Series 2022-3 Moody’s Baseline Advance Rate with respect to such Series 2022-3 Moody’s
AAA Select Component, and the denominator of which is (II) such Series 2022-3 Moody’s AAA Select Component, in each
case as of such date, and (b) the Series 2022- 3 Moody’s Baseline Advance Rate with respect to such Series 2022-3 Moody’s
AAA Component; provided that, the portion of the Series 2022-3 Moody’s Concentration Excess Amount allocated pursuant to
the preceding clause (a)(I)(A) shall not exceed the portion of such Series 2022-3 Moody’s AAA Select Component that was
included in determining whether such Series 2022-3 Moody’s Concentration Excess Amount exists.
“Series 2022-3 Moody’s Concentration Excess Amount ” means, as of any date of determination, the sum of (i)
the Series 2022-3 Moody’s Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if
any, (ii) the Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series
2022-3 Moody’s Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2022-3 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of
calculating this definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2022-3
Moody’s Eligible Manufacturer Receivables, in each case, included in the Series 2022-3 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-3 Moody’s Manufacturer Concentration
Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Manufacturer Concentration Excess Amounts,
as of such date, shall not be included in the Series 2022-3 Non-Liened Vehicle Amount for purposes of calculating the Series
2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2022-3 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date or the Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2022-3 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of
such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2022-3 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF
III to constitute Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be
included in the Series 2022-3 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating the Series 2022-3 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series 2022-3
Medium-Duty Truck Amount for purposes of calculating the Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess
Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series
2022-3 Medium- Duty Truck Amount for purposes of calculating the Series 2022-3 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Medium- Duty Truck
Concentration Excess Amounts as of such date, shall not be included in the Series 2022-3 Moody’s Manufacturer Amount for
the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-3 Moody’s Manufacturer Concentration
Excess Amount, as of such date or the Series 2022- 3 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-3
Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2022-3 Moody’s
Eligible Manufacturer Receivables included in the Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount for purposes of calculating the Series 2022-3 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Non-Investment Grade (High)
Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2022-3 Moody’s
Manufacturer Amount for the Manufacturer with respect to such Series 2022-3 Moody’s Eligible Manufacturer Receivable for
purposes of calculating the Series 2022-3 Moody’s Manufacturer Concentration Excess Amount, as of such date and (v) the
determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-3 Moody’s Eligible Manufacturer
Receivables are designated as constituting (A) Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B)
Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2022-3 Moody’s Manufacturer
Concentration Excess Amounts and (D) Series 2022-3 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts, in each case, as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-3 Moody’s Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022- 3 Moody’s Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2022-3 Moody’s Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2022-3 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2022-3 Moody’s Investment Grade Manufacturers.
“Series 2022-3 Moody’s Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022-3 Moody’s Investment Grade Program
Vehicle for which the Disposition Date has not occurred as of such date.
determination:
“Series 2022-3 Moody’s Eligible Manufacturer Receivable ” means, as of any date of
(i) each Manufacturer Receivable by any Manufacturer that has a Relevant Moody’s
Rating as of such date of at least “A3” pursuant to a Manufacturer Program that, as of such date, has not remained unpaid
for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable;
(ii) each Manufacturer Receivable by any Manufacturer that (a) has a Relevant Moody’s Rating as of such date
of (i) less than “A3” and (ii) at least “Baa3”, pursuant to a Manufacturer Program that, as of such date, has not remained
unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable; and
(iii) each Manufacturer Receivable by a Series 2022-3 Moody’s Non-Investment Grade (High) Manufacturer
or a Series 2022-3 Moody’s Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer
Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the Disposition Date with
respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any date
of determination, the sum of all Series 2022-3 Moody’s Eligible
Manufacturer Receivables, in each case, as of such date by all Series 2022-3 Moody’s Non-Investment Grade (High)
Manufacturers.
“Series 2022-3 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2022-3 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2022-3 Moody’s Non-Investment Grade (Low) Manufacturers.
“Series 2022-3 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date
of determination, the sum of the Net Book Value of each Series 2022-3 Moody’s Non-Investment Grade Non-Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2022-3 Moody’s Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2022-3 Moody’s Non-Investment Grade (High)
Program Vehicle and each Series 2022-3 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case, for which the
Disposition Date has not occurred as of such date.
“Series 2022-3 Moody’s Investment Grade Manufacturer ” means, as of any date of determination, (a) any
Manufacturer that has a Relevant Moody’s Rating as of such date of at least “Baa3”, and (b) any Manufacturer that (i) does not
have a Relevant Moody’s Rating of at least “Baa3” as of such date, (ii) does not have a long-term corporate family rating from
Moody’s as of such date, and (iii) has a long-term senior unsecured debt rating from Moody’s of at least “Ba1” as of such date;
provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in
HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade
(as applicable) by Moody’s for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of
any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and
(y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-3 Moody’s Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2022-3 Moody’s Investment Grade Manufacturer that is not a Series 2022-3 Moody’s
Investment Grade Program Vehicle as of such date.
“Series 2022-3 Moody’s Investment Grade Program Vehicle ” means, as of any date of determination, any
Program Vehicle manufactured by a Series 2022-3 Moody’s Investment Grade Manufacturer that is subject to a Manufacturer
Program on the Vehicle Operating Lease Commencement
Date for such Program Vehicle unless it has been redesignated (and as of such date remains so designated) as a Non-Program
Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease (or such other similar section of another Lease, as
applicable) as of such date.
“Series 2022-3 Moody’s Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2022-3 Moody’s Eligible Manufacturer Receivables with respect to such
Manufacturer.
“Series 2022-3 Moody’s Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer
as of any date of determination, the excess, if any, of the Series 2022-3 Moody’s Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2022-3
Maximum Manufacturer Amount with respect to such Manufacturer as of such date; provided that, for purposes of calculating
such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-3 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-3 Moody’s
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in either of (x) the Series 2022-3 Non-Liened Vehicle
Amount for purposes of calculating the Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such
date or (y) the Series 2022-3 Medium-Duty Truck Amount for purposes of calculating the Series 2022-3 Moody’s Medium-
Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series
2022-3 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-3 Moody’s Non-Liened Vehicle Concentration
Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess
Amounts as of such date, shall not be included in the Series 2022-3 Moody’s Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2022-3 Moody’s Manufacturer Concentration Excess Amount, as of such
date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-3 Medium-Duty Truck Amount for purposes
of calculating the Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to
constitute Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amounts as of such date, shall not be included in
the Series 2022-3 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the
Series 2022-3 Moody’s Manufacturer Concentration Excess Amount, as of such date, (iv) the amount of any Series 2022-3
Moody’s Eligible Manufacturer Receivables included in the Series 2022- 3 Moody’s Eligible Non-Investment Grade (High)
Program Receivable Amount for purposes of calculating the Series 2022-3 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2022-3
Moody’s Manufacturer Amount for the Manufacturer with respect to such Series 2022-3 Moody’s Eligible Manufacturer
Receivable for purposes of calculating the Series 2022-3 Moody’s Manufacturer Concentration Excess Amount, as of such date,
and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-3 Moody’s Eligible
Manufacturer Receivables are to be designated as constituting (A) Series 2022-3 Moody’s Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2022-3 Moody’s
Manufacturer Concentration Excess Amounts and (D) Series 2022-3 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2022-3 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2022-3 Medium-Duty Truck Amount for purposes of calculating the Series 2022-3
Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2022- 3 Moody’s
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-3 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-3 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2022-3 Medium-Duty Truck Amount for purposes of calculating the Series 2022-3 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Medium-Duty Truck
Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-3 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-3 Moody’s Non-Liened Vehicle
Concentration Excess Amount, as of such date,(iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-3
Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-3
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s
Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-3 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting
(A) Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-3 Moody’s Non-Liened
Vehicle Concentration Excess Amount and (C) Series 2022-3 Moody’s Manufacturer Concentration Excess Amounts, in each
case as of such date shall be made iteratively by HVF III in its reasonable discretion.
determination,
“Series 2022-3 Moody’s MTM/DT Advance Rate Adjustment ” means, as of any date of
(i) with respect to the Series 2022-3 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, a percentage equal to the product of (i) the Series 2022-3 Failure Percentage as of such date
and (ii) the Series 2022-3 Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-3 Moody’s
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2022-3 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
a percentage equal to the product of (i) the Series 2022-3 Failure Percentage as of such date and (ii) the Series 2022-3
Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-3 Moody’s Eligible Non-Investment
Grade Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2022-3 Moody’s AAA Component, zero.
“Series 2022-3 Moody’s Non-Investment Grade (High) Manufacturer ” means, as of any date of determination,
any Manufacturer that (a) is not a Series 2022-3 Moody’s Investment Grade Manufacturer as of such date and (b) has a Relevant
Moody’s Rating of at least “Ba3” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto
immediately preceding such withdrawal or downgrade (as applicable) by Moody’s for a period of thirty
(30) days following the earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the
Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee
notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-3 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2022-3 Moody’s Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount with
respect to such Series 2022-3 Moody’s Non-Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any
Series 2022-3 Moody’s Eligible Manufacturer Receivables with respect to any Series 2022-3 Moody’s Non-Investment Grade
(High) Manufacturer included in the Series 2022-3 Moody’s Manufacturer Amount for purposes of calculating the Series 2022-3
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s
Manufacturer Concentration Excess Amounts as of such date, shall not be included in the Series 2022-3 Moody’s Eligible Non-
Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2022-3 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables
are to be designated as constituting (A) Series 2022-3 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts and (B) Series 2022-3 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date, shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-3 Moody’s Non-Investment Grade (High) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-3 Moody’s Non-Investment Grade (High) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
any Manufacturer that has a Relevant Moody’s Rating as of such date of less than
“Series 2022-3 Moody’s Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination,
“Ba3”; provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer
may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or
downgrade (as applicable) Moody’s for a period of thirty (30) days following the earlier of (x) the date on which any of the
Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the
date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-3 Moody’s Non-Investment Grade (Low) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-3 Moody’s Non-Investment Grade (Low) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-3 Moody’s Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2022-3 Moody’s Non- Investment Grade (High) Manufacturer or a
Series 2022-3 Moody’s Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2022-3 Moody’s Non-Investment
Grade (High) Program Vehicle or a Series 2022-3 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case as of
such date.
“Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount ” as of any date of determination,
the excess, if any, of the Series 2022-3 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the Aggregate
Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service asserting
that HVF III owes tax as a result of being a “publicly traded partnership” treated as a corporation for U.S. federal income tax
purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination” within the
meaning of Section 1313(a) of the Code that HVF III is not a “publicly traded partnership” treated as a corporation for U.S.
federal income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of calculating
such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-3 Non-Liened
Vehicle Amount for purposes of calculating the Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount and
designated by HVF III to constitute Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such
date, shall not be included in the Series 2022-3 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2022-3 Moody’s Manufacturer Concentration Excess Amount, as of such date, (ii) the Net
Book Value of any Eligible Vehicle included in the Series 2022-3 Non-Liened Vehicle Amount for purposes of calculating the
Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series
2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-3
Medium- Duty Truck Amount for purposes of calculating the Series 2022-3 Moody’s Medium-Duty Truck Concentration
Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-3 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-3 Moody’s
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-3 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-3 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, and (iv)
the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting (A) Series
2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-3 Moody’s Medium-Duty Truck
Concentration Excess Amount and (C) Series 2022-3 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-3 Moody’s Remainder AAA Amount ” means, as of any date of determination, the excess, if any,
of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(i) the Series 2022-3 Moody’s Eligible Investment Grade Program Vehicle Amount as of such date,
(ii) the Series 2022-3 Moody’s Eligible Investment Grade Program Receivable Amount as of such
(iii) the Series 2022-3 Moody’s Eligible Non-Investment Grade Program Vehicle Amount as of such
date,
date,
(iv) the Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
as of such date,
(v) the Series 2022-3 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(vi) the Series 2022-3 Moody’s Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(vii) the Series 2022-3 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(viii) the Cash Amount as of such date, and
(ix) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2022-3 Non-Liened Vehicle Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle for which the Disposition Date has not occurred as of such date and with respect
to which the Certificate of Title does not note the Collateral Agent as the first lienholder (and, the Certificate of Title with
respect to which has not been submitted to the appropriate state authorities for such notation or the fees due in respect of such
notation have not yet been paid).
“Series 2022-3 Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any
date of determination, the sum of the respective Series 2022-3 Third-Party Market Values of each such Non-Program Vehicle as
of such date.
“Series 2022-3 Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any
Series 2022-3 Measurement Month, commencing with the third Series 2022-3 Measurement Month following the Series 2022-3
Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding
salvage sales) during such Series 2022-3 Measurement Month and the two Series 2022-3 Measurement Months preceding such
Series 2022-3 Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such
Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program
Vehicles.
the Class D Noteholders and, if the Class E Notes have been issued, the Class E Noteholders, collectively.
“Series 2022-3 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders,
the Class E Notes have been issued, the Class E Notes, collectively.
“Series 2022-3 Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and, if
“Series 2022-3 Operating Expense Amount ” means, with respect to any Payment Date, the sum (without
duplication) of (a) the aggregate amount of Series 2022-3 Carrying Charges on such Payment Date (excluding any Series 2022-3
Carrying Charges payable to the Series 2022-3 Noteholders) and (b) the Series 2022-3 Percentage of the Carrying Charges, if
any, payable by HVF III on such Payment Date (excluding any Carrying Charges payable to the Series 2022-3 Noteholders).
“Series 2022-3 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a
Series 2022-3 Lease Principal Payment Deficit, an amount equal to the Series 2022- 3 Invested Percentage with respect to
Principal Collections (as of the Payment Date on which such Series 2022-3 Lease Payment Deficit occurred) of such Past Due
Rent Payment and (b) with respect to any Past Due Rent Payment in respect of a Series 2022-3 Lease Interest Payment Deficit,
an amount equal to the Series 2022-3 Invested Percentage with respect to Interest Collections (as of the Payment Date on which
such Series 2022-3 Lease Payment Deficit occurred) of such Past Due Rent Payment.
“Series 2022-3 Payment Date Available Interest Amount ” means, with respect to each Series 2022-3 Interest
Period, the sum of the Series 2022-3 Daily Interest Allocation for each Series 2022- 3 Deposit Date in such Series 2022-3
Interest Period.
“Series 2022-3 Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without
duplication) of the amounts payable pursuant to Sections 5.3(a) through (g) (Application of Funds in the Series 2022-3 Interest
Collection Account).
“Series 2022-3 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2022-3 Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.
“Series 2022-3 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and
other Liens imposed by law, securing obligations that are not more than thirty (30) days past due or are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (iii) Liens in favor of the Trustee pursuant to any Series 2022-3 Related Document,
Related Document or any other Series Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral
Agency Agreement and (iv) any Lien on any Vehicle arising out of or in connection with the sale of a Vehicle in the ordinary
course. Series 2022-3 Permitted Liens shall be “Series Permitted Liens” with respect to the Series 2022-3 Notes.
“Series 2022-3 Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and, if the Class E Notes
have been issued as of such date, the Class E Principal Amount, in each case, as of such date. The Series 2022-3 Principal
Amount shall be the “Principal Amount” with respect to the Series 2022-3 Notes. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2022-3 Notes it means the Class A Principal Amount, the Class B
Principal Amount, the Class C Principal Amount, the Class D Principal Amount or the Class E Principal Amount, as applicable.
Accounts) of this Series 2022-3 Supplement.
“Series 2022-3 Principal Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-3
“Series 2022-3 Principal Collection Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Series 2022-3 Principal Collection Account as of such date.
“Series 2022-3 Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of
business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series 2022-3 Notes is deemed
to have occurred with respect to the Series 2022-3 Notes, and ending upon the earlier to occur of (i) the date on which the Series
2022-3 Notes are paid in full and (ii) the termination of this Series 2022-3 Supplement.
“Series 2022-3 Rating Agency Condition ” means (a) the notification in writing by each Rating Agency then
rating any Class of Series 2022-3 Notes at the request of HVF III that a proposed action will not result in a reduction or
withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, or (b) each Rating Agency then rating
any Class of Series 2022-3 Notes at the request of HVF III shall have been given notice of such event at least ten (10) days prior
to the occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice prior to the occurrence of such event that the occurrence of such
event will itself cause such Rating Agency to downgrade, qualify, or withdraw its rating assigned to such Class. The Series 2022-
3 Rating Agency Condition shall be the “Rating Agency Condition” with respect to the Series 2022-3 Notes.
Class A/B/C/D Demand Note.
“Series 2022-3 Related Documents ” means the Related Documents, this Series 2022-3 Supplement and each
“Series 2022-3 Restatement Date” means October 20, 2023.
“Series 2022-3 Revolving Period” means the period from the Series 2022-3 Closing Date to the earlier of (i) the
commencement of the Series 2022-3 Controlled Amortization Period and (ii) the commencement of the Series 2022-3 Rapid
Amortization Period.
3 Supplement.
“Series 2022-3 Supplement ” has the meaning specified in the Preamble of this Series 2022-
“Series 2022-3 Supplemental Indenture” means a supplement to this Series 2022-3
Supplement complying (to the extent applicable) with the terms of Section 9.9 (Amendments) of this Series 2022-3 Supplement.
determination during a calendar month:
“Series 2022-3 Third-Party Market Value ” means, with respect to each Non-Program Vehicle, as of any date of
(a) if the Series 2022-3 Third-Party Market Value Procedures have been completed for such month, then
(i) the Monthly NADA Mark, if any, for such Non-Program Vehicle obtained in such calendar month
in accordance with such Series 2022-3 Third-Party Market Value Procedures;
(ii) if, pursuant to the Series 2022-3 Third-Party Market Value Procedures, no Monthly NADA Mark
for such Non-Program Vehicle was obtained in such calendar month, then the Monthly Blackbook Mark, if any,
for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2022-3 Third-
Party Market Value Procedures; and
(iii) if, pursuant to the Series 2022-3 Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month
(regardless of whether such value was not obtained because (A) neither a Monthly NADA Mark nor a Monthly
Blackbook Mark was obtained in undertaking the Series 2022-3 Third-Party Market Value Procedures or (B)
such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s reasonable estimation of the fair market value of such
Non-Program Vehicle as of such date of determination; and
(b) until the Series 2022-3 Third-Party Market Value Procedures have been completed for such calendar
(i) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior
to the first day of such calendar month, the Series 2022-3 Third- Party Market Value obtained in the
immediately preceding calendar month, in accordance with the Series 2022-3 Third-Party Market Value
Procedures for such immediately preceding calendar month, and
(ii) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or
after the first day of such calendar month, then the Administrator’s reasonable estimation of the fair market
value of such Non-Program Vehicle as of such date of determination.
month:
“Series 2022-3 Third-Party Market Value Procedures ” means, with respect to each calendar month and each
Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
(a) HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly
NADA Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month,
and
(b) if no Monthly NADA Mark was obtained for any such Non-Program Vehicle described in clause (a) above
upon such attempt, then HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a
Monthly Blackbook Mark for any such Non- Program Vehicle.
“Series 2022-3 Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the Series
2022-3 Percentage of fees payable to the Trustee with respect to the Notes on such Payment Date.
“Series-Specific 2022-3 Collateral” means the Series 2022-3 Account Collateral with respect to each Series
2022-3 Account and each Class A/B/C/D Demand Note. The Series-Specific 2022- 3 Collateral shall be the “Series-Specific
Collateral” with respect to the Series 2022-3 Notes.
“Similar Law” has the meaning specified in Section 2.2(l) (Transfer Restrictions for Global Notes ) of this Series
2022-3 Supplement.
United States Treasury securities with a constant maturity (as compiled and published
“Treasury Rate” means with respect a Redemption Date, the yield to maturity at the time of computation of
in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two (2) business
days prior to such Redemption Date (or, if such statistical release is no longer published, any publicly available source of similar
market data)) most nearly equal to the period from such Redemption Date to the Expected Final Payment Date; provided that, if
the period from the Redemption Date to the Expected Final Payment Date is not equal to the constant maturity of a United States
Treasury security for which a weekly average yield is given, then the Treasury Rate will be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which
such yields are given, except that if the period from such Redemption Date to the Expected Final Payment Date is less than one
(1) year, then the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of
one (1) year will be used.
2022-3 SUPPLEMENT
SCHEDULE II TO THE SERIES
MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION
Aggregate Principal Amount
Class A Monthly Interest Amount
Class A Principal Amount
Class A/B/C/D Adjusted Principal Amount
Class A/B/C/D Available L/C Cash Collateral Account Amount
Class A/B/C/D Available Reserve Account Amount
Class A/B/C/D Letter of Credit Amount
Class A/B/C/D Letter of Credit Liquidity Amount
Class A/B/C/D Liquid Enhancement Amount
Class A/B/C/D Principal Amount
Class A/B/C/D Required Liquid Enhancement Amount
Class A/B/C/D Required Reserve Account Amount
Class A/B/C/D Reserve Account Deficiency Amount
Class B Monthly Interest Amount
Class B Principal Amount
Class C Monthly Interest Amount
Class C Principal Amount
Class D Monthly Interest Amount
Class D Principal Amount
Class E Monthly Interest Amount (if applicable)
Class E Principal Amount (if applicable)
Determination Date
Aggregate Asset Amount
Aggregate Asset Amount Deficiency
Aggregate Asset Coverage Threshold Amount
Asset Coverage Threshold Amount
Carrying Charges
Cash Amount
Collections
Due and Unpaid Lease Payment Amount
Interest Collections
Percentage
Principal Collections
Advance Rate
Asset Coverage Threshold Amount
Payment Date
Series 2022-3 Accrued Amounts
Series 2022-3 Adjusted Asset Coverage Threshold Amount
Series 2022-3 Asset Amount
Series 2022-3 Asset Coverage Threshold Amount
Series 2022-3 Blended Advance Rate
Series 2022-3 Capped Administrator Fee Amount
Series 2022-3 Capped Operating Expense Amount
Series 2022-3 Capped Trustee Fee Amount
Series 2022-3 Excess Administrator Fee Amount
Series 2022-3 Excess Operating Expense Amount
Series 2022-3 Excess Trustee Fee Amount
Series 2022-3 Failure Percentage
Series 2022-3 Floating Allocation Percentage
Series 2022-3 Administrator Fee Amount
Series 2022-3 Trustee Fee Amount
Series 2022-3 Interest Period
Series 2022-3 Invested Percentage
Series 2022-3 Market Value Average
Series 2022-3 Medium-Duty Truck Amount
Series 2022-3 Moody’s Adjusted Advance Rate
Series 2022-3 Moody’s Blended Advance Rate
Series 2022-3 Moody’s Concentration Adjusted Advance Rate
Series 2022-3 Moody’s Concentration Excess Advance Rate Adjustment
Series 2022-3 Moody’s Concentration Excess Amount
Series 2022-3 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
Series 2022-3 Moody’s Eligible Investment Grade Program Receivable Amount
Series 2022-3 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2022-3 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
Series 2022-3 Moody’s Manufacturer Concentration Excess Amount
Series 2022-3 Moody’s Medium-Duty Truck Concentration Excess Amount
Series 2022-3 Moody’s MTM/DT Advance Rate Adjustment
Series 2022-3 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2022-3 Moody’s Non-Liened Vehicle Concentration Excess Amount
Series 2022-3 Moody’s Remainder AAA Amount
Series 2022-3 Non-Liened Vehicle Amount
Series 2022-3 Non-Program Fleet Market Value
Series 2022-3 Non-Program Vehicle Disposition Proceeds Percentage Average
Series 2022-3 Percentage
Series 2022-3 Principal Amount
Series 2022-3 Principal Collection Account Amount
Series 2022-3 Rapid Amortization Period
On or before the second Business Day following the Trustee’s receipt of a Monthly Noteholders’ Statement, the Trustee shall
post, or cause to be posted, a copy of such Monthly Noteholders’ Statement to https://gctinvestorreporting.bnymellon.com (or
such other website maintained by the Trustee and available to the Series 2022-3 Noteholders, as designated from time to time by
the Trustee).
EXHIBIT 4.10
EXECUTION VERSION
HERTZ VEHICLE FINANCING III LLC,
as Issuer,
THE HERTZ CORPORATION,
as Administrator, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary
____________
AMENDED AND RESTATED SERIES 2022-4 SUPPLEMENT
dated as of October 20, 2023 to
BASE INDENTURE
dated as of June 29, 2021
____________
$450,000,000 Series 2022-4 3.73% Rental Car Asset Backed Notes, Class A
$70,000,000 Series 2022-4 4.12% Rental Car Asset Backed Notes, Class B
$60,000,000 Series 2022-4 4.61% Rental Car Asset Backed Notes, Class C
$86,665,000 Series 2022-4 6.56% Rental Car Asset Backed Notes, Class D
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND CONSTRUCTION 3
Section 1.1 Defined Terms and References 3
Section 1.2 Rules of Construction 3
ARTICLE II ISSUANCE OF SERIES 2022-4 NOTES; FORM OF SERIES 2022-4 NOTES 4
Section 2.1 Issuance 4
Section 2.2 Transfer Restrictions for Global Notes 6
Section 2.3 Definitive Notes 11
Section 2.4 Legal Final Payment Date 11
Section 2.5 Required Series Noteholders 11
Section 2.6 FATCA 11
ARTICLE III INTEREST AND INTEREST RATES 12
Section 3.1 Interest 12
ARTICLE IV SERIES-SPECIFIC COLLATERAL 12
Section 4.1 Granting Clause 12
Section 4.2 Series 2022-4 Accounts 13
Section 4.3 Trustee as Securities Intermediary 15
Section 4.4 Demand Notes 16
Section 4.5 Subordination 17
Section 4.6 Duty of the Trustee 17
Section 4.7 Representations of the Trustee 17
ARTICLE V PRIORITY OF PAYMENTS 17
Section 5.1 [Reserved] 17
Section 5.2 Collections Allocation. 17
Section 5.3 Application of Funds in the Series 2022-4 Interest Collection Account 17
Section 5.4 Application of Funds in the Series 2022-4 Principal Collection Account 19
Section 5.5 Class A/B/C/D Reserve Account Withdrawals 20
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes 21
Section 5.7 Past Due Rental Payments 23
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account 24
Section 5.9 Certain Instructions to the Trustee 27
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment 27
ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING
CONDITIONS 27
Section 6.1 Representations and Warranties 27
Section 6.2 Covenants 28
Section 6.3 Closing Conditions 29
Section 6.4 Further Assurances 29
ARTICLE VII AMORTIZATION EVENTS 30
Section 7.1 Amortization Events 30
ARTICLE VIII SUBORDINATION OF NOTES 32
Section 8.1 Subordination of Class B Notes 32
Section 8.2 Subordination of Class C Notes 33
Section 8.3 Subordination of Class D Notes 33
Section 8.4 Subordination of Class E Notes 33
TABLE OF CONTENTS
(continued)
Page
Section 8.5 When Distribution Must be Paid Over 33
ARTICLE IX GENERAL 34
Section 9.1 Optional Redemption of the Series 2022-4 Notes 34
Section 9.2 Information 34
Section 9.3 Confidentiality 34
Section 9.4 Ratification of Base Indenture 35
Section 9.5 Notice to the Rating Agencies 35
Section 9.6 Third Party Beneficiary 35
Section 9.7 Execution in Counterparts; Electronic Execution 35
Section 9.8 Governing Law 35
Section 9.9 Amendments 36
Section 9.10 Administrator to Act on Behalf of HVF III 38
Section 9.11 Successors 38
Section 9.12 Termination of Series Supplement 38
Section 9.13 Electronic Execution 38
Section 9.14 Additional UCC Representations 38
Section 9.15 Notices 39
Section 9.16 Submission to Jurisdiction 40
Section 9.17 Waiver of Jury Trial 40
Section 9.18 Issuance of Class E Notes 40
Section 9.19 Trustee Obligations under the Retention Requirements 42
Section 9.20 Amendment and Restatement; No Novation 42
SCHEDULE I TO THE SERIES 2022-4 SUPPLEMENT 45
SCHEDULE II TO THE SERIES 2022-4 SUPPLEMENT 77
TABLE OF CONTENTS
(continued)
EXHIBITS AND SCHEDULES
Schedule I Schedule II
Page
List of Defined Terms
Monthly Noteholders’ Statement Information
Exhibit A-1-1
Form of Series 2022-4 144A Global Class A Note
Exhibit A-1-2
Form of Series 2022-4 Regulation S Global Class A Note
Exhibit A-2-1
Form of Series 2022-4 144A Global Class B Note
Exhibit A-2-2
Form of Series 2022-4 Regulation S Global Class B Note
Exhibit A-3-1
Form of Series 2022-4 144A Global Class C Note
Exhibit A-3-2
Form of Series 2022-4 Regulation S Global Class C Note
Exhibit A-4-1
Form of Series 2022-4 144A Global Class D Note
Exhibit A-4-2
Form of Series 2022-4 Regulation S Global Class D Note
Exhibit B-1
Form of Demand Notice
Exhibit B-2
Form of Class A/B/C/D Demand Note
Exhibit C
Form of Reduction Notice Request Class A/B/C/D Letter of Credit
Exhibit D
Form of Lease Payment Deficit Notice
Exhibit E-2
Form of Transfer Certificate from 144A Global Note to Regulation S Global Note
Exhibit E-3
Form of Transfer Certificate from Regulation S Global Note to 144A Global Note
Exhibit F
Form of Class A/B/C/D Letter of Credit
AMENDED AND RESTATED SERIES 2022-4 SUPPLEMENT dated as of October 20,
2023 (“Series 2022-4 Supplement ”) among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“ Hertz”
or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided
in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “ Securities
Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27,
2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”), each between HVF III and the Trustee.
PRELIMINARY STATEMENT
WHEREAS, HVF III, Hertz and the Trustee entered into the Series 2022-4 Supplement, dated as of June 30, 2021 (the
“Original Series 2022-4 Supplement ”), pursuant to which HVF III issued the Series 2022-4 Notes, including the Series 2022-4
6.56% Rental Car Asset Backed Notes, Class D with a CUSIP number of 42806MBG3 and an ISIN number of US42806MBG33
(the “Original Class D 144A Global Note”);
WHEREAS, HVF III, Hertz and the Trustee entered into Amendment No. 1 to Series 2022-4 Supplement, dated as of
June 27, 2022 (the “First Amendment to the Series 2022-4 Supplement ”, and together with the Original Series 2022-4
Supplement, as amended, the “Amended Series 2022-4 Supplement”), pursuant to which HVF III, Hertz and the Trustee
amended the Original Series 2022-4 Supplement for the benefit of the Series 2022-4 Noteholders to, among other things, amend
(i) the minimum denomination of the Original Class D 144A Global Note and (ii) the definition of “Series 2022-4 Liquidation
Event”;
WHEREAS, Section 9.9(a) (Amendments—Without the Consent of the Series 2022-4 Noteholders ) of the Amended
Series 2022-4 Supplement permits HVF III and the Trustee to amend the Amended Series 2022-4 Supplement in writing,
without the consent of any Series 2022-4 Noteholder, subject to certain conditions set forth in the Amended Series 2022-4
Supplement;
WHEREAS, Section 9.9(a)(viii) (Amendments—Without the Consent of the Series 2022-4 Noteholders ) of the Amended
Series 2022-4 Supplement provides that HVF III and the Trustee, at any time and from time to time, may enter into an
amendment to the Amended Series 2022-4 Supplement without the consent of any Series 2022-4 Noteholder to effect any other
amendment not listed in Section 9.9(a) (Amendments—Without the Consent of the Series 2022-4 Noteholders ) that does not
materially adversely affect the interests of the Series 2022-4 Noteholders; provided that any such amendment requires (i) an
Officer’s Certificate of HVF III that such amendment shall not materially adversely affect the interests of the Series 2022-4
Noteholders, (ii) satisfaction of the Series 2022-4 Rating Agency Condition with respect to such amendment, and (iii) notice to
each Rating Agency of such amendment promptly after its execution;
WHEREAS, HVF III desires to amend and restate the Amended Series 2022-4 Supplement for the benefit of the Series
2022-4 Noteholders to, among other things, (i) issue Class D Notes that can be transferred or resold outside the United States to
non-U.S. persons (as such term is defined in Regulation S) in transactions in compliance with Regulation S, and (ii) remove the
requirement for each transferee of the Class D Notes to deliver a letter of representation to the Trustee and the Servicer in
connection with such transfer (collectively, the “Class D Amendments”);
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate that the Class D Amendments herein that are
being implemented in accordance with Section 9.9(a)(viii) (Amendments—
Without the Consent of the Series 2022-4 Noteholders ) of the Amended Series 2022-4 Supplement do not materially adversely affect
the interests of the Series 2022-4 Noteholders;
WHEREAS, the Series 2022-4 Rating Agency Condition is satisfied with respect to the Class D Amendments described
herein;
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
the Class D Amendments herein contained comply with the requirements of Section 9.9(d) (Series 2022-4 Supplemental
Indentures) of the Amended Series 2022-4 Supplement;
WHEREAS, in connection with the Class D Amendments, HVF III has (i) authorized and directed the Trustee to cancel
the Original Class D 144A Global Note on the date hereof and (ii) requested the Trustee to (A) authenticate (1) one 144A Global
Note registered in the name of Cede & Co., as nominee of The Depository Trust Company, representing an aggregate of
$86,665,000 in the principal amount of the HVF III’s Series 2022-4 6.56% Rental Car Asset Backed Notes, Class D, having a
CUSIP number of 42806MBG3 and an ISIN number of US42806MBG33 (the “Re-issued Class D 144A Global Note ”) and (2)
one Regulation S Global Note registered in the name of Cede & Co., as nominee of The Depository Trust Company,
representing an aggregate of $0 in the principal amount of HVF III’s Series 2022-4 6.56% Rental Car Asset Backed Notes, Class
D, having a CUSIP number of U4280MAZ4 and an ISIN number of USU4280MAZ42 (the “Class D Regulation S Global Note”
and, together with the Re-issued Class D 144A Global Note, the “Restatement Date Class D Notes”), and (B) deliver said
authenticated Restatement Date Class D Notes to, or for the account of The Depository Trust Company, against receipt therefor;
WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2022-4 Supplement to confirm certain
representations, warranties and covenants made by it in such capacity for the benefit of the Series 2022-4 Noteholders; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
DESIGNATION
Supplement, and such Series of Notes was designated as Series 2022-4 Rental Car Asset Backed Notes.
A Series of Notes was created and issued pursuant to the Base Indenture and the Original Series 2022-4
On the Series 2022-4 Closing Date, the following classes of Series 2022-4 Rental Car Asset Backed Notes were
issued:
(i) the Series 2022-4 3.73% Rental Car Asset Backed Notes, Class A (as referred to herein, the “ Class A
Notes”);
(ii) the Series 2022-4 4.12% Rental Car Asset Backed Notes, Class B (as referred to herein, the “ Class B
Notes”);
(iii) the Series 2022-4 4.61% Rental Car Asset Backed Notes, Class C (as referred to herein, the “ Class C
Notes”); and
(iv) the Original Class D 144A Global Note.
Subsequent to the Series 2022-4 Closing Date, HVF III may on any date during the Series 2022-4 Revolving
Period offer and sell additional Series 2022-4 Notes in a single Class (which may, but is not required to be comprised of one or
more Subclasses and/or Tranches), subject to satisfaction of the
conditions set forth in Section 9.18 (Issuance of Class E Notes) of this Series 2022-4 Supplement, which, if issued, shall be
designated as the Series 2022-4 Fixed Rate Rental Car Asset Backed Notes, Class E, and referred to herein as the “Class E
Notes”.
On the Series 2022-4 Restatement Date, the Original Class D 144A Global Note shall be cancelled, and the
Restatement Date Class D Notes shall be issued and authenticated.
Notes, are referred to herein collectively as the “Series 2022-4 Notes”. The Class A
The Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, and, if issued, the Class E
Notes, the Class B Notes, the Class C Notes and the Class D Notes are referred to herein collectively as the “ Class A/B/C/D
Notes”.
The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Class D Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 Defined Terms and References . Capitalized terms used herein shall have the meanings assigned to such
terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article,
Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles,
Sections or Subsections of this Series 2022-4 Supplement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2022-4 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise
stated herein, all references herein to the “Series 2022-4 Supplement” shall mean the Base Indenture, as supplemented hereby.
Section 1.2 Rules of Construction. In this Series 2022-4 Supplement, including the preamble, recitals, attachments,
schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to an agreement or document shall include the preamble, recitals, all attachments,
schedules, annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including
all such attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented,
restated and otherwise modified from time to time and to any successor or replacement agreement or document, as applicable
(unless otherwise stated);
(c) reference to any Person includes such Person’s successors and assigns but, if applicable, only if
such successors and assigns are not prohibited by this Series 2022-4 Supplement, and reference to any Person in a particular
capacity only refers to such Person in such capacity;
(d) reference to any gender includes the other gender;
codified or reenacted, in whole or in part, and in effect from time to time;
(e) reference to any Requirement of Law means such Requirement of Law as amended, modified,
generality of any description preceding such term;
(f) “including” (and with correlative meaning “include”) means including without limiting the
(g) with respect to the determination of any period of time, “from” means “from and including” and
“to” means “to but excluding”;
(h) references to sections of the Code also refer to any successor sections;
(i) reference to any Related Document or other contract or agreement means
such Related Document, contract or agreement as amended and restated, amended, supplemented or otherwise modified from
time to time, but if applicable, only if such amendment, supplement or modification is permitted by the Base Indenture and the
other applicable Related Documents; and
the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.
(j) the language used in this Series 2022-4 Supplement will be deemed to be the language chosen by
ARTICLE II
ISSUANCE OF SERIES 2022-4 NOTES; FORM OF SERIES 2022-4 NOTES
Section 2.1 Issuance.
(a) Initial Issuance on the Series 2022-4 Closing Date . On the terms and conditions set forth in the
Original Series 2022-4 Supplement, HVF III issued and caused the Trustee to authenticate, the initial Class A/B/C/D Notes on
the Series 2022-4 Closing Date. Such Class A/B/C/D Notes:
(i) had, with respect to each Class of Series 2022-4 Notes, the initial principal amount equal to the Class Initial
Principal Amount for such Class;
(ii) had, with respect to each Class of Series 2022-4 Notes, the interest rate set forth in the definition of Note
Rate for such Class;
(iii) were dated the Series 2022-4 Closing Date;
(iv) had, with respect to each Class of Series 2022-4 Notes, the maturity date set forth in the definition of Legal
Final Payment Date for such Class;
(v) were rated, with respect to the Class A Notes, Class B Notes and Class C Notes, by Moody’s and Fitch and,
with respect to the Class D Notes, by Moody’s; and
(vi) were duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-4
Supplement.
(b) Issuance on the Series 2022-4 Restatement Date . On the terms and conditions set forth in this
Series 2022-4 Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D
Notes on the Series 2022-4 Restatement Date. Such Restatement Date Class D Notes shall:
(i) have the initial principal amount equal to the Class Initial Principal Amount for the Class D Notes;
(ii) have the interest rate set forth in the definition of Note Rate for the Class D Notes;
(iii) be dated the Series 2022-4 Restatement Date;
(iv) have the maturity date set forth in the definition of Legal Final Payment Date for the Class D Notes;
(v) be rated by Moody’s; and
(vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-4
Supplement.
(c) Form of the Class A/B/C/D Notes. The Class A/B/C Notes were offered and sold by HVF III on
the Series 2022-4 Closing Date pursuant to the Class A/B/C Purchase Agreement, and the Original Class D 144A Global Note
was sold by HVF III on the Series 2022-4 Closing Date to the Initial Class D Note Purchaser pursuant to the Class D Purchase
Agreement. The Class A/B/C Notes were 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. On the Class D Subsequent Issuance Date, the Initial Class D Note Purchaser sold the Original Class D 144A
Global Note to the Class D Subsequent Initial Purchasers pursuant to the Class D Subsequent Purchase Agreement. The Class
A/B/C/D Notes following their initial resale may be transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in
accordance with the procedures described herein. The Class A/B/C/D Notes will be Book-Entry Notes and DTC will act as the
Depository for the Class A/B/C/D Notes.
to the contrary, the initial Payment Date with respect to the Series 2022-4 Notes shall be April 25, 2022.
(d) Initial Payment Date. Notwithstanding anything herein or in any Series 2022-4 Related Document
( e ) 144A Global Notes. Each Class of the Class A/B/C Notes offered and sold in their initial
distribution on the Series 2022-4 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series
2022-4 Restatement Date 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 with respect to the Class A Notes in Exhibit A-1-1 to the Original
Series 2022-4 Supplement, with respect to the Class B Notes in Exhibit A-2-1 to the Original Series 2022-4 Supplement, with
respect to the Class C Notes in Exhibit A-3-1 to the Original Series 2022-4 Supplement and with respect to the Restatement
Date Class D Notes in Exhibit A-4-1 to this Series 2022-4 Supplement, in each case registered in the name of Cede & Co., as
nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “ 144A Global Notes”). The aggregate
principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the
records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal
amount of the corresponding class of Regulation S Global Notes, as hereinafter provided. Each 144A Global Note shall
represent such of the outstanding principal amount of the related Class of Series 2022-4 Notes as shall be specified in the
schedule attached thereto and each shall provide that it shall represent the aggregate principal amount of such Class of Series
2022-4 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series
2022-4 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and
redemptions of such 144A Global Note. Any endorsement of a 144A Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of the Class of outstanding Series 2022-4 Notes represented thereby shall be made
by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for
Global Notes) hereof.
(f) Regulation S Global Notes. Each Class of the Class A/B/C Notes offered and sold on the Series
2022-4 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2022-4 Restatement 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 with respect to the Class A Notes in Exhibit A-1-2 to the Original Series 2022-4
Supplement, with respect to the Class B Notes in Exhibit A-2-2 to the Original Series 2022-4 Supplement, with respect to the
Class C Notes in Exhibit A-3-2 to the Original Series 2022-4 Supplement, and with respect to the Restatement Date Class D
Notes in Exhibit A-4-2 to this Series 2022-4 Supplement, in each case registered in the name of Cede & Co., as nominee of
DTC, and deposited with BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents
holding on behalf of Euroclear and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal
amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the
records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount
of the corresponding 144A Global Notes, as hereinafter provided. Each Regulation S Global Note shall represent such of the
outstanding principal amount of the related Class of Series 2022- 4 Notes as shall be specified in the schedule attached thereto
and each shall provide that it shall represent the aggregate principal amount of such Class of Series 2022-4 Notes from time to
time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2022-4 Notes represented
thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such Regulation
S Global Note. Any endorsement of a Regulation S Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of the Class of outstanding Series 2022-4 Notes represented thereby shall be made by the Trustee
in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes )
hereof.
Section 2.2 Transfer Restrictions for Global Notes.
(a) A 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 2.2(a) (Transfer Restrictions for Global Notes ) shall not
prohibit any transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the
corresponding Global Note in accordance with Section 2.8 (Transfer and Exchange ) of the Base Indenture and shall not
prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section
2.2 (Transfer Restrictions for Global Notes ).
(b) The transfer by a Note Owner holding a beneficial interest in a 144A Global Note to a Person who
wishes to take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed
representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) 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 III 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 Note Owner holding a beneficial interest in a 144A Global Note wishes at any time to
exchange its interest in such 144A Global Note for an interest in the corresponding 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 a 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 2.2(c) (Transfer Restrictions for Global Notes ). 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 144A Global Note to be so
exchanged or transferred, (ii) a written order from HVF III 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 E-1 hereto given by the applicable Note Owner holding such beneficial interest in such 144A Global Note, the
Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of the applicable 144A Global Note, and to
increase the principal amount of the applicable Regulation S Global Note, by the principal amount of the beneficial interest in
such 144A 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 such Regulation S Global Note having a principal amount equal to the amount by which the
principal amount of such 144A Global Note was reduced upon such exchange or transfer.
(d) If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to
exchange its interest in such Regulation S Global Note for an interest in the corresponding 144A 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 corresponding 144A
Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the
provisions of this Section 2.2(d) (Transfer Restrictions for Global Notes ). 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 such 144A Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global
Note to be so exchanged or transferred, (ii) a written order from HVF III 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 E-2 hereto given by such Note Owner, as applicable, holding such beneficial interest in such
Regulation S Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such
Regulation S Global Note and to increase the principal amount of such 144A Global Note, by the principal amount of the
beneficial interest in such Regulation S 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 such 144A Global Note having a principal amount equal to the amount by which the principal amount of such
Regulation S Global Note was reduced upon such exchange or transfer.
(e) The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear
System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
Banking” and the “Customer Handbook” of
Clearstream (collectively, the “ Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Class A
Notes, the Class B Notes, the Class C Notes and the Class D Notes which are in the form of Class A Global Notes, Class B
Global Notes, Class C Global Notes or Class D Global Notes, respectively.
following legend:
(f) The Class A/B/C/D Notes represented by 144A Global Notes shall bear the
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “ SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS. THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING III LLC (“ HVF
III”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“ RULE 144A”), TO A PERSON
IT REASONABLY BELIEVES IS A “ QUALIFIED INSTITUTIONAL BUYER ” AS DEFINED IN RULE
144A (A “ QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF III,
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.
the following legend:
(g) The Class A/B/C/D Notes represented by Regulation S Global Notes shall bear
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. 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 III LLC (“HVF III”) 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 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.
(h) All Class A/B/C/D Notes represented by Global Notes shall bear the following
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 THE
ISSUER 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.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A
BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT
ANY TIME HELD BY THE ISSUER OR ANY OTHER PERSON TREATED AS THE ISSUER FOR U.S.
FEDERAL INCOME TAX PURPOSES) AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.
(i) All Class A/B/C Notes represented by Global Notes shall bear the following
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT
(AND SHALL BE DEEMED TO REPRESENT) THAT EITHER (I) IT IS NOT AND IS NOT ACTING ON
BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”) OR (D) ANY GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT
IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
(“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY
SUCH PLAN, OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH
NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE (OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW).
IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT
PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ
VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR
RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF
ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT
OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND ANY
COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR
RESPECTIVE AFFILIATES TO ANY PROSPECTIVE TRANSFEREE OF THE NOTES IS RENDERED
SOLELY IN ITS CAPACITY AS
THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY SUCH PROSPECTIVE
TRANSFEREE.
(j) The Class D Notes shall bear the following legend:
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST THEREIN MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT IT IS NOT AND IS NOT ACTING
ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“INTERNAL REVENUE CODE ”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS”
BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE
ENTITY(WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN
SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A GOVERNMENTAL,
CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR
LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE INTERNAL REVENUE CODE (“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE ASSETS OF ANY SUCH PLAN, ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE
A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW.
(k) The required legends set forth above shall not be removed from the applicable Class A Notes,
Class B Notes, Class C Notes or Class D 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 III and the Registrar such satisfactory evidence, which may
include an Opinion of Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers of such Class A Note, Class B Note, Class C Notes or Class D
Note, as applicable, will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory
evidence, HVF III shall deliver to the Trustee an Opinion of Counsel stating that all conditions precedent to such legend
removal have been complied with, and the Trustee at the direction of HVF III shall authenticate and deliver in exchange for
such Restricted Note a Class A Note, Class B Note, Class C Note or Class D Note or Class A Notes, Class B Notes, Class C
Notes or Class D Notes, as applicable, 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 A Note, Class B Note, Class C Note or Class D Note as
provided above, no other Note issued in exchange for all or any part of such Class A Note, Class B Note, Class C Note or
Class D Note, as applicable, shall bear such legend, unless HVF III has reasonable cause to believe that such other Class A
Note, Class B Note, Class C Note or Class D Note, as applicable, is a “restricted security” within the meaning of Rule 144A
under the Securities Act and instructs the Trustee to cause a legend to appear thereon.
(l) The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person
shall be made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be
deemed to represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any
interest therein) for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA)
that is subject to Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code, (C) any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s
investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section
3(42) of ERISA) or (D) any governmental, church, non-U.S. or other plan that is subject to any non-U.S. federal, state or local
law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or any entity whose
underlying assets include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such
Class A/B/C Notes (or any interest therein) will not constitute
a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or result in a non-exempt
violation of any Similar Law.
(m) The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person
shall be made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed
to represent) that such transferee is not and is not acting on behalf of, or using the assets of (A) an “employee benefit plan” (as
defined in Section 3(3) of ERISA), that is subject to Title I of ERISA, (B) a “plan”(as defined in Section 4975(e)(1) of the
Code), that is subject to Section 4975 of the Code, or (C) an entity whose underlying assets include “plan assets” by reason of
such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29
C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA), and if it is a governmental, church, non-U.S. or other plan that is
subject to any Similar Law or an entity whose underlying assets include assets of any such plan, its acquisition and holding of
such Class D Notes or any interest therein will not constitute a violation of any applicable Similar Laws.
(n) Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a
Global Note will be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class
A/B/C/D Note for its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes
and not for distribution in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class
A/B/C/D Note and has such knowledge and experience in financial and business matters so as to be capable of evaluating the
merits and risks of purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not
purchasing for the account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is
acquiring such Class A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of
Regulation S.
Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in
the Class A/B/C/D Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes
shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the
Base Indenture.
Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2022-4 Notes shall be due and payable on the
Legal Final Payment Date.
Section 2.5 Required Series Noteholders. In accordance with Section 2.3 ( Series Supplement for each Series of Notes ) of
the Base Indenture, the Majority Series 2022-4 Noteholders shall be the “Required Series Noteholders” with respect to the Series
2022-4 Notes.
Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest
in the Class A/B/C/D Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture:
(a) Each Series 2022-4 Noteholder (and any Note Owner of any Series 2022-4 Note) will be required
to (i) provide HVF III, the Trustee and their respective agents with any correct, complete and accurate information that may be
required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to
comply with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents
deem necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii)
promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise
required. Each such holder agrees, or by acquiring such Series 2022-4 Note or an interest in such Series 2022-4 Note will be
deemed to agree, that HVF III may provide such information and any other information regarding its investment in such Series
2022-4 Notes to the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law.
Each Series 2022-4 Noteholder and Note Owner of any Series 2022-4 Notes also acknowledges that the failure to provide
information requested in connection with FATCA may cause HVF III to withhold on payments to such Series 2022-4
Noteholder (or Note Owner of such Series 2022-4 Notes) in accordance with applicable law. Any amounts withheld in order to
comply with FATCA will not be grossed up and will be deemed to have been paid in respect of the relevant Series 2022-4
Notes.
(b) HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts
otherwise distributable to any Series 2022-4 Noteholder sufficient funds for the payment of any such tax that, in their
respective sole discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such
authorization shall not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding
payment of such tax, if permitted by law, pending the outcome of such legal proceedings), and to timely remit such amounts to
the appropriate taxing authority. If any Series 2022-4 Noteholder or Note Owner of a Series 2022-4 Note wishes to apply for a
refund of any such withholding tax, HVF III, the Trustee or such other Paying Agent shall reasonably cooperate with such
Person in providing readily available information so long as such Person agrees to reimburse HVF III, the Trustee or such
Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall impose an obligation, nor relieve any obligation
imposed under applicable law, on the part of HVF III, the Trustee or any other Paying Agent to determine the amount of any
tax or withholding obligation on their part or in respect of the Series 2022-4 Notes.
ARTICLE III
INTEREST AND INTEREST RATES
Section 3.1 Interest.
(a) Each Class of Series 2022-4 Notes shall bear interest at the applicable Note Rate for such Class in
accordance with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to
such Payment Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3
(Application of Funds in the Series 2022-4 Interest Collection Account ) are insufficient to pay the Class Interest Amount for
any Class for any Payment Date, payments of such Class Interest Amount to the Noteholders of such Class will be reduced by
the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class
Deficiency Amount”), and interest shall accrue on any such Class Deficiency Amount at the applicable Note Rate in
accordance with the definition of Class Interest Amount.
ARTICLE IV
SERIES-SPECIFIC COLLATERAL
Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2022-4 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2022-4
Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired):
credited thereto, all funds, Financial Assets or other assets on deposit in each Series 2022-4 Account from time to time;
(a) each Series 2022-4 Account, including any security entitlement with respect to Financial Assets
(b) all certificates and instruments, if any, representing or evidencing any or all of each Series 2022-4
Account, the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to
time;
(c) all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each
Series 2022-4 Account, the items in the foregoing clauses (a) and (b) and this clause (c) with respect to such Series 2022-4
Account are referred to, collectively, as the “Series 2022-4 Account Collateral”);
(d) each Class A/B/C/D Demand Note, including all certificates and instruments, if any, representing
or evidencing each Class A/B/C/D Demand Note; and
(e) all Proceeds of any of the foregoing.
Section 4.2 Series 2022-4 Accounts . With respect to the Series 2022-4 Notes only, the following shall apply:
(a) Establishment of Series 2022-4 Accounts .
(i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-4 Noteholders three securities accounts: the Series 2022-4
Principal Collection Account (such account, the “Series 2022-4 Principal Collection Account ”), the Series 2022-4
Interest Collection Account (such account, the “Series 2022-4 Interest Collection Account ”) and the Class A/B/C/D
Reserve Account (such account, the “Class A/B/C/D Reserve Account”).
(ii) On or prior to the date of any drawing under a Class A/B/C/D Letter of Credit pursuant to Section 5.6
(Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) or Section 5.8 (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control
of, the Trustee for the benefit of the Series 2022-4 Noteholders the Class A/B/C/D L/C Cash Collateral Account (the
“Class A/B/C/D L/C Cash Collateral Account”).
(iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-4 Noteholders the Series 2022-4 Distribution Account (the
“Series 2022-4 Distribution Account ”, and together with the Series 2022-4 Principal Collection Account, the Series
2022-4 Interest Collection Account, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account, the “Series 2022-4 Accounts”).
(b)Series 2022-4 Account Criteria .
(i) Each Series 2022-4 Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2022-4 Noteholders.
(ii) Each Series 2022-4 Account shall be an Eligible Account. If any Series 2022-4 Account is at any time no
longer an Eligible Account, HVF III shall, within ten (10) Business Days of an Authorized Officer of HVF III obtaining
actual knowledge that such Series 2022-4 Account is no longer an Eligible Account, establish a new Series 2022-4
Account for such non-qualifying Series 2022-4 Account that is an Eligible Account, and if a new Series 2022-4 Account
is so established, HVF III shall instruct the Trustee in writing to transfer all cash and investments from such non-
qualifying Series 2022-4 Account into such new Series 2022-4 Account. Initially, each of the Series 2022-4 Accounts
will be established with The Bank of New York Mellon.
(c) Administration of the Series 2022-4 Accounts .
(i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2022-4
Account (other than the Series 2022-4 Distribution Account) to invest funds on deposit in such Series 2022-4 Account
from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted
Investments shall be credited to the applicable Series 2022-4 Account; provided, however, that:
A. any such investment in the Class A/B/C/D Reserve 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 Class A/B/C/D Reserve Account); and
B. any such investment in the Series 2022-4 Principal Collection Account, the Series 2022-4 Interest
Collection Account or the Class A/B/C/D L/C Cash Collateral Account shall mature not later than the Business
Day prior to the first Payment Date following the date on which such investment was made, unless in any such
case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment
Date so long as such funds shall be available for withdrawal on such Payment Date.
(ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such
Permitted Investment.
(iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2022-4
Accounts shall remain uninvested.
(d) Earnings from Series 2022-4 Accounts . With respect to each Series 2022-4 Account, all interest
and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to
Financial Assets credited to such Series 2022-4 Account shall be deemed to be on deposit therein and available for distribution
unless previously distributed pursuant to the terms hereof.
(e) Termination of Series 2022-4 Accounts .
(i) On or after the date on which the Series 2022-4 Notes are fully paid, the Trustee, acting in accordance with
the written instructions of HVF III, shall withdraw from each Series 2022-4 Account (other than the Class A/B/C/D L/C
Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III.
(ii) Upon the termination of this Series 2022-4 Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series
2022-4 Noteholders and payable from the Class A/B/C/D L/C Cash Collateral Account as provided herein, shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account all amounts on deposit therein and shall pay such
amounts:
A . first, pro rata to the Class A/B/C/D Letter of Credit Providers, to the extent that there are
unreimbursed Class A/B/C/D Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers,
for application in accordance with the provisions of the respective Class A/B/C/D Letters of Credit, and
B . second, to HVF III any remaining amounts. Section 4.3 Trustee as
Securities Intermediary.
(a) With respect to each Series 2022-4 Account, the Trustee or other Person maintaining such Series
2022-4 Account shall be the “securities intermediary” (as defined in Section 8- 102(a)(14) of the New York UCC and a
“bank” (as defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “ Securities Intermediary”) with
respect to such Series 2022-4 Account. If the Securities Intermediary in respect of any Series 2022-4 Account is not the
Trustee, HVF III shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in
this Section 4.3 (Trustee as Securities Intermediary).
(b) The Securities Intermediary agrees that:
(i) The Series 2022-4 Accounts are accounts to which Financial Assets will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Series 2022-4 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 2022-4 Account be registered in the name of HVF III, payable to the order of HVF
III or specially endorsed to HVF III;
(iii) All property delivered to the Securities Intermediary pursuant to this Series 2022- 4 Supplement and all
Permitted Investments thereof will be promptly credited to the appropriate Series 2022-4 Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series
2022-4 Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing
transfer or redemption of any Financial Asset relating to the Series 2022- 4 Accounts or any instruction with respect to
the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction
without further consent by HVF III or Administrator;
(vi) The Series 2022-4 Accounts shall be governed by the laws of the State of New York, regardless of any
provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities
Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8110 of the New York UCC) and the
Series 2022-4 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State
of New York;
(vii) The Securities Intermediary has not entered into, and until termination of this Series 2022-4 Supplement,
will not enter into, any agreement with any other Person relating to the Series 2022-4 Accounts and/or any Financial
Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the
meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered
into, and until the termination of this Series 2022-4 Supplement will not enter into, any agreement with HVF III
purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or
instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v) (Trustee as
Securities Intermediary); and
(viii) Except for the claims and interest of the Trustee and HVF III in the Series 2022-4 Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2022-4 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 2022-4 Account or in any Financial Asset carried therein, the Securities Intermediary will
promptly notify the Trustee, the Administrator and HVF III thereof.
(c) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the
Series 2022-4 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders
(within the meaning of Section 9-304 and Section 8110 of the New York UCC) in respect of the Series 2022-4 Accounts.
(d) Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2022-4 Accounts)
or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-
504(c)(1) of the New York UCC, with respect to any Series 2022-4 Account, the Securities Intermediary may satisfy the duty
in Section 8-504(a) of the New York UCC with respect to any cash credited to such Series 2022-4 Account by crediting such
Series 2022-4 Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the
amount of such cash.
(e) Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2022-4 Accounts)
or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2022-4 Account and any
credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as
defined in Section 9-102(a)(8) of the New York UCC) if such Series 2022-4 Account is deemed not to constitute a securities
account.
Section 4.4 Demand Notes.
Noteholders, shall be the only Person authorized to make a demand for payment on any Class A/B/C/D Demand Note.
( a ) Trustee Authorized to Make Demands . The Trustee, for the benefit of the Series 2022-4
(b) Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by
the Trustee pursuant to Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ), HVF III shall not
reduce the amount of any Class A/B/C/D Demand Note or forgive amounts payable thereunder so that the aggregate undrawn
principal amount of the Class A/B/C/D Demand Notes after such forgiveness or reduction is less than the greater of (i) the
Class
A/B/C/D Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50%
of the Class A/B/C/D Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a
reduction or forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Demand Notes) or an
increase in the stated amount of any Class A/B/C/D Demand Note, HVF III shall not agree to any amendment of any Class
A/B/C/D Demand Note without first obtaining the prior written consent of the Majority Series 2022-4 Controlling Class.
Section 4.5 Subordination. The Series-Specific 2022-4 Collateral has been pledged to the Trustee to secure the Series
2022-4 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2022-4 Collateral and each Class
A/B/C/D Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2022-4 Notes, and no
Noteholder of any Series of Notes other than the Series 2022-4 Notes will have any right, title or interest in, to or under the
Series-Specific 2022-4 Collateral or any Class A/B/C/D Letter of Credit. For the avoidance of doubt, if it is determined that the
Series 2022-4 Noteholders have any right, title or interest in, to or under the Series-Specific Collateral with respect to any Series
of Notes other than Series 2022-4 Notes, then the Series 2022-4 Noteholders agree that their right, title and interest in, to or
under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to
such other Series of Notes, and in such case, this Series 2022-4 Supplement shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.
Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2022-4
Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the
Series-Specific 2022-4 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2022-4
Collateral now existing or hereafter created.
Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
ARTICLE V
PRIORITY OF PAYMENTS
Section 5.1 [Reserved].
Section 5.2 Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2022-4 Deposit
Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2022-4 Deposit Date, the Trustee shall apply, all
amounts deposited into the Collection Account on such date as follows:
(a) first, withdraw the Series 2022-4 Daily Interest Allocation, if any, for such date from the Collection
Account and deposit such amount in the Series 2022-4 Interest Collection Account; and
Collection Account and deposit such amount into the Series 2022-4 Principal Collection Account.
( b ) second, withdraw the Series 2022-4 Daily Principal Allocation, if any, for such date from the
Section 5.3 Application of Funds in the Series 2022-4 Interest Collection Account . Subject to the Past Due Rental
Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the
Trustee shall apply, all amounts then on deposit in the Series 2022-4 Interest Collection Account (after giving effect to all
deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2022-4 Principal Collection Account ), 5.5 (Class
A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as follows
(and in each case only to the extent of funds available in the Series 2022-4 Interest Collection Account):
Capped Administrator Fee Amount with respect to such Payment Date;
(a) first, to the Series 2022-4 Distribution Account to pay to the Administrator the Series 2022-4
( b ) second, to the Series 2022-4 Distribution Account to pay the Trustee the Series 2022-4 Capped
Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the
continuation of an Amortization Event, at the direction of the Majority Series 2022-4 Noteholders, the Series 2022-4
Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority
Series 2022-4 Noteholders and the Trustee;
( c ) third, to the Series 2022-4 Distribution Account to pay the Persons to whom the Series 2022-4
Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022- 4 Capped Operating Expense Amounts owing to such Persons on
such Payment Date;
( d ) fourth, to the Series 2022-4 Distribution Account to pay the Class A Noteholders on a pro rata
basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect
to such Payment Date;
(e) fifth, to the Series 2022-4 Distribution Account to pay the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such
Payment Date;
(f) sixth, to the Series 2022-4 Distribution Account to pay the Class C Noteholders on a pro rata basis
(based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such
Payment Date;
( g ) seventh, to the Series 2022-4 Distribution Account to pay the Class D Noteholders on a pro rata
basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect
to such Payment Date;
(h) eighth, if the Class E Notes have been issued as of such date, then to the Series 2022-4 Distribution
Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E
Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date;
(i) ninth, during the Series 2022-4 Revolving Period, other than on any such Payment Date on which a
withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D Reserve Account Withdrawals ), for deposit to the
Class A/B/C/D Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any,
and second, for deposit to the Class E Notes reserve account (if any) in an amount equal to the Class E Notes reserve
account deficiency amount, if any, in each case for such date (calculated after giving effect to any withdrawals from the
Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals));
( j ) tenth, to the Series 2022-4 Distribution Account to pay to the Administrator the Series 2022-4
Excess Administrator Fee Amount with respect to such Payment Date;
Trustee Fee Amount with respect to such Payment Date;
(k) eleventh, to the Series 2022-4 Distribution Account to pay to the Trustee the Series 2022-4 Excess
( l ) twelfth, to the Series 2022-4 Distribution Account to pay the Persons to whom the Series 2022-4
Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022-4 Excess Operating Expense Amounts owing to such Persons on
such Payment Date;
(m) thirteenth, during the Series 2022-4 Rapid Amortization Period, for deposit into the Series 2022-4
Principal Collection Account up to the amount necessary to pay the Series 2022-4 Notes in full; and
(n) fourteenth, for deposit into the Series 2022-4 Principal Collection Account any remaining amount.
Section 5.4 Application of Funds in the Series 2022-4 Principal Collection Account . Subject to the Past Due Rental
Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF
III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the
Series 2022-4 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5
(Class A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as
follows (and in each case only to the extent of funds available in the Series 2022-4 Principal Collection Account on such date):
Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;
( a ) first, if such date is a Payment Date, then for deposit into the Series 2022- 4 Interest Collection
( b ) second, during the Series 2022-4 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any, for such date (calculated
after giving effect to any withdrawals from the Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) and deposits to the Class A/B/C/D Reserve Account on such date pursuant to Section 5.3
(Application of Funds in the Series 2022-4 Interest Collection Account ));
(c) third, if such date is a Redemption Date with respect to any Class of Series 2022-4 Notes, then for
deposit into the Series 2022-4 Distribution Account to be paid on such date, pro rata, to all Noteholders of such Class to
the extent necessary to pay the Principal Amount of such Class, all accrued Class Interest Amount for such Class through
the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption
Date;
( d ) fourth, if such date is a Payment Date during the Series 2022-4 Controlled Amortization Period,
then for deposit into the Series 2022-4 Distribution Account to be paid on such date (i) first, pro rata, to all Class A
Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class A Notes
on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class
C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes
on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, if the Class E
Notes have been issued, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled
Distribution Amount with respect to the Class E Notes on such Payment Date;
(e) fifth, during the Series 2022-4 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for deposit into the Series
2022-4 Distribution Account to be paid on the Payment Date immediately succeeding such deposit date (a) first, pro
rata, to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, and (ii) if
such date is after a Determination Date and on or prior to the Payment Date immediately succeeding such Determination
Date, then for deposit into the Series 2022-4 Distribution Account to be paid on the second Payment Date immediately
succeeding such deposit date (a) first, pro rata, to all Class A Noteholders to the extent necessary to pay the Class A
Principal Amount with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay
the Class B Principal Amount with respect to such
date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date;
( f ) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be
paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under
the Base Indenture, in each case to the extent that no Potential Amortization Event with respect to the Series 2022-4
Notes exists as of such date or would occur as a result of such application; and
release to HVF III, will remain on deposit in the Series 2022-4 Principal Collection Account.
( g ) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for
Section 5.5 Class A/B/C/D Reserve Account Withdrawals . On each Payment Date, HVF III shall direct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all
amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the
Series 2022-4 Interest Collection Account) and 5.4 (Application of Funds in the Series 2022-4 Principal Collection Account )) in
the Class A/B/C/D Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D
Reserve Account):
(a) first, to the Series 2022-4 Interest Collection Account an amount equal to the excess, if any, of the
Series 2022-4 Payment Date Interest Amount for such Payment Date over the Series 2022-4 Payment Date Available
Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the
Class A/B/C/D Available Reserve Account Amount on such Payment Date, the “ Class A/B/C/D Reserve Account
Interest Withdrawal Shortfall”);
(b) second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment Date,
then to the Series 2022-4 Principal Collection Account an amount equal to such Class A/B/C/D Principal Deficit
Amount; and
( c ) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series
2022-4 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D Reserve Account
pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D Principal Amount in
full on such Legal Final Payment Date, then to the Series 2022-4 Principal Collection Account, an amount equal to such
insufficiency; provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written
direction on such date.
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes.
(a) Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D Letters of
Credit. If HVF III determines on any Payment Date that there exists a Class A/B/C/D Reserve Account Interest Withdrawal
Shortfall with respect to such Payment Date, then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D
Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on
such Payment Date, the Trustee, by 12:00 noon (New York City time) on such Payment Date, shall draw an amount, as set
forth in such notice, equal to the least of (i) such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the Class
A/B/C/D Letter of Credit Liquidity Amount as of such Payment Date and (iii) the Series 2022-4 Lease Interest Payment
Deficit for such Payment Date, by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class
A/B/C/D Certificate of Credit Demand on the Class A/B/C/D Letters of Credit; provided, that if the Class A/B/C/D L/C Cash
Collateral Account has been established and funded, then the Trustee shall withdraw from the Class A/B/C/D L/C Cash
Collateral Account and deposit into the Series 2022-4 Interest Collection Account an amount as set forth in such notice equal
to the lesser of (1) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the least of the amounts
described in clauses (i), (ii) and (iii) above
and (2) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date and draw an amount equal
to the remainder of such amount on the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the
proceeds of any such draw on the Class A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class
A/B/C/D L/C Cash Collateral Account into the Series 2022-4 Interest Collection Account on such Payment Date.
(b) Class A/B/C/D Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on
Class A/B/C/D Letters of Credit. If HVF III determines on any Payment Date that there exists a Series 2022-4 Lease Principal
Payment Deficit that exceeds the amount, if any, withdrawn from the Class A/B/C/D Reserve Account pursuant to Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then HVF III shall instruct the Trustee in writing to draw on the Class
A/B/C/D Letters of Credit, if any, in an amount as set forth in such notice equal to the least of:
(i) such excess;
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class
A/B/C/D Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)); and
(iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class
A/B/C/D Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D Reserve Account
pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and (y) on the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-4
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2022-4
Supplement (other than this Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and
Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date
for payment of principal of the Class A/B/C/D Notes.
Upon receipt of a notice by the Trustee from HVF III in respect of a Series 2022-4 Lease Principal Payment Deficit on
or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such
Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B/C/D
Letters of Credit by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D
Certificate of Credit Demand; provided however, that if the Class A/B/C/D L/C Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of
(x) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to
the Trustee by HVF III and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date (after
giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into
the Series 2022-4 Principal Collection Account on such Payment Date.
(c) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Demand Note. If (A) on any
Determination Date, HVF III determines that the Class A/B/C/D Principal Deficit Amount on the next succeeding Payment
Date (after giving effect to any withdrawals from the Class A/B/C/D Reserve Account on such Payment Date pursuant to
Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and any draws on the Class A/B/C/D Letters of Credit on such
Payment Date pursuant to Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) will be greater
than zero or (B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class
A/B/C/D Principal Amount exceeds the amount to be deposited into the Series 2022-4 Distribution Account (together with all
amounts to be deposited therein pursuant to the terms of this Series 2022-4 Supplement (other than this Section 5.6(c) (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal of
the Class A/B/C/D Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment
Date, HVF III shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand
notice substantially in the form of Exhibit B-2 hereto
(each a “Class A/B/C/D Demand Notice”) on Hertz for payment under the Class A/B/C/D Demand Note in an amount equal to
the lesser of (i) (x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, then
the excess, if any, of such Class A/B/C/D Principal Deficit Amount over the amount to be deposited into the Series 2022-4
Principal Collection Account in accordance with Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and Section
5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and (y) on the Determination Date related to the
Legal Final Payment Date, the excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited
into the Series 2022-4 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this
Series 2022-4 Supplement (other than this Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand
Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D Notes, and (ii) the principal amount
of the Class A/B/C/D Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day
preceding such Payment Date, deliver such Class A/B/C/D Demand Notice to Hertz; provided however, that if 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
sixty (60) consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to
deliver such Class A/B/C/D Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Class
A/B/C/D Demand Note to be deposited into the Series 2022-4 Principal Collection Account.
(d) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Letters of Credit. If (i) the
Trustee shall have delivered a Class A/B/C/D Demand Notice as provided in Section 5.6(c) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2022-4
Distribution Account the amount specified in such Class A/B/C/D Demand Notice in whole or in part by 12:00 noon (New
York City time) on the Business Day following the making of the Class A/B/C/D Demand Notice, (ii) due to the occurrence of
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a
period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Class A/B/C/D Demand
Notice to Hertz, or (iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D Letters of Credit, if
any, by 12:00 noon (New York City time) on such Business Day in an amount equal to the lesser of:
(i) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, or the amount that the Trustee
failed to demand for payment thereunder or the Preference Amount, as the case may be, and
(ii) the Class A/B/C/D Letter of Credit Amount on such Business Day, in each case by presenting to each Class
A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Unpaid Demand Note
Demand or, in the case of a Preference Amount, a Class A/B/C/D Certificate of Preference Payment Demand; provided
however, that if the Class A/B/C/D L/C Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D
L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii)
immediately above and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Business Day
(after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D
Letters of Credit and Class A/B/C/D Demand Notes) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral
Account into the Series 2022-4 Principal Collection Account on such date.Draws on the Class A/B/C/D Letters of
Credit. If there is more than one Class A/B/C/D Letter of Credit on the date of any draw on the Class A/B/C/D Letters of
Credit pursuant to the terms of this Series 2022-4 Supplement (other than pursuant to Section 5.8(b) (Class A/B/C/D
Letters of Credit and Class A/B/C/D L/C Cash Collateral Account)), then HVF III shall instruct the Trustee, in writing,
to draw on each Class A/B/C/D Letter of Credit an amount equal to the Pro Rata Share for such Class A/B/C/D Letter of
Credit of such draw on such Class A/B/C/D Letter of Credit.
Section 5.7 Past Due Rental Payments. On each Series 2022-4 Deposit Date, HVF III will direct the Trustee in writing,
prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all
Collections then on deposit representing Series 2022-4 Past
Due Rent Payments and deposit such amount into the Series 2022-4 Interest Collection Account, and immediately thereafter, the
Trustee shall withdraw such amount from the Series 2022-4 Interest Collection Account and apply the Series 2022-4 Past Due
Rent Payment in the following order:
(i) if the occurrence of the related Series 2022-4 Lease Payment Deficit resulted in one or more Class A/B/C/D
L/C Credit Disbursements being made under any Class A/B/C/D Letters of Credit, then pay to or at the direction of Hertz
for reimbursement to each Class A/B/C/D Letter of Credit Provider who made such a Class A/B/C/D L/C Credit
Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B/C/D Letter of Credit
Provider’s Class A/B/C/D L/C Credit Disbursement and (y) such Class A/B/C/D Letter of Credit Provider’s pro rata
portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D Letter of Credit Provider’s
Class A/B/C/D L/C Credit Disbursement, of the amount of the Series 2022-4 Past Due Rent Payment;
(ii) if the occurrence of such Series 2022-4 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class A/B/C/D L/C Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2022-4 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D L/C Cash Collateral Account on
account of such Series 2022-4 Lease Payment Deficit;
(iii) if the occurrence of such Series 2022-4 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then
deposit in the Class A/B/C/D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2022-4 Past
Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D
Reserve Account Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2022-4 Principal Collection Account. Section 5.8 Class
A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account.
(a) Class A/B/C/D Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen
(16) Business Days prior to the then scheduled Class A/B/C/D Letter of Credit Expiration Date with respect to any Class
A/B/C/D Letter of Credit, excluding such Class A/B/C/D Letter of Credit from each calculation in clauses (i) through (iii)
immediately below but taking into account any substitute Class A/B/C/D Letter of Credit that has been obtained from a Class
A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date:
(i) the Series 2022-4 Asset Amount would be less than the Series 2022-4 Adjusted Asset Coverage Threshold
Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date);
(ii) the Class A/B/C/D Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from,
the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date); or
(iii) the Class A/B/C/D Letter of Credit Liquidity Amount would be less than the Class A/B/C/D Demand
Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the
Class A/B/C/D L/C Cash Collateral Account on such date);
then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D Letter of Credit
Expiration Date of:
A. the greatest of:
(i) the excess, if any, of the Series 2022-4 Adjusted Asset Coverage Threshold Amount over
the Series 2022-4 Asset Amount, in each case as of such date (after giving effect to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date);
(ii) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the
Class A/B/C/D Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect
to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date); and
(iii) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all
deposits to, and withdrawals from, the Class A/B/C/D L/C Cash Collateral Account on such date);
provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such
date, excluding from such calculation of each amount contained therein such Class A/B/C/D Letter of
Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained
from a Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
B. the amount available to be drawn on such expiring Class A/B/C/D 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 noon (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 noon (New York City time) on the next following Business Day), draw the lesser of the
amounts set forth in clauses (A) and (B) above on such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a
Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursements to be
deposited into the Class A/B/C/D L/C Cash Collateral Account. If the Trustee does not receive either notice from HVF III
described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D Letter of Credit
Expiration Date, then the Trustee, by 12:00 noon (New York City time) on such Business Day, shall draw the full amount of
such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand
and shall cause the Class A/B/C/D L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D L/C Cash
Collateral Account.
(b) Class A/B/C/D Letter of Credit Provider Downgrades . HVF III shall notify the Trustee in writing
within one (1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any
Class A/B/C/D Letter of Credit Provider has been downgraded such that such Class A/B/C/D Letter of Credit Provider would
fail to qualify as a Class A/B/C/D Eligible Letter of Credit Provider were such Class A/B/C/D Letter of Credit Provider to
issue a Class A/B/C/D Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D Letter of
Credit Provider, a “Class A/B/C/D Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D
Downgrade Event with respect to any Class A/B/C/D Letter of Credit Provider, or, if such date is not a Business Day, the next
succeeding Business Day, HVF III shall notify the Trustee in writing (the “ Class A/B/C/D Downgrade Withdrawal Amount
Notice”) on such date of (i) the greatest of
(A) the excess, if any, of the Series 2022-4 Adjusted Asset Coverage Threshold Amount over the Series 2022-4 Asset
Amount, (B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the Class A/B/C/D
Adjusted Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over
the Class A/B/C/D Letter of Credit Liquidity Amount, in the case of each of clauses (A) through (C) above, as of such date and
excluding from the calculation of each amount referenced in such clauses such Class A/B/C/D Letter of Credit but taking into
account each substitute Class A/B/C/D Letter of Credit that has been obtained from a Class A/B/C/D Eligible Letter of Credit
Provider and is in full force and effect on such date, and (ii) the amount
available to be drawn on such Class A/B/C/D Letter of Credit on such date (the lesser of such (i) and (ii), the “ Class A/B/C/D
Downgrade Withdrawal Amount ”). Upon receipt by the Trustee on or prior to 10:30 a.m. (New York City time) on any
Business Day of a Class A/B/C/D Downgrade Withdrawal Amount Notice, the Trustee, by 12:00 noon (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 noon
(New York City time) on the next following Business Day), shall draw on the Class A/B/C/D Letters of Credit issued by such
Class A/B/C/D Letter of Credit Provider in an amount (in the aggregate) equal to the Class A/B/C/D Downgrade Withdrawal
Amount specified in such notice by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand
and shall cause the Class A/B/C/D L/C Termination Disbursement to be deposited into a Class A/B/C/D L/C Cash Collateral
Account.
(c) Reductions in Stated Amounts of the Class A/B/C/D Letters of Credit . If the Trustee receives a
written notice from HVF III, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any
Class A/B/C/D Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the
Class A/B/C/D Letter of Credit Provider who issued such Class A/B/C/D Letter of Credit a Class A/B/C/D Notice of
Reduction requesting a reduction in the stated amount of such Class A/B/C/D Letter of Credit in the amount requested in such
notice effective on the date set forth in such notice; provided, that on such effective date, immediately after giving effect to the
requested reduction in the stated amount of such Class A/B/C/D Letter of Credit,(i) the Class A/B/C/D Adjusted Liquid
Enhancement Amount will equal or exceed the Class A/B/C/D Required Liquid Enhancement Amount, (ii) the Class A/B/C/D
Letter of Credit Liquidity Amount will equal or exceed the Class A/B/C/D Demand Note Payment Amount and (iii) no
Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction.
Surpluses.
( d ) Class A/B/C/D L/C Cash Collateral Account Surpluses and Class A/B/C/D Reserve Account
(i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the
written instructions of HVF III, shall, withdraw from the Class A/B/C/D Reserve Account an amount equal to the Class
A/B/C/D Reserve Account Surplus, if any, and pay such Class A/B/C/D Reserve Account Surplus to HVF III.
(ii) On each Payment Date on which there is a Class A/B/C/D L/C Cash Collateral Account Surplus, HVF III
may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to
the limitations set forth in this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account), withdraw the amount specified by HVF III from the Class A/B/C/D L/C Cash Collateral Account specified by
HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D L/C Cash
Collateral Account shall be limited to the least of (a) the Class A/B/C/D Available L/C Cash Collateral Account Amount
on such Payment Date, (b) the Class A/B/C/D L/C Cash Collateral Account Surplus on such Payment Date and (c) the
excess, if any, of the Class A/B/C/D Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D
Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D L/C Cash
Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash
Collateral Account) shall be paid:
first, to the Class A/B/C/D Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D
Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers in respect of the Class A/B/C/D
Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D Letters of
Credit, and
second, to HVF III, any remaining amounts.
Section 5.9 Certain Instructions to the Trustee.
(a) If on any date the Class A/B/C/D Principal Deficit Amount is greater than zero or HVF III
determines that there exists a Series 2022-4 Lease Principal Payment Deficit, then HVF III shall promptly provide written
notice thereof to the Trustee.
(b) On or before 10:00 a.m. (New York City time) on each Payment Date, HVF III shall notify the
Trustee of the amount of any Series 2022-4 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto
(each a “Lease Payment Deficit Notice”).
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment . If HVF III fails to give notice or
instructions to make any payment from or deposit into the Collection Account or any Series 2022-4 Account required to be given
by HVF III, at the time specified herein or in any other Series 2022-4 Related Document (including applicable grace periods),
the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2022-4 Account without such
notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, 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 Series 2022-4 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall
deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to
give instructions to draw on any Class A/B/C/D Letters of Credit with respect to a Class of Series 2022-4 Notes required to be
given by HVF III, at the time specified in this Series 2022-4 Supplement, the Trustee shall draw on such Class A/B/C/D Letters
of Credit with respect to such Class of Series 2022-4 Notes without such instruction from HVF III; provided, that HVF III, upon
request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such
Class A/B/C/D Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS
Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and
warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties):
(a) HVF III. HVF III represents and warrants that each of its representations and warranties in the
Series 2022-4 Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be true and correct as of such earlier date) and further represents and
warrants, in each case for the benefit of the Trustee and the Series 2022-4 Noteholders, that:
(i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2022-4
Notes, is continuing; and
(ii) on the Series 2022-4 Closing Date, HVF III has furnished to the Trustee copies of all Series 2022-4
Related Documents to which it is a party as of the Series 2022-4 Closing Date, all of which are in full force and effect as
of the Series 2022-4 Closing Date.
(b) Administrator. The Administrator represents and warrants that each representation and warranty
made by it in each Series 2022-4 Related Document, is true and correct in all material respects as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such
earlier date).
Section 6.2 Covenants. Each of HVF III and the Administrator each severally covenants and agrees that, until the
Series 2022-4 Notes have been paid in full, it will:
negative) and obligations under each Series 2022-4 Related Document to which it is a party.
(a) Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and
(b) Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2022-4 Notes to be
(x) 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) or (y) loaned to others for the purpose of purchasing or
carrying any margin stock or (ii) amounts owed with respect to the Series 2022-4 Notes to be secured, directly or indirectly, by
any margin stock.
Market Value Procedures in all material respects.
(c) Series 2022-4 Third-Party Market Value Procedures . Comply with the Series 2022-4 Third-Party
(d) [Reserved].
(e) Noteholder Statement AUP. On or prior to the Payment Date occurring in July 2023 and in July of
each subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent
consultants (which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report
addressed to the Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents
and records relating to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported
upon by such firm of independent certified public accountants or independent consultants shall be those determined by the
Administrator in its sole and absolute discretion.
furnished to each Series 2022-4 Noteholder:
(f) Financial Statements and Other Reporting . Solely with respect to HVF III, furnish or cause to be
(i) commencing on the Series 2022-4 Closing Date, within 120 days after the end of each of Hertz’s fiscal
years, copies of the Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements contained in such an
Annual Report if Hertz were a reporting company, including consolidated financial statements consisting of a balance
sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’
equity and cash flows of Hertz 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 Hertz; and
(ii) commencing on the Series 2022-4 Closing Date, within sixty (60) days after the end of each of the first
three quarters of each of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC
or, if Hertz is not a reporting company, information equivalent to that which would be required to be included in the
financial statements contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such
quarter and statements of income, stockholders’ equity and cash flows of Hertz 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 Hertz as having been prepared in accordance with GAAP.
The financial data that shall be delivered to the Series 2022-4 Noteholders pursuant to the foregoing paragraphs (i) and
(ii) shall be prepared in conformity with GAAP.
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), 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 such Hertz’s accountants not being “independent” (as defined pursuant to the
Exchange Act and the rules and regulations of the SEC thereunder), HVF III, in lieu of furnishing or causing to be furnished the
information, documents and reports so required to be furnished, may 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 HVF III shall in any event be required to furnish or cause to be
furnished 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
Article VI (Representations and Warranties; Covenants; Closing Conditions ).
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), HVF III’s obligations to furnish or cause to be furnished any documents, reports, notices or other information
pursuant to this Article VI (Representations and Warranties; Covenants; Closing Conditions ) shall be deemed satisfied with
respect to such documents, reports, notices or other information upon (i) the same (or hyperlinks to the same) having been
posted on Hertz’s website
(or such other website address as HVF III may specify by written notice to the Trustee from time to time) or (ii) the same (or
hyperlinks to same) having been posted on Hertz’s behalf on an internet or intranet website to which the Series 2022-4
Noteholders have access (whether a commercial, government (including, without limitation, EDGAR) or third-party website or
whether sponsored by or on behalf of the Series 2022-4 Noteholders). With respect to any documents, reports, notices or other
information electronically furnished in accordance with the preceding sentence, such documents, reports, notices or other
information shall be deemed furnished on the date posted in accordance with clause (i) or (ii), as the case may be, of the
preceding sentence.
Section 6.3 Closing Conditions. The effectiveness of this Series 2022-4 Supplement is subject to the conditions
precedent set forth in Section 2.3 (Series Supplement for each Series of Notes ) of the Base Indenture.
Section 6.4 Further Assurances.
(a) HVF III shall do such further acts and things, and execute and deliver to the Trustee such
additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of
the Trustee in the Series-Specific 2022-4 Collateral on behalf of the Series 2022-4 Noteholders as a perfected security interest
subject to no prior Liens (other than Series 2022-4 Permitted Liens) and to carry into effect the purposes of this Series 2022-4
Supplement or the other Series 2022-4 Related Documents or to better assure and confirm unto the Trustee or the Series 2022-
4 Noteholders their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements,
continuation statements and amendments thereto necessary to achieve the foregoing. If HVF III fails to perform any of its
agreements or obligations under this Section 6.4(a) (Further Assurances), the Trustee shall, at the direction of the Majority
Series 2022-4 Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in
connection therewith shall be payable by HVF III upon the Trustee’s demand therefor. The Trustee is hereby authorized to
execute and file any financing statements, continuation statements or other instruments necessary or appropriate to perfect or
maintain the perfection of the Trustee’s security interest in the Series-Specific 2022-4 Collateral.
(b) Unless otherwise specified in this Series 2022-4 Supplement, if any amount payable under or in
connection with any of the Series-Specific 2022-4 Collateral shall be or become evidenced by any promissory note, chattel
paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged
and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has
been perfected, be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
(c) HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific
2022-4 Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series
2022-4 Noteholders, against the claims and demands of all Persons whomsoever.
(d) On or before March 31 of each calendar year, commencing with March 31, 2023, HVF III shall
furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Series 2022-4 Supplement, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing of any financing statements, continuation
statements and amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this
Series 2022-4 Supplement in the Series-Specific 2022-4 Collateral and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion
of Counsel shall also describe the recording, filing, re- recording and refiling of this Series 2022-4 Supplement, any indentures
supplemental hereto and any other requisite documents and the execution and filing of any financing statements, continuation
statements and amendments thereto that will, in the opinion of such counsel, be required to maintain the perfection of the lien
and security interest of this Series 2022-4 Supplement in the Series-Specific 2022- 4 Collateral until March 31 in the following
calendar year.
ARTICLE VII
AMORTIZATION EVENTS
Section 7.1 Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-4 Notes is not paid in full on or prior to the
Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt,
other than principal) payable in respect of, the Series 2022-4 Notes when due and payable and such default continues for a
period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5)
consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5)
consecutive Business Days;
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date
or any Series 2022-4 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the
definition of Series 2022-4 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or
discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien
(other than any Lien described in clause (iii) of the definition of Series 2022-4 Permitted Liens) or (ii) other than as a result of
a Series 2022-4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class
A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of
thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class
A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C
Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause
(iii) of the definition of Series 2022-4 Permitted Liens) or (ii) other than as a result of a Series 2022-4 Permitted Lien, the
Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account
Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during
such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C
Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h) other than as a result of a Series 2022-4 Permitted Lien, the Trustee shall for any reason cease to
have a valid and perfected first priority security interest in the Series 2022-4 Collateral (other than the Class A/B/C/D Reserve
Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or
HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30)
consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal
Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for
failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other
than a Series 2022-4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case,
thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or
discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-4 Related Documents or any material portion thereof shall cease, for any
reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof
or as otherwise expressly permitted in the Series 2022-4 Related Documents) or Hertz, any Lessee or HVF III shall so assert
any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business
Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application
of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any
capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series
2022-4 Related Documents;
(l)HVF III fails to comply with any of its other agreements or covenants in any Series 2022-4 Related
Document and the failure to so comply materially and adversely affects the interests of the Series 2022-4 Noteholders and
continues to materially and adversely affect the interests of the Series 2022-4 Noteholders for a period of thirty (30)
consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof
or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by
the Trustee or to HVF III and the Trustee by the Majority Series 2022-4 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-4 Related Document is false and such
false representation materially and adversely affects the interests of the Series 2022-4 Noteholders and the event or condition
that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the
date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is
given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-4 Controlling Class.
Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with
respect to the Series 2022-4 Notes will immediately occur without any notice or other action on the part of the Trustee or
any Series 2022-4 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is
continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-4 Controlling Class may,
by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-4
Notes has occurred as of the date of the notice.
An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-4 Notes
described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority
Series 2022-4 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with
respect to the Series 2022-4 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the
written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders
holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C
Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential
Amortization Event.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2022-4 Notes, if the
event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure,
waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every
purpose under the Series 2022-4 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base
Indenture applicable to all Series of Notes.
ARTICLE VIII
SUBORDINATION OF NOTES
Section 8.1 Subordination of Class B Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-4 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-4 Principal Collection Account ), no payments on account
of interest with respect to the Class B Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all Class A
Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts) have been paid in full, and during the Series
2022-4 Controlled Amortization Period no payments of principal of Class B Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes has been paid in full and during the Series 2022-4 Rapid
Amortization Period, no payments of principal of the Class B Notes will be made unless and until the aggregate outstanding
principal amount of the Class A Notes has been paid in full.
Section 8.2 Subordination of Class C Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-4 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-4 Principal Collection Account ), no payments on account
of interest with respect to the Class C Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes and the Class B Notes on such Payment Date (including, without limitation, all
accrued interest, all Class A Deficiency Amounts and all Class B Deficiency Amounts and all interest accrued on such Class A
Deficiency Amounts and Class B Deficiency Amounts) have been paid in full, and during the Series 2022- 4 Controlled
Amortization Period, no payments of principal with respect to the Class C Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes and Class B Notes have been paid in full and during the Series
2022-4 Rapid Amortization Period, no payments of principal of Class C Notes will be made unless and until the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes has been paid in full.
Section 8.3 Subordination of Class D Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-4 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-4 Principal Collection Account ), no payments on account
of interest with respect to the Class D Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date (including, without
limitation, all accrued interest, all Class A Deficiency Amounts, Class B Deficiency Amounts and all Class C Deficiency
Amounts and all interest accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts and Class C Deficiency
Amounts) have been paid in full, and during the Series 2022-4 Controlled Amortization Period no payments of principal of Class
D Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes, Class B Notes
and Class C Notes have been paid in full and during the Series 2022-4 Rapid Amortization Period, no payments of principal of
the Class D Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes, Class B Notes
and Class C Notes has been paid in full.
Section 8.4 Subordination of Class E Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-4 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-4 Principal Collection Account ), no payments on account
of interest with respect to the Class E Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts, all Class B Deficiency Amounts, all Class C
Deficiency Amounts and all Class D Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts, Class B
Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts) have been paid in full; provided, that if
any irrevocable letters of credit and/or reserve accounts are issued and/or established solely for the benefit of the Class E
Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment
Date notwithstanding that interest may not be paid in full on the Class A Notes, the Class B Notes, the Class C Notes and/or the
Class D Notes on such Payment Date, and no payments on account of principal with respect to the Class E Notes shall be made
on any Payment Date until all Class Controlled Distribution Amounts payable and all payments of principal then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
has been paid in full.
Section 8.5 When Distribution Must be Paid Over. In the event that any Series 2022-4 Noteholder (or Series 2022-4
Note Owner) receives any payment of any principal, interest or other amounts with respect to the Series 2022-4 Notes at a time
when such Series 2022-4 Noteholder (or Series 2022-4 Note Owner, as the case may be) has actual knowledge that such
payment is prohibited by the preceding sections of this Article VIII (Subordination of Notes ), such payment shall be held by
such Series 2022-4 Noteholder (or Series 2022-4 Note Owner, as the case may be) in trust for the benefit of, and shall be paid
forthwith over and delivered to, the Trustee for application consistent with the preceding sections of this Article VIII
(Subordination of Notes).
ARTICLE IX
GENERAL
Section 9.1 Optional Redemption of the Series 2022-4 Notes.
(a) On any Business Day prior to the Expected Final Payment Date, HVF III may, at its option,
redeem any Class of Class A/B/C/D Notes (such date, with respect to such Class of Notes, the “Redemption Date”), in whole
but not in part, at a redemption price equal to 100% of the outstanding Principal Amount thereof plus any Make-Whole
Premium (including accrued and unpaid Class Interest Amount with respect to such Class through such Redemption Date
based upon the number of days of unpaid interest divided by 360) due with respect to such Class as of such Redemption Date,
each of which amounts shall be payable in accordance with Section 5.4 (Application of Funds in the Series 2022-4 Principal
Collection Account); provided that no Class of Class A/B/C/D Notes may be redeemed pursuant to the foregoing if any Senior
Class of Series 2022-4 Notes with respect to such Class of Series 2022-4 Notes would remain outstanding immediately after
giving effect to such redemption; provided, however, the foregoing restriction on redemption in order of priority shall not be
deemed to limit any transaction that results in the exchange or refinancing of a Class of Class A/B/C/D Notes.
(b) If HVF III elects to redeem any Class of Series 2022-4 Notes pursuant to Sections 9.1(a) (Optional
Redemption of the Series 2022-4 Notes), then HVF III shall notify the Trustee in writing at least seven (7) days prior to the
intended date of redemption of (i) such intended date of redemption (which may be an estimated date, confirmed to the Series
2022-4 Noteholders no later than three (3) Business Days prior to the date of redemption), and (ii) the applicable Class of
Series 2022-4 Notes subject to redemption and the CUSIP number with respect to such Class. Upon receipt of a notice of
redemption from HVF III, the Trustee shall give notice of such redemption to the Series 2022-4 Noteholders of the Class of
Series 2022-4 Notes to be redeemed. Such notice by the Trustee shall be given not less than three (3) days prior to the
intended date of redemption.
Section 9.2 Information.
(a) On or before 12:00 p.m. eastern standard time of the fourth Business Day prior to each Payment
Date (unless otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’ Statement with
respect to the Series 2022-4 Notes setting forth the information set forth on Schedule II (Monthly Noteholders’ Statement
Information) hereto (including reasonable detail of the materially constituent terms thereof, as determined by HVF III) in any
reasonable format.
(b) Upon any amendment to any of the Series 2022-4 Related Documents, HVF III shall, not more
than five (5) Business Days thereafter, provide the amended version of such Series 2022- 4 Related Document to the Trustee,
nd
and the Trustee shall furnish a copy of such amended Series 2022-4 Related Document no later than the second (2 )
succeeding Business Day following such receipt by the Trustee, which obligation to furnish shall be deemed satisfied upon the
Trustee’s posting, or causing to be posted, such amended Series 2022-4 Related Document to the website specified in clause
(a) above (or any successor or replacement website, in accordance with such clause (a)).
Section 9.3 Confidentiality. The Trustee and each Series 2022-4 Note Owner agrees, by its acceptance and holding of a
beneficial interest in a Series 2022-4 Note, that it shall not disclose any Confidential Information to any Person without the prior
written consent of HVF III, which such consent must be evident in a writing signed by an Authorized Officer of HVF III, other
than (a) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates
who agree to hold confidential the Confidential Information; (b) such person’s financial advisors and other professional advisors
who agree to hold confidential the Confidential Information; (c) any other Series 2022-4 Note Owner; (d) any person of the type
that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2022-4 Notes in accordance with the
requirements of this Series 2022-4 Supplement to which such person sells or offers to sell any such interest in the Series 2022-4
Notes or any part thereof and that agrees to hold confidential the Confidential Information in accordance with this Series 2022-4
Supplement; (e) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person;
(f) the National Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency
that requires access to information about the investment portfolio or such person; (g) any reinsurers or liquidity or credit
providers that agree to hold confidential the Confidential Information; (h) any other person with the consent of HVF III; or (i)
any other person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law,
rule, regulation, statute or order applicable to such person, (B) in response to any subpoena or other legal process upon prior
notice to HVF III (unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any
litigation to which such person is a party upon prior notice to HVF III (unless prohibited by applicable law or other requirement
having the force of law) or (D) if an Amortization Event with respect to the Series 2022-4 Notes has occurred and is continuing,
to the extent such person may reasonably determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Series 2022-4 Notes, this Series 2022-4 Supplement or
any other document relating to the Series 2022-4 Notes.
Section 9.4 Ratification of Base Indenture. As supplemented by this Series 2022-4 Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by this Series 2022-4 Supplement shall be read,
taken, and construed as one and the same instrument (except as otherwise specified herein).
Section 9.5 Notice to the Rating Agencies. The Trustee shall provide to each Rating Agency a copy of each notice to the
Series 2022-4 Noteholders delivered to the Trustee pursuant to this Series 2022- 4 Supplement or any other Related Document.
The Trustee shall provide notice to each Rating Agency of any consent by the Series 2022-4 Noteholders to the waiver of the
occurrence of any Amortization Event with respect to the Series 2022-4 Notes. HVF III will provide each Rating Agency rating
the Series 2022- 4 Notes with a copy of any operative Manufacturer Program upon written request by such Rating Agency.
Section 9.6 Third Party Beneficiary. Nothing in this Series 2022-4 Supplement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their successors and assigns expressly permitted herein) any legal or
equitable right, remedy or claim under or by reason of this Series 2022-4 Supplement.
Section 9.7 Execution in Counterparts; Electronic Execution . This Series 2022-4 Supplement may be executed in any
number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or
DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart signature page of this Series 2022-4 Supplement by
facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Series
2022-4 Supplement and shall have the same legal validity and enforceability as a manually executed signature to the fullest
extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an
authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.
Section 9.8 Governing Law. THIS SERIES 2022-4 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR
RELATING TO THIS SERIES 2022-4 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAW.
Section 9.9 Amendments. This Series 2022-4 Supplement may be amended or modified, and any provision may be
waived, in accordance with the following paragraphs of this Section 9.9 (Amendments):
(a) Without the Consent of the Series 2022-4 Noteholders . Without the consent of any Series 2022-4
Noteholder, HVF III and the Trustee, at any time and from time to time, may enter into one or more amendments,
modifications or waivers, in form satisfactory to the Trustee, for any of the following purposes:
(i) to add to the covenants of HVF III for the benefit of any Series 2022-4 Noteholder or to surrender
any right or power herein conferred upon HVF III (provided, however, that HVF III shall not pursuant to this Section 9.9(a)(i)
(Without Consent of the Noteholders) surrender any right or power it has under any Related Document other than to the Trustee
or the Series 2022-4 Noteholders);
contained in any Series Supplement or in any Notes issued thereunder;
(ii) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision
Series 2022-4 Notes;
(iii) to provide for uncertificated Series 2022-4 Notes in addition to certificated
(iv) to add to or change any of the provisions of this Series 2022-4 Supplement
to such extent as shall be necessary to permit or facilitate the issuance of Series 2022-4 Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(v) to conform this Series 2022-4 Supplement to the terms of the offering document(s) for the Series
2022-4 Notes;
(vi) to correct or supplement any provision in this Series 2022-4 Supplement which may be
inconsistent with any other provision herein or in the Base Indenture or to make any other provisions with respect to matters or
questions arising under this Series 2022-4 Supplement or in the Base Indenture;
the Series Collateral; and
(vii) to evidence and provide for the addition of medium-duty trucks in the Indenture Collateral and/or
2022-4 Noteholders;
(viii) to effect any other amendment that does not materially adversely affect the interests of the Series
provided, however, that (i) as evidenced by an Officer’s Certificate of HVF III, such action shall not materially adversely affect
the interests of the Series 2022-4 Noteholders, (ii) any amendment or modification shall not be effective until the Series 2022-4
Rating Agency Condition has been satisfied with respect to such amendment or modification (unless 100% of the Series 2022-4
Noteholders have consented thereto) and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution.
(b) With the Consent of the Majority Series 2022-4 Noteholders . Except as provided in Section 9.9(a)
(Amendments) or Section 9.9(c) (Amendments), this Series 2022-4 Supplement may from time to time be amended, modified
or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF III, the Trustee
and the Majority Series 2022-4 Noteholders, (ii) in the case of an amendment or modification, the Series 2022-4 Rating
Agency Condition is satisfied (unless otherwise consented to in writing by 100% of the Series 2022-4 Noteholders) with
respect to such amendment or modification and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution; provided that, with respect to any such amendment, modification or waiver that does
not adversely affect in any material respect one or more Classes, Subclasses and/or Tranches of the Series 2022-4 Notes, as
evidenced by an Officer’s Certificate of HVF III, each such Class, Subclass and/or Tranche will be deemed not Outstanding
for purposes of the consent required pursuant to clause (i) of this Section 9.9(b) (Amendments) (and the calculation of the
Majority Series 2022-4 Noteholders (including the Aggregate Principal Amount) will be modified accordingly); provided,
further, that the consent of any Series 2022-4 Noteholder shall not be required to provide for the issuance of any Class E Notes
in accordance with Section 9.18 (Issuance of Class E Notes), subject to the satisfaction of the Series 2022-4 Rating Agency
Condition with respect to such amendment or modification;
( c ) With the Consent of 100% of the Series 2022-4 Noteholders . Notwithstanding the foregoing
Sections 9.9(a) and (b) (Amendments), without the consent of 100% of the Series 2022-4 Noteholders affected by such
amendment, modification or waiver, no amendment, modification or waiver (other than any waiver effected pursuant to
Section 7.1 (Amortization Events) shall:
(i) amend or modify the definition of “Majority Series 2022-4 Noteholders” or Section 2.5 (Required Series
Noteholders) in this Series 2022-4 Supplement or otherwise reduce the percentage of Series 2022-4 Noteholders whose
consent is required to take any particular action hereunder;
(ii) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Series 2022-4 Note (or reduce the principal amount of or rate of interest on any Series 2022-4 Note or
otherwise change the manner in which interest is calculated); or
(iii) amend or modify Section 2.1(a) (Initial Issuance on the Series 2022-4 Closing Date ) , Section 4.1
(Granting Clause), Section 5.3 (Application of Funds in the Series 2022-4 Interest Collection Account ) , Section 5.4
(Application of Funds in the Series 2022-4 Principal Collection Account), Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals), Section 7.1 (Amortization Events) (other than pursuant to any waiver effected pursuant to Section 7.1
(Amortization Events) of this Series 2022-4 Supplement), Section 9.9(a), (b) or (c) (Amendments) or Section 9.19
(Trustee Obligations under the Retention Requirements ), or otherwise amend or modify any provision relating to the
amendment or modification of this Series 2022-4 Supplement or that pursuant to the Series 2022-4 Related Documents
expressly requires the consent of 100% of the Series 2022-4 Noteholders or each Series 2022-4 Noteholder affected by
such amendment or modification;
( d ) Series 2022-4 Supplemental Indentures. Each amendment or other modification to this Series
2022-4 Supplement shall be set forth in a Series 2022-4 Supplemental Indenture. The initial effectiveness of each Series 2022-
4 Supplemental Indenture shall be subject to the delivery to the Trustee of an Opinion of Counsel (which may be based on an
Officer’s Certificate) that such Series 2022-4 Supplemental Indenture is authorized or permitted by this Series 2022-4
Supplement.
(e) The Trustee to Sign Amendments, etc. The Trustee shall sign any Series 2022- 4 Supplemental
Indenture authorized or permitted pursuant to this Section 9.9 (Amendments) if such Series 2022-4 Supplemental Indenture
does not adversely affect the rights, duties, liabilities or immunities of the Trustee, and if such Series 2022-4 Supplemental
Indenture does adversely affect the rights, duties, liabilities or immunities of the Trustee, then the Trustee may, but need not,
sign it. In signing such Series 2022-4 Supplemental Indenture, the Trustee shall be entitled to receive, if requested, and,
subject to Section 7.2 (Limited Liability Company and Governmental Authorization ) of the Base Indenture, shall be fully
protected in relying upon, an Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s
Certificate) as conclusive evidence that such Series 2022-4 Supplemental Indenture is authorized or permitted by this Section
9.9 (Amendments) and that all conditions precedent specified in this Section 9.9 (Amendments) have been satisfied, and that it
will be valid and binding upon HVF III in accordance with its terms.
(f) Consent to Substance. It shall not be necessary for the consent of any Person pursuant to Section
9.9(a) (Amendments) or Section 9.9(b) (Amendments) for such Person to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such Person consents to the substance thereof.
Section 9.10 Administrator to Act on Behalf of HVF III . Pursuant to the Administration Agreement, the Administrator
has agreed to provide certain services to HVF III and to take certain actions on behalf of HVF III, including performing or
otherwise satisfying any action, determination, calculation, direction, instruction, notice, delivery or other performance
obligation, in each case, permitted or required by HVF III pursuant to this Series 2022-4 Supplement. Each Noteholder by its
acceptance of a Note and the Trustee by its execution hereof, hereby consents to the provision of such services and the taking of
such action by the Administrator in lieu of HVF III and hereby agrees that HVF III’s obligations hereunder with respect to any
such services performed or action taken shall be deemed satisfied to the
extent performed or taken by the Administrator and to the extent so performed or taken by the Administrator shall be deemed for
all purposes hereunder to have been so performed or taken by HVF III; provided, that for the avoidance of doubt, none of the
foregoing shall create any payment obligation of the Administrator or relieve HVF III of any payment obligation hereunder;
provided, further, that if an Amortization Event with respect to the Series 2022-4 Notes has occurred and is continuing or if a
Limited Liquidation Event of Default has occurred and the Administrator has failed to take any action on behalf of HVF III that
HVF III is required to take pursuant to the this Series 2022-4 Supplement, all or any determinations, calculations, directions,
instructions, notices, deliveries or other actions required to be effected by HVF III or the Administrator hereunder may be
effected or directed by the Majority Series 2022-4 Noteholders or any appointed agent or representative thereof, and HVF III
shall, and shall cause the Administrator to, provide reasonable assistance in furtherance of the foregoing, and the Trustee shall
follow any such direction as if delivered by the Administrator or by the Administrator on behalf of HVF III, in each case to the
extent such direction is consistent with this Series 2022-4 Supplement and the Related Documents.
Section 9.11 Successors. All agreements of HVF III in this Series 2022-4 Supplement and with respect to the Series
2022-4 Notes shall bind its successor; provided, however, except as provided in Section 9.9 (Amendments), HVF III may not
assign its obligations or rights under this Series 2022-4 Supplement or any Series 2022-4 Note. All agreements of the Trustee in
this Series 2022-4 Supplement shall bind its successor.
Section 9.12 Termination of Series Supplement . This Series 2022-4 Supplement shall cease to be of further effect when
(i) all Outstanding Series 2022-4 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2022-4 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF III has paid all sums
payable hereunder, and (iii) the Class A/B/C/D Demand Note Payment Amount is equal to zero or the Class A/B/C/D Letter of
Credit Liquidity Amount is equal to zero.
Section 9.13 Electronic Execution. This Series 2022-4 Supplement may be transmitted and/or signed in accordance with
Section 9.7 (Execution in Counterparts, Electronic Execution) hereto.
Section 9.14 Additional UCC Representations. Without limiting any other representation or warranty given by HVF III
in the Base Indenture, HVF III hereby makes the representations and warranties set forth below in this Section 9.14 (Additional
UCC Representations) for the benefit of the Trustee and the Series 2022-4 Noteholders, in each case, as of the date hereof.
(a) General.
(i) The Series 2022-4 Supplement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Class A/B/C/D Demand Note and all of its proceeds (the “Series Collateral”) in favor of the Trustee for
the benefit of the Series 2022-4 Noteholders and in the case of each of clause (a) and (b) is prior to all other Liens on such
Indenture Collateral and Series Collateral, as applicable, except for Series 2022-4 Permitted Liens, respectively, and is
enforceable as such against creditors and purchasers from HVF III.
(ii) HVF III owns and has good and marketable title to the Indenture Collateral and the Series
Collateral free and clear of any lien, claim, or encumbrance of any Person, except for Series 2022-4 Permitted Liens,
respectively.
( b ) Characterization. The Class A/B/C/D Demand Note constitutes an “instrument” within the
meaning of the applicable UCC and (b) all Manufacturer Receivables constitute “accounts” or “general intangibles” within the
meaning of the applicable UCC.
(c) Perfection by Filing. HVF III has caused or will have caused, within ten (10) days after the Series
2022-4 Closing Date, 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 any accounts and general intangibles included in
the Series Collateral granted to the Trustee.
evidence the Class A/B/C/D Demand Note have been delivered to the Trustee.
(d) Perfection by Possession. All original copies of the Class A/B/C/D Demand Note that constitute or
(e) Priority.
(i) Other than the security interest granted to the Trustee pursuant to the Series 2022-4 Supplement,
HVF III has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Series Collateral.
HVF III has not authorized the filing of and is not aware of any financing statements against HVF III that include a description
of collateral covering the Series Collateral, other than any financing statement relating to the security interests granted to the
Trustee, as secured party under the Series 2022-4 Supplement, respectively, or that has been terminated. HVF III is not aware of
any judgment or tax lien filings against HVF III.
been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
(ii) The Class A/B/C/D Demand Note does not contain any marks or notations indicating that it has
Section 9.15 Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 13.1
(Notices) of the Base Indenture, and (ii) in the case of the Administrator, unless otherwise specified by the Administrator by
notice to the respective parties hereto, in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), e-mail, facsimile or overnight air courier guaranteeing next day delivery, to:
The Hertz Corporation 8501 Williams Road
Estero, Florida 33928
Attention: Treasury Department / General Counsel Phone: [*]
Fax: [*]
E-mail: [*]
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 e-mail or facsimile shall be deemed given on the date of delivery of such notice if received before
12:00 noon ET or the next Business Day if received at or after 12:00 noon ET, and (iv) delivered by overnight air courier shall
be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier.
Section 9.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of
the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to the Base Indenture, this Series 2022-4 Supplement, the Series 2022-4 Notes or the
transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to the Base
Indenture, this Series 2022-4 Supplement, the Series 2022-4 Notes or the transactions contemplated hereby; (ii) agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action
or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any
such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was
brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of process in the manner
provided for notices in Section 9.15 (Notices) (provided that, nothing in this Series 2022-4 Supplement shall affect the right of
any such party to serve process in any other manner permitted by law).
Section 9.17 Waiver of Jury Trial . EACH OF THE PARTIES HERETO 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 THE BASE INDENTURE, THIS SERIES 2022-4
SUPPLEMENT, THE SERIES 2022- 4 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.18 Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-4 Closing Date. On any
date during the Series 2022-4 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the
following conditions precedent:
(a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-4 Supplement
providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date,
(b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal
amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization
Amount with respect to the Class E Notes will be the Series 2022-4 Controlled Amortization Period and (e) payment
mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than
as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance;
(b) 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 proposed closing date for the issuance of the Class E Notes (such
closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified
in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”):
(c) The Trustee shall have received a Company Order authorizing and directing the authentication and
delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes,
the Class E Initial Principal Amount (or the method for calculating
the Class E Initial Principal Amount) of such Proposed Class E Notes to be authenticated and the Note Rate with respect to
such Proposed Class E Notes;
Closing Date to the effect that:
(d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes
(i) no Amortization Event with respect to the Series 2022-4 Notes, Series 2022-4 Liquidation Event,
Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur
as a result of the issuance of such Proposed Class E Notes;
authentication and delivery of such Proposed Class E Notes have been complied with or waived; and
(ii) all conditions precedent provided in this Series 2022-4 Supplement with respect to the
(iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-4
Supplement and any Series 2022-4 Related Documents will not reduce the availability of the Class A/B/C/D Liquid
Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes;
connection with the issuance of the Proposed Class E Notes may provide for:
(e) No amendments to this Series 2022-4 Supplement or any Series 2022-4 Related Documents in
(i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class
A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class
A/B/C/D Notes remain outstanding;
(ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class
A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of
demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the
benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on
the Class E Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class
A/B/C/D Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the
availability of the Class A/B/C/D Liquid Enhancement Amount to
support the payment of interest on or principal of the Class A/B/C/D Notes in any material respect;
(iii) during the Series 2022-4 Rapid Amortization Period, payment of principal of the Class E Notes
until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds
of incremental enhancement provided solely for the benefit of the Class E Notes;
(iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D
Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-4
Supplement that expressly require the consent of each Noteholder or Series 2022-4 Noteholder, as the case may be,
materially adversely affected thereby or (y) with respect to amendments to this Series 2022-4 Supplement, any
amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or
(v) the addition of any Amortization Event with respect to the Series 2022-4 Notes other than those
related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit
enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely
supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes;
(f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based
upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the
Class A/B/C/D Notes substantially to the effect that:
(i) the issuance of the Proposed Class E Notes will not adversely affect the
U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an
Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and
HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes as a result of such issuance;
(ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series
2022-4 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and
(iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and
issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject,
in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and to general principles of equity; and
(The Series 2022-4 Rating Agency Condition shall have been satisfied with respect to the issuance of
the Proposed Class E Notes and the execution of any related amendments to this Series 2022-4 Supplement and/or any other
Series 2022-4 Related Document.
Section 9.19 Trustee Obligations under the Retention Requirements. In no event shall the Trustee have any
responsibility to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed
securities or other rules or regulations relating to risk retention. The Trustee shall not be charged with knowledge of such rules,
nor shall it be liable to any Series 2022-4 Noteholder or any other party for violation of such rules now or hereafter in effect.
Section 9.20 Amendment and Restatement; No Novation. This Series 2022-4 Supplement shall constitute an amendment
and restatement, but not a novation, of the Original Series 2022-4 Supplement. The execution and delivery of this Series 2022-4
Supplement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not
constitute, a novation of either (i) the obligations and liabilities of HVF III under the Original Series 2022-4 Supplement, or (ii)
the grant of a security interest in the collateral described under the Original Series 2022-4 Supplement made by HVF III to the
Trustee. Each of the parties hereto hereby affirms, ratifies, confirms, renews, extends, continues and brings forward the grant of
security interest and pledge in the Original Series 2022-4 Supplement and
agrees that the liens in the collateral described therein shall continue without any diminution thereof and shall remain in full
force and effect as valid, binding, and enforceable liens on or after the date of this Series 2022-4 Supplement. The parties hereto
reaffirm all UCC financing statements and continuation statements and amendments thereof filed and all other filings and
recordations made in respect of the collateral described in the Original Series 2022-4 Supplement and the liens and security
interests granted thereunder and under this Series 2022-4 Supplement and acknowledge that such filings and recordations were
and remain authorized and effective on and after the date hereof.
IN WITNESS WHEREOF, HVF III, the Trustee and the Administrator have caused this Series 2022-4
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.
HERTZ VEHICLE FINANCING III LLC, as Issuer
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: President and Treasurer
THE HERTZ CORPORATION, as Administrator
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By: /s/ Mitchell L. Brumwell
Name: Mitchell L. Brumwell
Title: Vice President
SCHEDULE I
TO THE SERIES 2022-4 SUPPLEMENT
DEFINITIONS LIST
“144A Global Notes” has the meaning specified in Section 2.1(e) (Issuance—144A Global Notes) of this Series
2022-4 Supplement.
Supplement.
“Amended Series 2022-4 Supplement ” has the meaning specified in the Preamble to this Series 2022-4
this Series 2022-4 Supplement.
“Applicable Procedures” has the meaning specified in Section 2.2(e) (Transfer Restrictions for Global Notes ) of
“Base Indenture” has the meaning specified in the Preamble. “Base Rent” has the
meaning specified in the Lease.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (ii) any “plan” (as defined in Section 4975(E)(1) of the Code) that is subject to Section 4975 of the Code or
(iii) any entity deemed to hold the “assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section
2510.3-101, as modified by Section 3(42) of ERISA, or otherwise under ERISA).
“Blackbook Guide” has the meaning specified in the Lease.
successors and assigns.
“BNY” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its
C Notes, the Class D Notes or, if issued, the Class E Notes.
“Class” means a class of the Series 2022-4 Notes, which may be the Class A Notes, the Class B Notes, the Class
“Class A Deficiency Amount” means the Class Deficiency Amount for the Class A Notes. “ Class A Global Note”
means a Class A Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class A Notes.
“Class A Monthly Interest Amount” means, with respect to any Series 2022-4 Interest
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the
Note Register.
“Class A Notes” means any one of the Series 2022-4 Fixed Rate Rental Car Asset Backed
Notes, Class A, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1
or Exhibit A-1-2 to this Series 2022-4 Supplement.
Amount for the Class A Notes.
“Class A Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
collectively.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes,
“Class A/B/C/D Adjusted Liquid Enhancement Amount” means, as of any date of
determination, the Class A/B/C/D Liquid Enhancement Amount, as of such date, excluding from the
calculation thereof the amount available to be drawn under any Class A/B/C/D Defaulted Letter of Credit, as of such date.
“Class A/B/C/D Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Class A/B/C/D Principal Amount as of such date over (B) the Series 2022-4 Principal Collection Account Amount as of such
date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the
amount of cash on deposit in and Permitted Investments credited to the Class A/B/C/D L/C Cash Collateral Account as of such
date.
cash on deposit in and Permitted Investments credited to the Class A/B/C/D Reserve Account as of such date.
“Class A/B/C/D Available Reserve Account Amount ” means, as of any date of determination, the amount of
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a
Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form of
Annex C to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Termination Demand” means a certificate substantially in the form of Annex D to
a Class A/B/C/D Letter of Credit.
Annex B to Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D Letter
of Credit that, as of such date, an Authorized Officer of the Administrator has actual knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in accordance with its terms
or otherwise as expressly permitted in such Class A/B/C/D Letter of Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit Provider of such
Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter of Credit or such
Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof,
or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days
with respect to the Class A/B/C/D Letter of Credit Provider of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit B-
2 to this Series 2022-4 Supplement.
“Class A/B/C/D 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 Class A/B/C/D Demand Note that were deposited into the
Series 2022-4 Distribution Account and paid to the Series 2022- 4 Noteholders during the one (1) 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 III
(or any payee of HVF III) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any withdrawal
from any Class A/B/C/D L/C 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 sixty (60) consecutive days) with
respect to Hertz shall have occurred on or before such date of determination, the Class A/B/C/D 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 Class A/B/C/D 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.
and Class A/B/C/D Demand Notes) of this Series 2022-4 Supplement.
“Class A/B/C/D Demand Notice” has the meaning specified in Section 5.6(c) (Class A/B/C/D Letters of Credit
“Class A/B/C/D Disbursement” shall mean any Class A/B/C/D L/C Credit Disbursement, any Class A/B/C/D
L/C Preference Payment Disbursement, any Class A/B/C/D L/C Termination Disbursement or any Class A/B/C/D L/C Unpaid
Demand Note Disbursement under the Class A/B/C/D Letters of Credit or any combination thereof, as the context may require.
Credit and Class A/B/C/D Demand Notes) of this Series 2022-4 Supplement.
“Class A/B/C/D Downgrade Event” has the meaning specified in Section 5.8(b) (Class A/B/C/D Letters of
Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-4 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount ” has the meaning specified in Section 5.8(b) (Class A/B/C/D
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-4 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount Notice ” has the meaning specified in Section 5.8(b) (Class
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the
related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating (or the equivalent thereof)
from Moody’s and Moody’s is rating any Class of Series 2022-4 Notes at such time, then a long-term senior unsecured debt
rating (or the equivalent thereof) from Moody’s of at least “A1”, (ii) if such Person has a short-term senior unsecured debt credit
rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2022-4 Notes at such time, then a
short-term senior unsecured debt credit rating (or the equivalent thereof) from Moody’s of at least “P-1”, (iii) if such Person has
a long-term issuer default rating from Fitch and Fitch is rating any Class of Series 2022-4 Notes at such time, then a long-term
issuer default rating from Fitch of at least “A” and (iv) if such Person has a short-term issuer default rating from Fitch and Fitch
is rating any Class of Series 2022- 4 Notes at such time, then a short-term issuer default rating from Fitch of at least “F1”.
“Class A/B/C/D L/C Cash Collateral Account ” has the meaning specified in Section 4.2(a)(ii) (Series 2022-4
Accounts) of this Series 2022-4 Supplement.
respect to the Class A/B/C/D L/C Cash Collateral Account.
“Class A/B/C/D L/C Cash Collateral Account Collateral ” means the Series 2022-4 Account Collateral with
“Class A/B/C/D L/C Cash Collateral Account Surplus ” means, with respect to any Payment Date, the lesser of
(a) the Class A/B/C/D Available L/C Cash Collateral Account Amount and (b) the excess, if any, of the Class A/B/C/D Adjusted
Liquid Enhancement Amount over the Class A/B/C/D Required Liquid Enhancement Amount on such Payment Date.
“Class A/B/C/D L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such
date and the denominator of which is the Class A/B/C/D Letter of Credit Liquidity Amount as of such date.
pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of Credit
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D Letter
of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
“Class A/B/C/D L/C Termination Disbursement ” means an amount drawn under a Class A/B/C/D Letter of
Credit pursuant to a Class A/B/C/D Certificate of Termination Demand.
Letter of Credit pursuant to a Class A/B/C/D Certificate of Unpaid Demand Note Demand.
“Class A/B/C/D L/C Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B/C/D
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form of Exhibit F
to this Series 2022-4 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit Provider in favor of the Trustee for the
benefit of the Series 2022-4 Noteholders or (ii) if issued after the Series 2022-4 Closing Date and not substantially in the form of
Exhibit F to this Series 2022-4 Supplement, that satisfies the Series 2022-4 Rating Agency Condition.
“Class A/B/C/D 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 as of such date under the Class A/B/C/D Letters of Credit, as specified therein, and
(ii) if the Class A/B/C/D L/C Cash Collateral Account has been established and funded pursuant to Section 4.2(a)(ii) (Series
2022-4 Accounts), the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date and (b) the aggregate
undrawn principal amount of the Class A/B/C/D Demand Note as of such date.
“Class A/B/C/D Letter of Credit Expiration Date” means, with respect to any Class A/B/C/D Letter of Credit,
the expiration date set forth in such Class A/B/C/D Letter of Credit, as such date may be extended in accordance with the terms
of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of Credit, as specified therein, and (b)
if a Class A/B/C/D L/C Cash Collateral Account has been established pursuant to Section 4.2(a)(ii) (Series 2022-4 Accounts),
the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date.
Credit.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of
“Class A/B/C/D Liquid Enhancement Amount” means, as of any date of determination, the
sum of (a) the Class A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account Amount as
of such date.
Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount as of such date.
“Class A/B/C/D Liquid Enhancement Deficiency ” means, as of any date of determination, the Class A/B/C/D
collectively.
Credit.
“Class A/B/C/D Notes” means the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes,
“Class A/B/C/D Notice of Reduction” means a notice in the form of Annex E to a Class A/B/C/D Letter of
“Class A/B/C/D Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal Amount, in each case, as of
such date.
“Class A/B/C/D Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the
Class A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2022- 4 Asset Amount on such date; provided,
however, the Class A/B/C/D 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 by it under the Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount
on such date over (y) the sum of (1) the Series 2022-4 Asset Amount on such date and (2) the lesser of (a) the Class A/B/C/D
Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid Enhancement Amount on such date.
March 25, 2022, by and among HVF III, Hertz and Barclays Capital Inc.,
“Class A/B/C Purchase Agreement ” means the Purchase Agreement in respect of the Class A/B/C Notes, dated
Deutsche Bank Securities Inc., Citizens Capital Markets, Inc. and Credit Agricole Securities (USA) Inc., as initial purchasers of
the Class A/B/C Notes.
“Class A/B/C/D Required Liquid Enhancement Amount ” means, as of any date of determination, an amount
equal to the product of (a) 2.75% and (b) the Class A/B/C/D Adjusted Principal Amount as of such date.
amount equal to the greater of:
“Class A/B/C/D Required Reserve Account Amount ” means, with respect to any date of determination, an
(a) the excess, if any, of
(i) the Class A/B/C/D Required Liquid Enhancement Amount over
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of such date,
excluding from the calculation of such excess the amount available to be drawn under any Class
A/B/C/D Defaulted Letter of Credit as of such date, and:
(b) the excess, if any, of:
(i) the Series 2022-4 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class
A/B/C/D Available Reserve Account Amount) over
(ii) the Series 2022-4 Asset Amount, in each case as of such date.
this Series 2022-4 Supplement.
“Class A/B/C/D Reserve Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-4 Accounts) of
Class A/B/C/D Reserve Account.
“Class A/B/C/D Reserve Account Collateral ” means the Series 2022-4 Account Collateral with respect to the
“Class A/B/C/D Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if
any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class A/B/C/D Available Reserve Account
Amount for such date.
“Class A/B/C/D Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Section 5.5(a)
(Class A/B/C/D Reserve Account Withdrawals) of this Series 2022-4 Supplement.
“Class A/B/C/D Reserve Account Surplus ” means, as of any date of determination, the excess, if any, of the
Class A/B/C/D Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date) over the Class A/B/C/D Required Reserve Account Amount, in each case, as of such date.
“Class B Deficiency Amount” means the Class Deficiency Amount for the Class B Notes. “ Class B Global
Note” means a Class B Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class B Notes.
“Class B Monthly Interest Amount” means, with respect to any Series 2022-4 Interest
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the
Note Register.
“Class B Notes” means any one of the Series 2022-4 Fixed Rate Rental Car Asset Backed
Notes, Class B, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1
or Exhibit A-2-2 to this Series 2022-4 Supplement.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
Amount for the Class B Notes.
“Class C Deficiency Amount” means the Class Deficiency Amount for the Class C Notes. “ Class C Global Note”
means a Class C Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class C Notes.
“Class C Monthly Interest Amount” means, with respect to any Series 2022-4 Interest
Note Register.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the
“Class C Notes” means any one of the Series 2022-4 Fixed Rate Rental Car Asset Backed
Notes, Class C, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1
or Exhibit A-3-2 to this Series 2022-4 Supplement.
Amount of the Class C Notes.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
“Class Carryover Controlled Amortization Amount ” means, with respect to any Payment Date during the Series
2022-4 Controlled Amortization Period and any Class of Series 2022-4 Notes, the amount, if any, by which the amount paid to
the Noteholders of such Class pursuant to Section 5.4(c) (Application of Funds in the Series 2022-4 Principal Collection
Account) on the previous Payment Date was less than the Class Controlled Distribution Amount for the previous Payment Date
for such Class.
“Class Controlled Amortization Amount ” means with respect to any Payment Date during the Series 2022-4
Controlled Amortization Period, for each Class, one-sixth of the Class Initial Principal Amount of such Class.
“Class Controlled Distribution Amount” means, with respect to any Payment Date and any Class of Series 2022-
4 Notes during the Series 2022-4 Controlled Amortization Period, an amount equal to the sum of the Class Controlled
Amortization Amount for such Class and such Payment Date and any Class Carryover Controlled Amortization Amount for such
Class and such Payment Date.
Supplement.
“Class D Amendments” has the meaning specified in the Preamble to this Series 2022-4
“Class D Deficiency Amount” means the Class Deficiency Amount for the Class D Notes.
“Class D Global Note” means a Class D Note that is a Regulation S Global Note or a 144A Global Note.
“Class D Monthly Interest Amount” means, with respect to any Series 2022-4 Interest Period, an amount equal to the
Class Interest Amount for the Class D Notes.
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the
Note Register.
“Class D Notes” means any one of the Series 2022-4 Fixed Rate Rental Car Asset Backed Notes, Class D, executed
by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1 or Exhibit A-4-2 to this Series
2022-4 Supplement.
“Class D Principal Amount” means the Class Principal Amount of the Class D Notes.
“Class D Purchase Agreement” means the Purchase Agreement in respect of the Original
Class D 144A Global Note, dated March 25, 2022, by and between HVF III and the Initial Class D Note Purchaser.
“Class D Regulation S Global Note” has the meaning specified in the Preamble of this Series 2022-4
Supplement.
Inc., BofA Securities, Inc., BNP Paribas Securities Corp., and RBC Capital Markets, LLC.
“Class D Subsequent Initial Purchasers” means Deutsche Bank Securities Inc., Credit Agricole Securities (USA)
“Class D Subsequent Issuance Date” means August 18, 2022.
“Class D Subsequent Purchase Agreement ” means the Purchase Agreement in respect of the Original Class D
144A Global Note, dated August 11, 2022, by and among HVF III, the Initial Class D Note Purchaser and the Class D
Subsequent Initial Purchasers.
“Class Deficiency Amount” has the meaning specified in Section 3.1 (Interest) of this Series 2022-4
Supplement.
“Class E Adjusted Asset Coverage Threshold Amount ” will have the meaning set forth in an amendment to this
Series 2022-4 Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-4
Supplement.
“Class E Initial Principal Amount” will have the meaning set forth in an amendment to this Series 2022-4
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-4 Supplement.
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-4 Supplement.
“Class E Monthly Interest Amount ” will have the meaning set forth in an amendment to this Series 2022-4
into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022- 4 Supplement.
“Class E Note Rate” will have the meaning set forth in an amendment to this Series 2022- 4 Supplement entered
Note Register. Supplement.
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the Note Register. “ Class E Notes” has
the meaning specified in the Preamble to this Series 2022-4 Supplement.
“Class E Notes Closing Date” has the meaning specified in Section 9.18(b) (Issuance of
Class E Notes) of this Series 2022-4 Supplement.
entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-4 Supplement.
“Class E Principal Amount” will have the meaning set forth in an amendment to this Series 2022-4 Supplement
“Class Initial Principal Amount” means, for each Class of the Series 2022-4 Notes, the amount set forth in the
following table:
Class
Initial Principal Amount
A
$450,000,000
B
$70,000,000
C
$60,000,000
D
$86,665,000
“Class Interest Amount” means, for each Class of Notes for any Series 2022-4 Interest Period (a) with respect to
the initial Series 2022-4 Interest Period, an amount equal to the product of (i) the applicable Note Rate for such Class, (ii) the
Class Initial Principal Amount for such Class, and (iii) 30/360, and (b) with respect to each Series 2022-4 Interest Period
thereafter, an amount equal to sum of (i) the product of (A) one-twelfth of the applicable Note Rate for such Class, and (B) the
Class Principal Amount for such Class as of the first day of such Series 2022-4 Interest Period, after giving effect to any
principal payments made on such date, plus (ii) the aggregate amount of any unpaid Class Deficiency Amounts for such Class,
after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class
Deficiency Amounts at the applicable Note Rate for such Class).
“Class Principal Amount” means, when used with respect to Class and any date, an amount equal to (a) the Class
Initial Principal Amount with respect to such Class minus (b) the sum of the amount of principal payments made to the
Noteholders of such Class on or prior to such date minus (c) the principal amount of any Series 2022-4 Notes of such Class that
have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Series 2022-4
Note was issued on or prior to such date.
“Confidential Information” means information that Hertz or any Affiliate thereof (or any successor to any such
Person in any capacity) furnishes to a Noteholder or a Note Owner, but does not
include any such information (i) that is or becomes generally available to the public other than as a result of a disclosure by a
Noteholder or a Note Owner or other Person to which a Noteholder or a Note Owner delivered such information, (ii) that was in
the possession of a Noteholder or a Note Owner prior to its being furnished to such Noteholder or Note Owner by Hertz or any
Affiliate thereof; provided that, there exists no obligation of any such Person to keep such information confidential, or (iii) that
is or becomes available to a Noteholder or a Note Owner from a source other than Hertz or an Affiliate thereof; provided that,
such source is not (1) known, or would not reasonably be expected to be known, to a Noteholder or a Note Owner to be bound by
a confidentiality agreement with Hertz or any Affiliate thereof, as the case may be, or (2) known, or would not reasonably be
expected to be known, to a Noteholder or a Note Owner to be otherwise prohibited from transmitting the information by a
contractual, legal or fiduciary obligation.
respect to the assets of HVF III or that provides investment advice for a fee
“Controlling Person” means a Person (other than a Benefit Plan) that has discretionary authority or control with
(direct or indirect) with respect to such assets (or an “affiliate” of such a Person (as defined in the Plan Assets Regulation)).
“Determination Date” means the date five (5) Business Days prior to each Payment Date. “ Disposition
Proceeds” means, with respect to each Non-Program Vehicle, the net
proceeds from the sale or disposition of such Non-Program Vehicle to any Person (other than any portion of such proceeds
payable by the Lessee thereof pursuant to the Lease).
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
“Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of
any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ Expected Final Payment
Date” means, with respect to the Series 2022-4 Notes, the
Payment Date in September 2025.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or
regulatory legislation, rules, guidelines or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.
“Final Base Rent” has the meaning specified in the Lease.
2022-4 Supplement.
“First Amendment to the Series 2022-4 Supplement ” has the meaning specified in the Preamble to this Series
Notes and the Class D Global Notes that are Regulation S Global Notes or 144A Global Notes.
“Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes, the Class C Global
Notes pursuant to the Class D Purchase Agreement.
“Initial Class D Note Purchaser” means The Hertz Corporation, in its capacity as the initial purchaser of the Class D
“Lease Payment Deficit Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee ) of
this Series 2022-4 Supplement.
“Legal Final Payment Date” means, with respect to the Series 2022-4 Notes, the Payment Date in September
2026.
“Majority Series 2022-4 Controlling Class” means (i) for so long as the Class A Notes are outstanding, Class A
Noteholders holding more than 50% of the principal amount of the Class A Notes, (ii) if no Class A Notes are outstanding, Class
B Noteholders holding more than 50% of the principal amount of the Class B Notes, (iii) if no Class A Notes or Class B Notes
are outstanding, Class C Noteholders holding more than 50% of the principal amount of the Class C Notes, (iv) if no Class A
Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of the principal amount of
the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding and (y) Class
E Notes have been issued and are outstanding, Class E Noteholders holding more than 50% of the principal amount of the Class
E Notes.
“Majority Series 2022-4 Noteholders” means Series 2022-4 Noteholders holding more than 50% of the Series
2022-4 Principal Amount (excluding any other Series 2022-4 Notes held by HVF III or any Affiliate of HVF III (other than
Series 2022-4 Notes held by an Affiliate Issuer)). The Majority Series 2022-4 Noteholders shall be the “Required Series
Noteholders” with respect to the Series 2022-4 Notes.
“Make-Whole End Date” means, with respect to the Series 2022-4 Notes, the date that is six months prior to the
commencement of the Series 2022-4 Controlled Amortization Period.
“Make-Whole Premium” means, with respect to any Class A/B/C/D Note on its related Redemption Date, (a) for
any Redemption Date occurring prior to the Make-Whole End Date the present value on such Redemption Date of all required
remaining scheduled interest payments due on such Class A/B/C/D Note on each Payment Date occurring prior to the Make-
Whole End Date (excluding accrued and unpaid interest through such Redemption Date), computed using a discount rate equal
to the Treasury Rate plus 0.25%, as calculated by HVF III (or by the HVF III’s designee) and (b) for any Redemption Date after
the Make-Whole End Date, zero.
“Monthly Blackbook Mark” has the meaning specified in the Lease. “ Monthly NADA
Mark” has the meaning specified in the Lease.
“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.
“Net Book Value ” has the meaning specified in the Lease.
“Note Owner” means with respect to any Global Note, any Person who is a beneficial owner of an interest in
such 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).
“Note Rate” means, with respect to each Class of Series 2022-4 Notes issued on the Series 2022-4 Closing Date,
the rate set forth in the following table:
Class
Note Rate
A
3.73%
B
4.12%
C
4.61%
D
6.56%
Supplement.
“Original Class D 144A Global Note ” has the meaning specified in the Preamble to this Series 2022-4
“Outstanding” means with respect to the Series 2022-4 Notes (or any Class of Series 2022- 4 Notes), all Series
2022-4 Notes (or Series 2022-4 Notes of a particular Class, as applicable) theretofore authenticated and delivered under the Base
Indenture and this Series 2022-4 Supplement, except (a) Series 2022-4 Notes theretofore cancelled or delivered to the Registrar
for cancellation, (b) Series 2022-4 Notes that have not been presented for payment but funds for the payment of which are on
deposit in the Series 2022-4 Distribution Account and are available for payment in full of such Series 2022-4 Notes, and Series
2022-4 Notes that are considered paid pursuant to Section 8.1 (Payment of Notes) of the Base Indenture, and (c) Series 2022-4
Notes in exchange for or in lieu of other Series 2022-4 Notes that have been authenticated and delivered pursuant to the Base
Indenture unless proof satisfactory to the Trustee is presented that any such Series 2022-4 Notes are held by a purchaser for
value.
“Past Due Rent Payment” means, with respect to any Series 2022-4 Lease Payment Deficit and any Lessee, any
payment of Base Rent, Monthly Variable Rent or other amounts payable by such Lessee under the Lease with respect to which
such Series 2022-4 Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the
occurrence of such Series 2022-4 Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series
2022-4 Lease Payment Deficit.
5.7 (Past Due Rental Payments) of this Series 2022-4 Supplement.
“Past Due Rental Payments Priorities” means the priorities of payments set forth in Section
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by
instruments in bearer or registered in book-entry form which evidence:
(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 and “A-1+” by S&P 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+” and a
credit rating from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits,
or a rating from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in
the case of long-term unsecured obligations;
(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+” and a rating from
Moody’s of “P-1”;
(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 and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”;
(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 commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s; and
(viii) any other instruments or securities, if each Rating Agency then rating any outstanding Class of
Series 2022-4 Notes at the request of HVF III will not have advised in writing that the
investment in such instruments or securities will result in the reduction or withdrawal of its then-
current rating of such outstanding Class of Series 2022-4 Notes;
provided that for so long as Fitch is rating any Class of Series 2022-4 Notes, (x) any investment in a money market fund rated by
Fitch will only be a Permitted Investment if such money market fund has a rating of “AAAmmf” from Fitch, (y) any investment
in commercial paper will only be a Permitted Investment if such commercial paper has (at the earlier of the time of the
investment and the time of the contractual commitment to invest therein) a rating of “F1” from Fitch, and (z) any other Permitted
Investment (other than those described clause (i) above) will only be a Permitted Investment if the institution issuing such
Permitted Investment has a long-term issuer default rating of at least “A” by Fitch and a short-term issuer default rating of “F1”
by Fitch.
“Plan Assets Regulation ” means United States Department of Labor Regulation Section 2510.3-101, as
modified by Section 3(42) of ERISA.
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D Demand Note
and distributed to the Series 2022-4 Noteholders in respect of amounts owing under the Series 2022-4 Notes that is recoverable
or that has been recovered (and not subsequently repaid) 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.
“Pro Rata Share” means, with respect to each Class A/B/C/D Letter of Credit issued by any Class A/B/C/D
Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount
under such Class A/B/C/D Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all
Class A/B/C/D Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect
to any Class A/B/C/D Letter of Credit Provider as of any date, if the related Class A/B/C/D Letter of Credit Provider has not
complied with its obligation to pay the Trustee the amount of any draw under such Class A/B/C/D Letter of Credit made prior to
such date, the available amount under such Class A/B/C/D 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 Class A/B/C/D Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A/B/C/D
Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Class A/B/C/D Letters of
Credit).
“Proposed Class E Notes” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2022-4 Supplement.
2022-4 Supplement.
“QIB” has the meaning specified in Section 2.1(c) (Issuance—Form of the Class A/B/C/D Notes) of this Series
“Rating Agencies” means (a) with respect to the Class A Notes, Class B Notes and the Class C Notes, Fitch and
Moody’s, (b) with respect to the Class D Notes, Moody’s, and (c) with respect to any Class of Series 2022-4 Notes, any other
nationally recognized rating agency rating the Series 2022-4 Notes at the request of HVF III; provided, that if at any time any
nationally recognized rating agency shall cease to rate any Class of Series 2022-4 Notes, such rating agency shall be deemed not
to be a Rating Agency with respect to such Class of Series 2022-4 Notes for so long as such rating agency continues not to rate
such Class of Series 2022-4 Notes.
Record Date with respect to the initial Payment Date shall be the Series 2022-4 Closing Date.
“Record Date” means, with respect to any Payment Date, the last day of the Related Month; provided that the
Notes) of this Series 2022-4 Supplement.
“Redemption Date” has the meaning specified in Section 9.1(a) (Optional Redemption of the Series 2022-4
“Re-issued Class D 144A Global Note ” has the meaning specified in the Preamble of this Series 2022-4
Supplement.
“Regulation S” means Regulation S promulgated under the Securities Act.
Notes) of this Series 2022-4 Supplement.
“Regulation S Global Notes” has the meaning specified in Section 2.1(f) (Issuance— Regulation S Global
calendar month and (ii) with respect to any other date, the calendar month in which such date occurs.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination,
(a) if such Person has both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a senior unsecured rating by Fitch and
a long term issuer default rating by Fitch as of such date, then such rating of such Person as of such date; provided that if such
Person does not have any of such
ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such Person as of such date.
“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such Person
has both a long term senior unsecured rating by Moody’s and a long term corporate family rating by Moody’s as of such date,
then the higher of such two ratings as of such date, and
(b) if such Person has only one of a long term senior unsecured rating by Moody’s and a long term corporate family rating by
Moody’s as of such date, then such rating of such Person as of such date; provided that if such Person does not have any of such
ratings as of such date, then there shall be no Relevant Moody’s Rating with respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with
respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such date and (c) with respect to S&P, the Relevant
S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term local
issuer rating by S&P of such Person as of such date; provided that if such Person does not have a long term local issuer rating by
S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.
“Restatement Date Class D Notes” has the meaning specified in the Preamble of this Series 2022-4 Supplement.
“Restricted Notes” means the Global Notes and all other Series 2022-4 Notes evidencing the obligations, or any
portion of the obligations, initially evidenced by the Global Notes, other than certificates transferred or exchanged upon
certification as provided in Article II of this Series 2022-4 Supplement.
“Rule 144A” means Rule 144A promulgated under the Securities Act. “SEC” means the U.S.
Securities and Exchange Commission.
Series 2022-4 Supplement.
“Securities Intermediary” has the meaning specified in Section 4.3(a) (Trustee as Securities Intermediary) of this
“Senior Class of Series 2022-4 Notes” means (a) with respect to the Class B Notes, the Class A Notes, (b) with
respect to the Class C Notes, the Class A Notes and the Class B Notes, (c) with respect to the Class D Notes, the Class A Notes,
the Class B Notes and the Class C Notes and (d) with respect to the Class E Notes (if issued), the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes.
“Senior Interest Waterfall Shortfall Amount” means, with respect to any Payment Date, the excess, if any, of (a)
the sum of the amounts payable (without taking into account availability of funds) pursuant to Sections 5.3(a) through (h)
(Application of Funds in the Series 2022-4 Interest Collection Account ) on such Payment Date over (b) the sum of (i) the Series
2022-4 Payment Date Available Interest Amount with respect to the Series 2022-4 Interest Period ending on such Payment Date
and (ii) the aggregate amount of all deposits into the Series 2022-4 Interest Collection Account with proceeds of the Class
A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each Class A/B/C/D Letter of Credit and each Class A/B/C/D
L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that the amount
calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from the Series 2022-4 Principal Collection Account for deposit into the Series 2022-4 Interest Collection Account
on such Payment Date.
2022-4 Supplement.
“Series 2022-4 Account Collateral ” has the meaning specified in Section 4.1 (Granting Clause) of this Series
“Series 2022-4 Accounts ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-4 Accounts) of this
Series 2022-4 Supplement.
“Series 2022-4 Accrued Amounts ” means, on any date of determination, the sum of the amounts payable
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (l) (Application of Funds in the Series
2022-4 Interest Collection Account) that have accrued and remain unpaid as of such date. The Series 2022-4 Accrued Amounts
shall be the “Accrued Amounts” with respect to the Series 2022-4 Notes.
“Series 2022-4 Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the greater
of (x) the greater of (a) the excess, if any, of (i) the Series 2022-4 Asset Coverage Threshold Amount over (ii) the sum of (A) the
Class A/B/C/D Letter of Credit Amount and (B) the Class
A/B/C/D Available Reserve Account Amount and (b) the Class A/B/C/D Adjusted Principal Amount, in each case, as of such
date and (y) the Class E Adjusted Asset Coverage Threshold Amount as of such date. The Series 2022-4 Adjusted Asset
Coverage Threshold Amount shall be the “Asset Coverage Threshold Amount” with respect to the Series 2022-4 Notes.
“Series 2022-4 Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Series 2022-4 Principal Amount as of such date over (B) the Series 2022-4 Principal Collection Account Amount as of such
date. The Series 2022-4 Adjusted Principal Amount shall be the “Series Adjusted Principal Amount” with respect to the Series
2022-4 Notes.
“Series 2022-4 Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the
Series 2022-4 Percentage of fees payable to the Administrator pursuant to the Administration Agreement on such Payment Date.
Floating Allocation Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.
“Series 2022-4 Asset Amount ” means, as of any date of determination, the product of (i) the Series 2022-4
“Series 2022-4 Asset Coverage Threshold Amount ” means, as of any date of determination, the Class A/B/C/D
Adjusted Principal Amount divided by the Series 2022-4 Blended Advance Rate, in each case as of such date.
Moody’s Blended Advance Rate as of such date and 88.95%.
“Series 2022-4 Blended Advance Rate ” means as of any date of determination, the lesser of the Series 2022-4
“Series 2022-4 Capped Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the lesser of (i) the Series 2022-4 Administrator Fee Amount with respect to such Payment Date and (ii) $600,000.
“Series 2022-4 Capped Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i)
the Series 2022-4 Operating Expense Amount, with respect to such Payment Date and
(ii) the excess, if any, of (x) $600,000 over (y) the sum of the Series 2022-4 Administrator Fee Amount and the Series 2022-4
Trustee Fee Amount, in each case with respect to such Payment Date.
“Series 2022-4 Capped Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
lesser of (i) the Series 2022-4 Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $600,000
over the Series 2022-4 Administrator Fee Amount with respect to such Payment Date.
“Series 2022-4 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Carrying
Charges):
III to:
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by HVF
(a) the Trustee (other than Series 2022-4 Trustee Fee Amounts),
(b) the Administrator (other than Series 2022-4 Administrator Fee Amounts),
(c) the Back-Up Disposition Agent, or
(c) any other party to a Series 2022-4 Related Document,
in each case under and in accordance with such Series 2022-4 Related Document, plus
(ii) any other operating expenses of HVF III that have been invoiced as of such date and are then payable by
HVF III relating the Series 2022-4 Notes.
“Series 2022-4 Closing Date ” means March 30, 2022.
2022-4 Account Collateral with respect to each Series 2022-4 Account and each Class A/B/C/D Demand Note.
“Series 2022-4 Collateral” means the Indenture Collateral, each Class A/B/C/D Letter of Credit, the Series
“Series 2022-4 Controlled Amortization Period ” means the period commencing upon the close of business on
March 25, 2025 (or, if such day is not a Business Day, the Business Day immediately preceding such day), and, in each case,
continuing to the earliest of (i) the commencement of the Series 2022-4 Rapid Amortization Period, (ii) the date on which the
Series 2022-4 Notes are fully paid and (iii) the termination of this Series 2022-4 Supplement.
“Series 2022-4 Daily Interest Allocation ” means, on each Series 2022-4 Deposit Date, the Series 2022-4
Invested Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on
such date.
“Series 2022-4 Daily Principal Allocation ” means, on each Series 2022-4 Deposit Date, an amount equal to the
Series 2022-4 Invested Percentage (as of such date) of the aggregate amount of Principal Collections deposited into the
Collection Account on such date.
Collection Account.
“Series 2022-4 Deposit Date ” means each Business Day on which any Collections are deposited into the
“Series 2022-4 Disposed Vehicle Threshold Number ” means (a) for any Determination Date on which the sum
of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is greater than or equal to $6,000,000,000, 13,500 vehicles, (b) for any Determination Date on which the
sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles and (c) for any
Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.
of this Series 2022-4 Supplement.
“Series 2022-4 Distribution Account ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-4 Accounts)
“Series 2022-4 Excess Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the excess, if any, of (i) the Series 2022-4 Administrator Fee Amount with respect to such Payment Date over (ii) the Series
2022-4 Capped Administrator Fee Amount with respect to such Payment Date.
“Series 2022-4 Excess Operating Expense Amount ” means, with respect to any Payment Date the excess, if any,
of (i) the Series 2022-4 Operating Expense Amount with respect to such Payment Date over (ii) the Series 2022-4 Capped
Operating Expense Amount with respect to such Payment Date.
“Series 2022-4 Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
excess, if any, of (i) the Series 2022-4 Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2022-4
Capped Trustee Fee Amount with respect to such Payment Date.
the lower of (x) the lowest Series 2022-4 Non-Program Vehicle Disposition
“Series 2022-4 Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus
Proceeds Percentage Average for any Determination Date (including such date of determination) within the preceding twelve
(12) calendar months (or such fewer number of months as have elapsed since the Series 2022-4 Closing Date) and (y) the lowest
Series 2022-4 Market Value Average as of any Determination Date within the preceding twelve (12) calendar months (or such
fewer number of months as have elapsed since the Series 2022-4 Closing Date).
“Series 2022-4 Floating Allocation Percentage ” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2022-4 Adjusted Asset Coverage Threshold Amount as of such date and the
denominator of which is the Aggregate Asset Coverage Threshold Amount as of such date.
“Series 2022-4 Interest Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-4
Accounts) of this Series 2022-4 Supplement.
“Series 2022-4 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 2022-4 Interest
Period commenced on and included the Series 2022-4 Closing Date and ended on and included April 25, 2022.
“Series 2022-4 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,
(i) the numerator of which shall be equal to:
(x) during the Series 2022-4 Revolving Period, the Series 2022-4 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the immediately preceding Related
Month (or, until the end of the initial Related Month after the Series 2022-4 Closing Date, on the Series
2022-4 Closing Date),
(y) during any Series 2022-4 Controlled Amortization Period and the Series 2022-4 Rapid
Amortization Period, but prior to the first date on which an Amortization Event has been declared or has
automatically occurred with respect to all Series of Notes, the Series 2022-4 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the Series 2022-4 Revolving Period, and
(z) on and after the first date on which an Amortization Event has been declared or
automatically occurred with respect to all Series of Notes, the Series 2022-4 Adjusted Asset Coverage
Threshold Amount as of the close of business on the day immediately prior to such first date on which
an Amortization Event has been declared or automatically occurred with respect to all Series of Notes,
and
(ii) the denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the
same date used to determine the numerator in clause (i); provided that, if the principal amount of any other
Series of Notes shall have been reduced to zero on any date after the date used to determine the numerator in
clause (i)(z), then the Asset Coverage Threshold Amount with respect to such Series of Notes shall be excluded
from the calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date
of determination following the date on which the principal amount of such other Series of Notes shall have been
reduced to zero;
(b) when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of
which shall be the Series 2022-4 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.
Notwithstanding the foregoing and for the avoidance of doubt, on any date of determination after the date on
which the Series 2022-4 Principal Amount shall have been reduced to zero, the Series 2022-4 Invested Percentage shall equal
zero.
“Series 2022-4 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 that pursuant to Section 5.2(a) (Collections Account) would have been
deposited into the Series 2022-4 Interest Collection Account if all payments of Monthly Variable Rent required to have been
made under the Lease from but excluding the preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Interest Collections that pursuant to Section 5.2(a) (Collections Account) have been received
for deposit into the Series 2022-4 Interest Collection Account from but excluding the preceding Payment Date to and including
such Payment Date.
“Series 2022-4 Lease Payment Deficit ” means either a Series 2022-4 Lease Interest Payment Deficit or a Series
2022-4 Lease Principal Payment Deficit.
“Series 2022-4 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 2022-4 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) all amounts deposited into the Series 2022-4 Principal Collection Account on or prior to such Payment
Date on account of such Series 2022-4 Lease Principal Payment Deficit.
“Series 2022-4 Lease Principal Payment Deficit ” means on any Payment Date the sum of
(a) the Series 2022-4 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2022-4 Lease Principal
Payment Carryover Deficit for such Payment Date.
“Series 2022-4 Liquidation Event ” means, so long as such event or condition continues:
(a) any Amortization Event with respect to the Series 2022-4 Notes described in clauses (a) through (d) of
Section 7.1 (Amortization Events) of this Series 2022-4 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein);
(b) any Amortization Event with respect to the Series 2022-4 Notes described in clauses (e) through (g) of
Section 7.1 (Amortization Events) of this Series 2022-4 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein) after declaration thereof by the Majority Series 2022-
4 Controlling Class; or
(c) any Amortization Event specified in clauses (a) or (b) of Article IX of the Base Indenture after declaration
thereof by the Majority Series 2022-4 Controlling Class.
Each Series 2022-4 Liquidation Event shall be a “Limited Liquidation Event of Default” with respect to the
Series 2022-4 Notes.
“Series 2022-4 Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage
set forth opposite such Manufacturer in such table; provided that the Manufacturer Limit for Tesla may be increased by an
amount not to exceed 15.00%subject to satisfaction of the Rating Agency Condition.
Manufacturer
Manufacturer Limit
Audi
12.50%
BMW
12.50%
Chrysler
55.00%
Fiat
12.50%
Ford
55.00%
GM
55.00%
Honda
55.00%
Honda
55.00%
Hyundai
55.00%
Jaguar
12.50%
Kia
55.00%
Land Rover
12.50%
Lexus
12.50%
Mazda
35.00%
Mercedes
12.50%
Nissan
55.00%
Subaru
12.50%
Tesla
25.00%
Toyota
55.00%
Volkswagen
55.00%
Volvo
35.00%
Hyundai & Kia Combined
55.00%
Chrysler & Fiat Combined
55.00%
Volkswagen & Audi Combined
55.00%
Any other individual Manufacturer
10.00%
“Series 2022-4 Market Value Average ” means, as of any date of determination, the percentage equivalent (not
to exceed 100% for purposes of determining additional enhancement) of a fraction, the numerator of which is the average of the
Series 2022-4 Non-Program Fleet Market Value as of the three (3) preceding Determination Dates and the denominator of
which is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three (3) preceding Determination
Dates.
“Series 2022-4 Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, an amount equal to the product of (a) the Series 2022-4 Manufacturer Percentage for such Manufacturer and (b)
the Aggregate Asset Amount as of such date.
“Series 2022-4 Measurement Month ” on any Determination Date, means each complete calendar month, or the
smallest number of consecutive complete calendar months preceding such Determination Date, in which at least the Series 2022-
4 Disposed Vehicle Threshold Number of vehicles were sold to unaffiliated third parties ( provided that, HVF III, in its sole
discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Series 2022-4
Measurement Month shall be included in any other Series 2022-4 Measurement Month.
“Series 2022-4 Medium-Duty Truck Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle that is a medium-duty truck for which the Disposition Date has not occurred as of
such date.
“Series 2022-4 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 that pursuant to Section 5.2(b) (Collections Allocation) would
have been deposited into the Series 2022-4 Principal Collection Account if all payments required to have been made under the
Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the
aggregate amount of Principal Collections that pursuant to Section 5.2(b) (Collections Allocation) have been received for deposit
into the Series 2022-4 Principal Collection Account from but excluding the preceding Payment Date to and including such
Payment Date.
“Series 2022-4 Moody’s AAA Components ” means each of:
(i) the Series 2022-4 Moody’s Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2022-4 Moody’s Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2022-4 Moody’s Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2022-4 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2022-4 Moody’s Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2022-4 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2022-4 Moody’s Remainder AAA Amount.
“Series 2022-4 Moody’s AAA Select Component ” means each Series 2022-4 Moody’s AAA Component other
than the Due and Unpaid Lease Payment Amount.
Series 2022-4 Moody’s AAA Select Component, a percentage equal to the greater of:
“Series 2022-4 Moody’s Adjusted Advance Rate ” means, as of any date of determination, with respect to any
(a)
(i) the Series 2022-4 Moody’s Baseline Advance Rate with respect to such Series 2022-4 Moody’s AAA
Select Component as of such date, minus
(ii) the Series 2022-4 Moody’s Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2022-4 Moody’s AAA Select Component, minus
(iii) the Series 2022-4 Moody’s MTM/DT Advance Rate Adjustment as of such date, if any, with respect
to such Series 2022-4 Moody’s AAA Select Component; and
(b) zero.
“Series 2022-4 Moody’s Baseline Advance Rate ” means, with respect to each Series 2022- 4 Moody’s AAA
Select Component, the percentage set forth opposite such Series 2022-4 Moody’s AAA Select Component in the following
table:
Series 2022-4 Moody’s AAA Select Component
Series 2022-4 Moody’s Baseline
Advance Rate
Series 2022-4 Moody’s Eligible Investment Grade Program Vehicle
Amount
Series 2022-4 Moody’s Eligible Investment Grade Program Receivable
Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade Program Vehicle
Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2022-4 Moody’s Eligible Investment Grade Non-Program Vehicle
Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount
Series 2022-4 Medium-Duty Truck Amount
Cash Amount
Series 2022-4 Moody’s Remainder AAA Amount
95.00%
95.00%
92.00%
92.00%
0.00%
85.00%
85.00%
65.00%
100.00%
0.00%
“Series 2022-4 Moody’s Blended Advance Rate ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2022-4 Moody’s Blended Advance Rate Weighting Numerator and
the denominator of which is the Series 2022-4 Moody’s Blended Advance Rate Weighting Denominator, in each case as of such
date.
“Series 2022-4 Moody’s Blended Advance Rate Weighting Denominator ” means, as of any date of
determination, an amount equal to the sum of each Series 2022-4 Moody’s AAA Select Component, in each case as of such date.
“Series 2022-4 Moody’s Blended Advance Rate Weighting Numerator ” means, as of any date of determination,
an amount equal to the sum of an amount with respect to each Series 2022-4 Moody’s AAA Select Component equal to the
product of such Series 2022-4 Moody’s AAA Select Component and the Series 2022-4 Moody’s Adjusted Advance Rate with
respect to such Series 2022-4 Moody’s AAA Select Component, in each case as of such date.
determination,
“Series 2022-4 Moody’s Concentration Adjusted Advance Rate ” means as of any date of
(i) with respect to the Series 2022-4 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, the excess, if any, of the Series 2022-4 Moody’s Baseline Advance Rate with respect to such
Series 2022-4 Moody’s Eligible Investment Grade Non-Program Vehicle Amount over the Series 2022-4 Moody’s
Concentration Excess Advance Rate Adjustment with respect to such Series 2022-4 Moody’s Eligible Investment Grade
Non-Program Vehicle Amount, in each case as of such date, and
(ii) with respect to the Series 2022-4 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount, the
excess, if any, of the Series 2022-4 Moody’s Baseline Advance Rate with respect to such Series 2022-4 Moody’s Eligible
Non-Investment Grade Non-Program Vehicle Amount over the Series 2022-4 Moody’s Concentration Excess Advance Rate
Adjustment with respect to such Series 2022-4 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount, in
each case as of such date.
2022-4 Moody’s AAA Select Component as of any date of determination, the lesser
“Series 2022-4 Moody’s Concentration Excess Advance Rate Adjustment ” means, with respect to any Series
of (a) the percentage equivalent of a fraction, the numerator of which is (I) the product of (A) the portion of the Series 2022-4
Moody’s Concentration Excess Amount, if any, allocated to such Series 2022-4 Moody’s AAA Select Component by HVF III
and (B) the Series 2022-4 Moody’s Baseline Advance Rate with respect to such Series 2022-4 Moody’s AAA Select
Component, and the denominator of which is (II) such Series 2022-4 Moody’s AAA Select Component, in each case as of such
date, and (b) the Series 2022- 4 Moody’s Baseline Advance Rate with respect to such Series 2022-4 Moody’s AAA Component;
provided that, the portion of the Series 2022-4 Moody’s Concentration Excess Amount allocated pursuant to the preceding
clause (a)(I)(A) shall not exceed the portion of such Series 2022-4 Moody’s AAA Select Component that was included in
determining whether such Series 2022-4 Moody’s Concentration Excess Amount exists.
“Series 2022-4 Moody’s Concentration Excess Amount ” means, as of any date of determination, the sum of (i)
the Series 2022-4 Moody’s Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if
any, (ii) the Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series
2022-4 Moody’s Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2022-4 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of
calculating this definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2022-4
Moody’s Eligible Manufacturer Receivables, in each case, included in the Series 2022-4 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-4 Moody’s Manufacturer Concentration
Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Manufacturer Concentration Excess Amounts,
as of such date, shall not be included in the Series 2022-4 Non-Liened Vehicle Amount for purposes of calculating the Series
2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2022-4 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date or the Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2022-4 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of
such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2022-4 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF
III to constitute Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be
included in the Series 2022-4 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating the Series 2022-4 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series 2022-4
Medium-Duty Truck Amount for purposes of calculating the Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess
Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series
2022-4 Medium- Duty Truck Amount for purposes of calculating the Series 2022-4 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Medium- Duty Truck
Concentration Excess Amounts as of such date, shall not be included in the Series 2022-4 Moody’s Manufacturer Amount for
the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-4 Moody’s Manufacturer Concentration
Excess Amount, as of such date or the Series 2022- 4 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-4
Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2022-4 Moody’s
Eligible Manufacturer Receivables included in the Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount for purposes of calculating the Series 2022-4 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Non-Investment Grade (High)
Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2022-4 Moody’s
Manufacturer Amount for the Manufacturer with respect to such Series 2022-4 Moody’s Eligible Manufacturer Receivable for
purposes of calculating the Series 2022-4 Moody’s Manufacturer Concentration Excess Amount, as of such date and (v) the
determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-4 Moody’s Eligible Manufacturer
Receivables are designated as constituting (A) Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B)
Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2022-4 Moody’s Manufacturer
Concentration Excess Amounts and (D) Series 2022-4 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts, in each case, as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-4 Moody’s Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022- 4 Moody’s Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2022-4 Moody’s Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2022-4 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2022-4 Moody’s Investment Grade Manufacturers.
“Series 2022-4 Moody’s Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022-4 Moody’s Investment Grade Program
Vehicle for which the Disposition Date has not occurred as of such date.
determination:
“Series 2022-4 Moody’s Eligible Manufacturer Receivable ” means, as of any date of
(i) each Manufacturer Receivable by any Manufacturer that has a Relevant Moody’s
Rating as of such date of at least “A3” pursuant to a Manufacturer Program that, as of such date, has not remained unpaid
for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable;
(ii) each Manufacturer Receivable by any Manufacturer that (a) has a Relevant Moody’s Rating as of such date
of (i) less than “A3” and (ii) at least “Baa3”, pursuant to a Manufacturer Program that, as of such date, has not remained
unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable; and
(iii) each Manufacturer Receivable by a Series 2022-4 Moody’s Non-Investment Grade (High) Manufacturer
or a Series 2022-4 Moody’s Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer
Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the Disposition Date with
respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any date
of determination, the sum of all Series 2022-4 Moody’s Eligible
Manufacturer Receivables, in each case, as of such date by all Series 2022-4 Moody’s Non-Investment Grade (High)
Manufacturers.
“Series 2022-4 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2022-4 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2022-4 Moody’s Non-Investment Grade (Low) Manufacturers.
“Series 2022-4 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date
of determination, the sum of the Net Book Value of each Series 2022-4 Moody’s Non-Investment Grade Non-Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2022-4 Moody’s Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2022-4 Moody’s Non-Investment Grade (High)
Program Vehicle and each Series 2022-4 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case, for which the
Disposition Date has not occurred as of such date.
“Series 2022-4 Moody’s Investment Grade Manufacturer ” means, as of any date of determination, (a) any
Manufacturer that has a Relevant Moody’s Rating as of such date of at least “Baa3”, and (b) any Manufacturer that (i) does not
have a Relevant Moody’s Rating of at least “Baa3” as of such date, (ii) does not have a long-term corporate family rating from
Moody’s as of such date, and (iii) has a long-term senior unsecured debt rating from Moody’s of at least “Ba1” as of such date;
provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in
HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade
(as applicable) by Moody’s for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of
any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and
(y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-4 Moody’s Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2022-4 Moody’s Investment Grade Manufacturer that is not a Series 2022-4 Moody’s
Investment Grade Program Vehicle as of such date.
“Series 2022-4 Moody’s Investment Grade Program Vehicle ” means, as of any date of determination, any
Program Vehicle manufactured by a Series 2022-4 Moody’s Investment Grade Manufacturer that is subject to a Manufacturer
Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle unless it has been redesignated (and as
of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease
(or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-4 Moody’s Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2022-4 Moody’s Eligible Manufacturer Receivables with respect to such
Manufacturer.
“Series 2022-4 Moody’s Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer
as of any date of determination, the excess, if any, of the Series 2022-4 Moody’s Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2022-4
Maximum Manufacturer Amount with respect to such Manufacturer as of such date; provided that, for purposes of calculating
such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-4 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-4 Moody’s
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in either of (x) the Series 2022-4 Non-Liened Vehicle
Amount for purposes of calculating the Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such
date or (y) the Series 2022-4 Medium-Duty Truck Amount for purposes of calculating the Series 2022-4 Moody’s Medium-
Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series
2022-4 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-4 Moody’s Non-Liened Vehicle Concentration
Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess
Amounts as of such date, shall not be included in the Series 2022-4 Moody’s Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2022-4 Moody’s Manufacturer Concentration Excess Amount, as of such
date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-4 Medium-Duty Truck Amount for purposes
of calculating the Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to
constitute Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess Amounts as of such date, shall not be included in
the Series 2022-4 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the
Series 2022-4 Moody’s Manufacturer Concentration Excess Amount, as of such date, (iv) the amount of any Series 2022-4
Moody’s Eligible Manufacturer Receivables included in the Series 2022- 4 Moody’s Eligible Non-Investment Grade (High)
Program Receivable Amount for purposes of calculating the Series 2022-4 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2022-4
Moody’s Manufacturer Amount for the Manufacturer with respect to such Series 2022-4 Moody’s Eligible Manufacturer
Receivable for purposes of calculating the Series 2022-4 Moody’s Manufacturer Concentration Excess Amount, as of such date,
and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-4 Moody’s Eligible
Manufacturer Receivables are to be designated as constituting (A) Series 2022-4 Moody’s Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2022-4 Moody’s
Manufacturer Concentration Excess Amounts and (D) Series 2022-4 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2022-4 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2022-4 Medium-Duty Truck Amount for purposes of calculating the Series 2022-4
Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2022- 4 Moody’s
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-4 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-4 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2022-4 Medium-Duty Truck Amount for purposes of calculating the Series 2022-4 Moody’s Medium-Duty Truck
Concentration
Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess
Amounts, as of such date, shall not be included in the Series 2022-4 Non-Liened Vehicle Amount for purposes of calculating the
Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount, as of such date,(iii) the Net Book Value of any
Eligible Vehicle included in the Series 2022-4 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2022-4 Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to
constitute Series 2022-4 Moody’s Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the
Series 2022-4 Medium-Duty Truck Amount for purposes of calculating the Series 2022-4 Moody’s Medium-Duty Truck
Concentration Excess Amount as of such date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value
thereof) are to be designated as constituting (A) Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amounts,
(B) Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount and (C) Series 2022-4 Moody’s Manufacturer
Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable discretion.
determination,
“Series 2022-4 Moody’s MTM/DT Advance Rate Adjustment ” means, as of any date of
(i) with respect to the Series 2022-4 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, a percentage equal to the product of (i) the Series 2022-4 Failure Percentage as of such date
and (ii) the Series 2022-4 Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-4 Moody’s
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2022-4 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
a percentage equal to the product of (i) the Series 2022-4 Failure Percentage as of such date and (ii) the Series 2022-4
Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-4 Moody’s Eligible Non-Investment
Grade Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2022-4 Moody’s AAA Component, zero.
“Series 2022-4 Moody’s Non-Investment Grade (High) Manufacturer ” means, as of any date of determination,
any Manufacturer that (a) is not a Series 2022-4 Moody’s Investment Grade Manufacturer as of such date and (b) has a Relevant
Moody’s Rating of at least “Ba3” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto
immediately preceding such withdrawal or downgrade (as applicable) by Moody’s for a period of thirty
(30) days following the earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the
Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee
notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-4 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2022-4 Moody’s Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount with
respect to such Series 2022-4 Moody’s Non-Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any
Series 2022-4 Moody’s Eligible Manufacturer Receivables with respect to any Series 2022-4 Moody’s Non-Investment Grade
(High) Manufacturer included in the Series 2022-4 Moody’s Manufacturer Amount for purposes of calculating the Series 2022-4
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s
Manufacturer Concentration Excess Amounts as of such date, shall not be included in the Series 2022-4 Moody’s Eligible Non-
Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2022-4 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables
are to be designated as constituting (A) Series 2022-4 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts and (B) Series 2022-4 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date, shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-4 Moody’s Non-Investment Grade (High) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-4 Moody’s Non-Investment Grade (High) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as
of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles) of the Lease
(or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-4 Moody’s Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination,
any Manufacturer that has a Relevant Moody’s Rating as of such date of less than “Ba3”; provided that, upon any withdrawal or
downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to
have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) Moody’s for a period of
thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2022-4 Moody’s Non-Investment Grade (Low) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-4 Moody’s Non-Investment Grade (Low) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-4 Moody’s Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2022-4 Moody’s Non- Investment Grade (High) Manufacturer or a
Series 2022-4 Moody’s Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2022-4 Moody’s Non-Investment
Grade (High) Program Vehicle or a Series 2022-4 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case as of
such date.
“Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount ” as of any date of determination,
the excess, if any, of the Series 2022-4 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the Aggregate
Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service asserting
that HVF III owes tax as a result of being a “publicly traded partnership” treated as a corporation for U.S. federal income tax
purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination” within the
meaning of Section 1313(a) of the Code that HVF III is not a “publicly traded partnership” treated as a corporation for U.S.
federal income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of calculating
such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-4 Non-Liened
Vehicle Amount for purposes of calculating the Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount and
designated by HVF III to constitute Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such
date, shall not be included in the Series 2022-4 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2022-4 Moody’s Manufacturer Concentration Excess Amount, as of such date, (ii) the Net
Book Value of any Eligible Vehicle included in the Series 2022-4 Non-Liened Vehicle Amount for purposes of calculating the
Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series
2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-4
Medium- Duty Truck Amount for purposes of calculating the Series 2022-4 Moody’s Medium-Duty Truck Concentration
Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-4 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-4 Moody’s
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-4 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-4 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, and (iv)
the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting (A) Series
2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-4 Moody’s Medium-Duty Truck
Concentration Excess Amount and (C) Series 2022-4 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-4 Moody’s Remainder AAA Amount ” means, as of any date of determination, the excess, if any,
of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(i) the Series 2022-4 Moody’s Eligible Investment Grade Program Vehicle Amount as of such date,
(ii) the Series 2022-4 Moody’s Eligible Investment Grade Program Receivable Amount as of such
(iii) the Series 2022-4 Moody’s Eligible Non-Investment Grade Program Vehicle Amount as of such
date,
date,
(iv) the Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
as of such date,
(v) the Series 2022-4 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(vi) the Series 2022-4 Moody’s Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(vii) the Series 2022-4 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(viii) the Cash Amount as of such date, and
(ix) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2022-4 Non-Liened Vehicle Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle for which the Disposition Date has not occurred as of such date and with respect
to which the Certificate of Title does not note the Collateral Agent as the first lienholder (and, the Certificate of Title with
respect to which has not been submitted to the appropriate state authorities for such notation or the fees due in respect of such
notation have not yet been paid).
“Series 2022-4 Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any
date of determination, the sum of the respective Series 2022-4 Third-Party Market Values of each such Non-Program Vehicle as
of such date.
“Series 2022-4 Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any
Series 2022-4 Measurement Month, commencing with the third Series 2022-4 Measurement Month following the Series 2022-4
Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding
salvage sales) during such Series 2022-4 Measurement Month and the two Series 2022-4 Measurement Months preceding such
Series 2022-4 Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such
Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program
Vehicles.
the Class D Noteholders and, if the Class E Notes have been issued, the Class E Noteholders, collectively.
“Series 2022-4 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders,
the Class E Notes have been issued, the Class E Notes, collectively.
“Series 2022-4 Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and, if
“Series 2022-4 Operating Expense Amount ” means, with respect to any Payment Date, the sum (without
duplication) of (a) the aggregate amount of Series 2022-4 Carrying Charges on such Payment Date (excluding any Series 2022-4
Carrying Charges payable to the Series 2022-4 Noteholders) and (b) the Series 2022-4 Percentage of the Carrying Charges, if
any, payable by HVF III on such Payment Date (excluding any Carrying Charges payable to the Series 2022-4 Noteholders).
“Series 2022-4 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a
Series 2022-4 Lease Principal Payment Deficit, an amount equal to the Series 2022- 4 Invested Percentage with respect to
Principal Collections (as of the Payment Date on which such Series 2022-4 Lease Payment Deficit occurred) of such Past Due
Rent Payment and (b) with respect to any Past Due Rent Payment in respect of a Series 2022-4 Lease Interest Payment Deficit,
an amount equal to the Series 2022-4 Invested Percentage with respect to Interest Collections (as of the Payment Date on which
such Series 2022-4 Lease Payment Deficit occurred) of such Past Due Rent Payment.
“Series 2022-4 Payment Date Available Interest Amount ” means, with respect to each Series 2022-4 Interest
Period, the sum of the Series 2022-4 Daily Interest Allocation for each Series 2022- 4 Deposit Date in such Series 2022-4
Interest Period.
“Series 2022-4 Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without
duplication) of the amounts payable pursuant to Sections 5.3(a) through (g) (Application of Funds in the Series 2022-4 Interest
Collection Account).
“Series 2022-4 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2022-4 Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.
“Series 2022-4 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and
other Liens imposed by law, securing obligations that are not more than thirty (30) days past due or are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (iii) Liens in favor of the Trustee pursuant to any Series 2022-4 Related Document,
Related Document or any other Series Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral
Agency Agreement and (iv) any Lien on any Vehicle arising out of or in connection with the sale of a Vehicle in the ordinary
course. Series 2022-4 Permitted Liens shall be “Series Permitted Liens” with respect to the Series 2022-4 Notes.
“Series 2022-4 Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and, if the Class E Notes
have been issued as of such date, the Class E Principal Amount, in each case, as of such date. The Series 2022-4 Principal
Amount shall be the “Principal Amount” with respect to the Series 2022-4 Notes. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2022-4 Notes it means the Class A Principal Amount, the Class B
Principal Amount, the Class C Principal Amount, the Class D Principal Amount or the Class E Principal Amount, as applicable.
Accounts) of this Series 2022-4 Supplement.
“Series 2022-4 Principal Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-4
“Series 2022-4 Principal Collection Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Series 2022-4 Principal Collection Account as of such date.
“Series 2022-4 Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of
business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series 2022-4 Notes is deemed
to have occurred with respect to the Series 2022-4 Notes, and ending upon the earlier to occur of (i) the date on which the Series
2022-4 Notes are paid in full and (ii) the termination of this Series 2022-4 Supplement.
“Series 2022-4 Rating Agency Condition ” means (a) the notification in writing by each Rating Agency then
rating any Class of Series 2022-4 Notes at the request of HVF III that a proposed action will not result in a reduction or
withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, or (b) each Rating Agency then rating
any Class of Series 2022-4 Notes at the request of HVF III shall have been given notice of such event at least ten (10) days prior
to the occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice prior to the occurrence of such event that the occurrence of such
event will itself cause such Rating Agency to downgrade, qualify, or withdraw its rating assigned to such Class. The Series 2022-
4 Rating Agency Condition shall be the “Rating Agency Condition” with respect to the Series 2022-4 Notes.
Class A/B/C/D Demand Note.
“Series 2022-4 Related Documents ” means the Related Documents, this Series 2022-4 Supplement and each
“Series 2022-4 Restatement Date” means October 20, 2023.
“Series 2022-4 Revolving Period” means the period from the Series 2022-4 Closing Date to the earlier of (i) the
commencement of the Series 2022-4 Controlled Amortization Period and (ii) the commencement of the Series 2022-4 Rapid
Amortization Period.
4 Supplement.
“Series 2022-4 Supplement ” has the meaning specified in the Preamble of this Series 2022-
“Series 2022-4 Supplemental Indenture” means a supplement to this Series 2022-4
Supplement complying (to the extent applicable) with the terms of Section 9.9 (Amendments) of this Series 2022-4 Supplement.
“Series 2022-4 Third-Party Market Value ” means, with respect to each Non-Program Vehicle, as of any date of
determination during a calendar month:
(a) if the Series 2022-4 Third-Party Market Value Procedures have been completed for such month, then
(i) the Monthly NADA Mark, if any, for such Non-Program Vehicle obtained in such calendar month
in accordance with such Series 2022-4 Third-Party Market Value Procedures;
(ii) if, pursuant to the Series 2022-4 Third-Party Market Value Procedures, no Monthly NADA Mark
for such Non-Program Vehicle was obtained in such calendar month, then the Monthly Blackbook Mark, if any,
for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2022-4 Third-
Party Market Value Procedures; and
(iii) if, pursuant to the Series 2022-4 Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month
(regardless of whether such value was not obtained because (A) neither a Monthly NADA Mark nor a Monthly
Blackbook Mark was obtained in undertaking the Series 2022-4 Third-Party Market Value Procedures or (B)
such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s reasonable estimation of the fair market value of such
Non-Program Vehicle as of such date of determination; and
(b) until the Series 2022-4 Third-Party Market Value Procedures have been completed for such calendar
(i) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior
to the first day of such calendar month, the Series 2022-4 Third- Party Market Value obtained in the
immediately preceding calendar month, in accordance with the Series 2022-4 Third-Party Market Value
Procedures for such immediately preceding calendar month, and
(ii) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or
after the first day of such calendar month, then the Administrator’s reasonable estimation of the fair market
value of such Non-Program Vehicle as of such date of determination.
month:
“Series 2022-4 Third-Party Market Value Procedures ” means, with respect to each calendar month and each
Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
(a) HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly
NADA Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month,
and
(b) if no Monthly NADA Mark was obtained for any such Non-Program Vehicle described in clause (a) above
upon such attempt, then HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a
Monthly Blackbook Mark for any such Non- Program Vehicle.
“Series 2022-4 Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the Series
2022-4 Percentage of fees payable to the Trustee with respect to the Notes on such Payment Date.
“Series-Specific 2022-4 Collateral” means the Series 2022-4 Account Collateral with respect to each Series
2022-4 Account and each Class A/B/C/D Demand Note. The Series-Specific 2022- 4 Collateral shall be the “Series-Specific
Collateral” with respect to the Series 2022-4 Notes.
“Similar Law” has the meaning specified in Section 2.2(l) (Transfer Restrictions for Global Notes ) of this Series
2022-4 Supplement.
“Treasury Rate” means with respect a Redemption Date, the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two (2) business days prior to such Redemption Date
(or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such Redemption Date to the Expected Final Payment Date; provided that, if the period from the Redemption
Date to the Expected Final Payment Date is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, then the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-
twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from such Redemption Date to the Expected Final Payment Date is less than one (1) year, then the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one (1) year will be used.
2022-4 SUPPLEMENT
SCHEDULE II TO THE SERIES
MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION
Aggregate Principal Amount
Class A Monthly Interest Amount
Class A Principal Amount
Class A/B/C/D Adjusted Principal Amount
Class A/B/C/D Available L/C Cash Collateral Account Amount
Class A/B/C/D Available Reserve Account Amount
Class A/B/C/D Letter of Credit Amount
Class A/B/C/D Letter of Credit Liquidity Amount
Class A/B/C/D Liquid Enhancement Amount
Class A/B/C/D Principal Amount
Class A/B/C/D Required Liquid Enhancement Amount
Class A/B/C/D Required Reserve Account Amount
Class A/B/C/D Reserve Account Deficiency Amount
Class B Monthly Interest Amount
Class B Principal Amount
Class C Monthly Interest Amount
Class C Principal Amount
Class D Monthly Interest Amount
Class D Principal Amount
Class E Monthly Interest Amount (if applicable)
Class E Principal Amount (if applicable)
Determination Date
Aggregate Asset Amount
Aggregate Asset Amount Deficiency
Aggregate Asset Coverage Threshold Amount
Asset Coverage Threshold Amount
Carrying Charges
Cash Amount
Collections
Due and Unpaid Lease Payment Amount
Interest Collections
Percentage
Principal Collections
Advance Rate
Asset Coverage Threshold Amount
Payment Date
Series 2022-4 Accrued Amounts
Series 2022-4 Adjusted Asset Coverage Threshold Amount
Series 2022-4 Asset Amount
Series 2022-4 Asset Coverage Threshold Amount
Series 2022-4 Blended Advance Rate
Series 2022-4 Capped Administrator Fee Amount
Series 2022-4 Capped Operating Expense Amount
Series 2022-4 Capped Trustee Fee Amount
Series 2022-4 Excess Administrator Fee Amount
Series 2022-4 Excess Operating Expense Amount
Series 2022-4 Excess Trustee Fee Amount
Series 2022-4 Failure Percentage
Series 2022-4 Floating Allocation Percentage
Series 2022-4 Administrator Fee Amount
Series 2022-4 Trustee Fee Amount
Series 2022-4 Interest Period
Series 2022-4 Invested Percentage
Series 2022-4 Market Value Average
Series 2022-4 Medium-Duty Truck Amount
Series 2022-4 Moody’s Adjusted Advance Rate
Series 2022-4 Moody’s Blended Advance Rate
Series 2022-4 Moody’s Concentration Adjusted Advance Rate
Series 2022-4 Moody’s Concentration Excess Advance Rate Adjustment
Series 2022-4 Moody’s Concentration Excess Amount
Series 2022-4 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
Series 2022-4 Moody’s Eligible Investment Grade Program Receivable Amount
Series 2022-4 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2022-4 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
Series 2022-4 Moody’s Manufacturer Concentration Excess Amount
Series 2022-4 Moody’s Medium-Duty Truck Concentration Excess Amount
Series 2022-4 Moody’s MTM/DT Advance Rate Adjustment
Series 2022-4 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2022-4 Moody’s Non-Liened Vehicle Concentration Excess Amount
Series 2022-4 Moody’s Remainder AAA Amount
Series 2022-4 Non-Liened Vehicle Amount
Series 2022-4 Non-Program Fleet Market Value
Series 2022-4 Non-Program Vehicle Disposition Proceeds Percentage Average
Series 2022-4 Percentage
Series 2022-4 Principal Amount
Series 2022-4 Principal Collection Account Amount
Series 2022-4 Rapid Amortization Period
On or before the second Business Day following the Trustee’s receipt of a Monthly Noteholders’ Statement, the Trustee shall
post, or cause to be posted, a copy of such Monthly Noteholders’ Statement to https://gctinvestorreporting.bnymellon.com (or
such other website maintained by the Trustee and available to the Series 2022-4 Noteholders, as designated from time to time by
the Trustee).
EXHIBIT 4.11
EXECUTION VERSION
HERTZ VEHICLE FINANCING III LLC,
as Issuer,
THE HERTZ CORPORATION,
as Administrator, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Securities Intermediary
___________
AMENDED AND RESTATED SERIES 2022-5 SUPPLEMENT
dated as of October 20, 2023 to
BASE INDENTURE
dated as of June 29, 2021
___________
$246,000,000 Series 2022-5 3.89% Rental Car Asset Backed Notes, Class A
$38,267,000 Series 2022-5 4.28% Rental Car Asset Backed Notes, Class B
$32,800,000 Series 2022-5 4.82% Rental Car Asset Backed Notes, Class C
$47,377,000 Series 2022-5 6.78% Rental Car Asset Backed Notes, Class D
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND CONSTRUCTION 3
Section 1.1 Defined Terms and References 3
Section 1.2 Rules of Construction 3
ARTICLE II ISSUANCE OF SERIES 2022-5 NOTES; FORM OF SERIES 2022-5 NOTES 4
Section 2.1 Issuance 4
Section 2.2 Transfer Restrictions for Global Notes 6
Section 2.3 Definitive Notes 11
Section 2.4 Legal Final Payment Date 11
Section 2.5 Required Series Noteholders 11
Section 2.6 FATCA 11
ARTICLE III INTEREST AND INTEREST RATES 12
Section 3.1 Interest 12
ARTICLE IV SERIES-SPECIFIC COLLATERAL 12
Section 4.1 Granting Clause 12
Section 4.2 Series 2022-5 Accounts 13
Section 4.3 Trustee as Securities Intermediary 15
Section 4.4 Demand Notes 16
Section 4.5 Subordination 16
Section 4.6 Duty of the Trustee 17
Section 4.7 Representations of the Trustee 17
ARTICLE V PRIORITY OF PAYMENTS 17
Section 5.1 [Reserved] 17
Section 5.2 Collections Allocation. 17
Section 5.3 Application of Funds in the Series 2022-5 Interest Collection Account 17
Section 5.4 Application of Funds in the Series 2022-5 Principal Collection Account 18
Section 5.5 Class A/B/C/D Reserve Account Withdrawals 20
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes 20
Section 5.7 Past Due Rental Payments 23
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account 24
Section 5.9 Certain Instructions to the Trustee 26
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment 26
ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING
CONDITIONS 27
Section 6.1 Representations and Warranties 27
Section 6.2 Covenants 27
Section 6.3 Closing Conditions 29
Section 6.4 Further Assurances 29
ARTICLE VII AMORTIZATION EVENTS 30
Section 7.1 Amortization Events 30
ARTICLE VIII SUBORDINATION OF NOTES 32
Section 8.1 Subordination of Class B Notes 32
Section 8.2 Subordination of Class C Notes 32
Section 8.3 Subordination of Class D Notes 33
Section 8.4 Subordination of Class E Notes 33
TABLE OF CONTENTS
(continued)
Page
Section 8.5 When Distribution Must be Paid Over 33
ARTICLE IX GENERAL 33
Section 9.1 Optional Redemption of the Series 2022-5 Notes 33
Section 9.2 Information 34
Section 9.3 Confidentiality 34
Section 9.4 Ratification of Base Indenture 35
Section 9.5 Notice to the Rating Agencies 35
Section 9.6 Third Party Beneficiary 35
Section 9.7 Execution in Counterparts; Electronic Execution 35
Section 9.8 Governing Law 35
Section 9.9 Amendments 35
Section 9.10 Administrator to Act on Behalf of HVF III 37
Section 9.11 Successors 38
Section 9.12 Termination of Series Supplement 38
Section 9.13 Electronic Execution 38
Section 9.14 Additional UCC Representations 38
Section 9.15 Notices 39
Section 9.16 Submission to Jurisdiction 39
Section 9.17 Waiver of Jury Trial 40
Section 9.18 Issuance of Class E Notes 40
Section 9.19 Trustee Obligations under the Retention Requirements 42
Section 9.20 Amendment and Restatement; No Novation 42
SCHEDULE I TO THE SERIES 2022-5 SUPPLEMENT 45
SCHEDULE II TO THE SERIES 2022-5 SUPPLEMENT 77
TABLE OF CONTENTS
(continued)
Page
EXHIBITS AND SCHEDULES
Schedule I Schedule
II
List of Defined Terms
Monthly Noteholders’ Statement Information
Exhibit A-1-1
Form of Series 2022-5 144A Global Class A Note
Exhibit A-1-2
Form of Series 2022-5 Regulation S Global Class A Note
Exhibit A-2-1
Form of Series 2022-5 144A Global Class B Note
Exhibit A-2-2
Form of Series 2022-5 Regulation S Global Class B Note
Exhibit A-3-1
Form of Series 2022-5 144A Global Class C Note
Exhibit A-3-2
Form of Series 2022-5 Regulation S Global Class C Note
Exhibit A-4-1
Form of Series 2022-5 144A Global Class D Note
Exhibit A-4-2
Form of Series 2022-5 Regulation S Global Class D Note
Exhibit B-1
Form of Demand Notice
Exhibit B-2
Form of Class A/B/C/D Demand Note
Exhibit C
Form of Reduction Notice Request Class A/B/C/D Letter of Credit
Exhibit D
Form of Lease Payment Deficit Notice
Exhibit E-1
Form of Transfer Certificate from 144A Global Note to Regulation S Global Note
Exhibit E-2
Form of Transfer Certificate from Regulation S Global Note to 144A Global Note
Exhibit F
Form of Class A/B/C/D Letter of Credit
AMENDED AND RESTATED SERIES 2022-5 SUPPLEMENT dated as of October 20,
2023 (“Series 2022-5 Supplement ”) among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“ Hertz”
or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided
in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “ Securities
Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27,
2022, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”), each between HVF III and the Trustee.
PRELIMINARY STATEMENT
WHEREAS, HVF III, Hertz and the Trustee entered into the Series 2022-5 Supplement, dated as of June 30, 2021 (the
“Original Series 2022-5 Supplement ”), pursuant to which HVF III issued the Series 2022-5 Notes, including the Series 2022-5
6.78% Rental Car Asset Backed Notes, Class D with a CUSIP number of 42806MBQ1 and an ISIN number of US42806MBQ15
(the “Original Class D 144A Global Note”);
WHEREAS, HVF III, Hertz and the Trustee entered into Amendment No. 1 to Series 2022-5 Supplement, dated as of
June 27, 2022 (the “First Amendment to the Series 2022-5 Supplement ”, and together with the Original Series 2022-5
Supplement, as amended, the “Amended Series 2022-5 Supplement”), pursuant to which HVF III, Hertz and the Trustee
amended the Original Series 2022-5 Supplement for the benefit of the Series 2022-5 Noteholders to, among other things, amend
(i) the minimum denomination of the Original Class D 144A Global Note and (ii) the definition of “Series 2022-5 Liquidation
Event”;
WHEREAS, Section 9.9(a) (Amendments—Without the Consent of the Series 2022-5 Noteholders ) of the Amended
Series 2022-5 Supplement permits HVF III and the Trustee to amend the Amended Series 2022-5 Supplement in writing,
without the consent of any Series 2022-5 Noteholder, subject to certain conditions set forth in the Amended Series 2022-5
Supplement;
WHEREAS, Section 9.9(a)(viii) (Amendments—Without the Consent of the Series 2022-5 Noteholders ) of the Amended
Series 2022-5 Supplement provides that HVF III and the Trustee, at any time and from time to time, may enter into an
amendment to the Amended Series 2022-5 Supplement without the consent of any Series 2022-5 Noteholder to effect any other
amendment not listed in Section 9.9(a) (Amendments—Without the Consent of the Series 2022-5 Noteholders ) that does not
materially adversely affect the interests of the Series 2022-5 Noteholders; provided that any such amendment requires (i) an
Officer’s Certificate of HVF III that such amendment shall not materially adversely affect the interests of the Series 2022-5
Noteholders, (ii) satisfaction of the Series 2022-5 Rating Agency Condition with respect to such amendment, and (iii) notice to
each Rating Agency of such amendment promptly after its execution;
WHEREAS, HVF III desires to amend and restate the Amended Series 2022-5 Supplement for the benefit of the Series
2022-5 Noteholders to, among other things, (i) issue Class D Notes that can be transferred or resold outside the United States to
non-U.S. persons (as such term is defined in Regulation S) in transactions in compliance with Regulation S, and (ii) remove the
requirement for each transferee of the Class D Notes to deliver a letter of representation to the Trustee and the Servicer in
connection with such transfer (collectively, the “Class D Amendments”);
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate that the Class D Amendments herein that are
being implemented in accordance with Section 9.9(a)(viii) (Amendments— Without the Consent of the Series 2022-5
Noteholders) of the Amended Series 2022-5 Supplement do not materially adversely affect the interests of the Series 2022-5
Noteholders;
WHEREAS, the Series 2022-5 Rating Agency Condition is satisfied with respect to the Class D Amendments described
herein;
WHEREAS, HVF III has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
the Class D Amendments herein contained comply with the requirements of Section 9.9(d) (Series 2022-5 Supplemental
Indentures) of the Amended Series 2022-5 Supplement;
WHEREAS, in connection with the Class D Amendments, HVF III has (i) authorized and directed the Trustee to cancel
the Original Class D 144A Global Note on the date hereof and (ii) requested the Trustee to (A) authenticate (1) one 144A Global
Note registered in the name of Cede & Co., as nominee of The Depository Trust Company, representing an aggregate of
$47,377,000 in the principal amount of the HVF III’s Series 2022-5 6.78% Rental Car Asset Backed Notes, Class D, having a
CUSIP number of 42806MBQ1 and an ISIN number of US42806MBQ15 (the “Re-issued Class D 144A Global Note ”) and (2)
one Regulation S Global Note registered in the name of Cede & Co., as nominee of The Depository Trust Company,
representing an aggregate of $0 in the principal amount of HVF III’s Series 2022-5 6.78% Rental Car Asset Backed Notes, Class
D, having a CUSIP number of U4280MBD2 and an ISIN number of USU4280MBD21 (the “Class D Regulation S Global Note”
and, together with the Re-issued Class D 144A Global Note, the “Restatement Date Class D Notes”), and (B) deliver said
authenticated Restatement Date Class D Notes to, or for the account of The Depository Trust Company, against receipt therefor;
WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2022-5 Supplement to confirm certain
representations, warranties and covenants made by it in such capacity for the benefit of the Series 2022-5 Noteholders; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
DESIGNATION
A Series of Notes was created and issued pursuant to the Base Indenture and the Original Series 2022-5
Supplement, and such Series of Notes was designated as Series 2022-5 Rental Car Asset Backed Notes.
issued:
On the Series 2022-5 Closing Date, the following classes of Series 2022-5 Rental Car Asset Backed Notes were
(i) the Series 2022-5 3.89% Rental Car Asset Backed Notes, Class A (as referred to herein, the “ Class A
Notes”);
(ii) the Series 2022-5 4.28% Rental Car Asset Backed Notes, Class B (as referred to herein, the “ Class B
Notes”);
(iii) the Series 2022-5 4.82% Rental Car Asset Backed Notes, Class C (as referred to herein, the “ Class C
Notes”); and
(iv) the Original Class D 144A Global Note.
Subsequent to the Series 2022-5 Closing Date, HVF III may on any date during the Series 2022-5 Revolving
Period offer and sell additional Series 2022-5 Notes in a single Class (which may, but is not required to be comprised of one or
more Subclasses and/or Tranches), subject to satisfaction of the conditions set forth in Section 9.18 (Issuance of Class E Notes)
of this Series 2022-5 Supplement, which, if issued, shall be designated as the Series 2022-5 Fixed Rate Rental Car Asset Backed
Notes, Class E, and referred to herein as the “Class E Notes”.
Restatement Date Class D Notes shall be issued and authenticated.
On the Series 2022-5 Restatement Date, the Original Class D 144A Global Note shall be cancelled, and the
The Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, and, if issued, the Class E
Notes, are referred to herein collectively as the “Series 2022-5 Notes”. The Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes are referred to herein collectively as the “Class A/B/C/D Notes”.
The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Class D Notes shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 Defined Terms and References . Capitalized terms used herein shall have the meanings assigned to such
terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article,
Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles,
Sections or Subsections of this Series 2022-5 Supplement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2022-5 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise
stated herein, all references herein to the “Series 2022-5 Supplement” shall mean the Base Indenture, as supplemented hereby.
Section 1.2 Rules of Construction. In this Series 2022-5 Supplement, including the preamble, recitals, attachments,
schedules, annexes, exhibits and joinders hereto unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to an agreement or document shall include the preamble, recitals, all attachments,
schedules, annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including
all such attachments, schedules, annexes, exhibits and joinders to such agreement or document) as amended, supplemented,
restated and otherwise modified from time to time and to any successor or replacement agreement or document, as applicable
(unless otherwise stated);
(c) reference to any Person includes such Person’s successors and assigns but, if applicable, only if
such successors and assigns are not prohibited by this Series 2022-5 Supplement, and reference to any Person in a particular
capacity only refers to such Person in such capacity;
(d) reference to any gender includes the other gender;
codified or reenacted, in whole or in part, and in effect from time to time;
(e) reference to any Requirement of Law means such Requirement of Law as amended, modified,
generality of any description preceding such term;
(f) “including” (and with correlative meaning “include”) means including without limiting the
“to” means “to but excluding”;
(g) with respect to the determination of any period of time, “from” means “from and including” and
(h) references to sections of the Code also refer to any successor sections;
(i) reference to any Related Document or other contract or agreement means such Related Document,
contract or agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if
applicable, only if such amendment, supplement or modification is permitted by the Base Indenture and the other applicable
Related Documents; and
the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.
(j) the language used in this Series 2022-5 Supplement will be deemed to be the language chosen by
ARTICLE II
ISSUANCE OF SERIES 2022-5 NOTES; FORM OF SERIES 2022-5 NOTES
Section 2.1 Issuance.
(a) Initial Issuance on the Series 2022-5 Closing Date . On the terms and conditions set forth in the
Original Series 2022-5 Supplement, HVF III issued and caused the Trustee to authenticate, the initial Class A/B/C/D Notes on
the Series 2022-5 Closing Date. Such Class A/B/C/D Notes:
(i) had, with respect to each Class of Series 2022-5 Notes, the initial principal amount equal to the Class Initial
Principal Amount for such Class;
(ii) had, with respect to each Class of Series 2022-5 Notes, the interest rate set forth in the definition of Note
Rate for such Class;
(iii) were dated the Series 2022-5 Closing Date;
(iv) had, with respect to each Class of Series 2022-5 Notes, the maturity date set forth in the definition of Legal
Final Payment Date for such Class;
(v) were rated, with respect to the Class A Notes, Class B Notes and Class C Notes, by Moody’s and Fitch and,
with respect to the Class D Notes, by Moody’s; and
(vi) were duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-5
Supplement.
(b) Issuance on the Series 2022-5 Restatement Date . On the terms and conditions set forth in this
Series 2022-5 Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D
Notes on the Series 2022-5 Restatement Date. Such Restatement Date Class D Notes shall:
(i) have the initial principal amount equal to the Class Initial Principal Amount for the Class D Notes;
(ii) have the interest rate set forth in the definition of Note Rate for the Class D Notes;
(iii) be dated the Series 2022-5 Restatement Date;
(iv) have the maturity date set forth in the definition of Legal Final Payment Date for the Class D Notes;
(v) be rated by Moody’s; and
(vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2022-5
Supplement.
(c) Form of the Class A/B/C/D Notes. The Class A/B/C Notes were offered and sold by HVF III on
the Series 2022-5 Closing Date pursuant to the Class A/B/C Purchase Agreement, and the Original Class D 144A Global Note
was sold by HVF III on the Series 2022-5 Closing Date to the Initial Class D Note Purchaser pursuant to the Class D Purchase
Agreement. The Class A/B/C Notes were 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. On the Class D Subsequent Issuance Date, the Initial Class D Note Purchaser sold the Original Class D 144A
Global Note to the Class D Subsequent Initial Purchasers pursuant to the Class D Subsequent Purchase Agreement. The Class
A/B/C/D Notes following their initial resale may be transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in
accordance with the procedures described herein. The Class A/B/C/D Notes will be Book-Entry Notes, and DTC will act as the
Depository for the Class A/B/C/D Notes.
to the contrary, the initial Payment Date with respect to the Series 2022-5 Notes shall be April 25, 2022.
(d) Initial Payment Date. Notwithstanding anything herein or in any Series 2022-5 Related Document
( e ) 144A Global Notes. Each Class of the Class A/B/C Notes offered and sold in their initial
distribution on the Series 2022-5 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series
2022-5 Restatement Date 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 with respect to the Class A Notes in Exhibit A-1-1 to the Original
Series 2022-5 Supplement, with respect to the Class B Notes in Exhibit A-2-1 to the Original Series 2022-5 Supplement, with
respect to the Class C Notes in Exhibit A-3-1 to the Original Series 2022-5 Supplement and with respect to the Restatement
Date Class D Notes in Exhibit A-4-1 to this Series 2022-5 Supplement, in each case registered in the name of Cede & Co., as
nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “ 144A Global Notes”). The aggregate
principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the
records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal
amount of the corresponding class of Regulation S Global Notes, as hereinafter provided. Each 144A Global Note shall
represent such of the outstanding principal amount of the related Class of Series 2022-5 Notes as shall be specified in the
schedule attached thereto and each shall provide that it shall represent the aggregate principal amount of such Class of Series
2022-5 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series
2022-5 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and
redemptions of such 144A Global Note. Any endorsement of a 144A Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of the Class of outstanding Series 2022-5 Notes represented thereby shall be made
by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for
Global Notes) hereof.
(f) Regulation S Global Notes. Each Class of the Class A/B/C Notes offered and sold on the Series
2022-5 Closing Date and the Restatement Date Class D Notes issued and authenticated on the Series 2022-5 Restatement 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 with respect to the Class A Notes in Exhibit A-1-2 to the Original Series 2022-5
Supplement, with respect to the Class B Notes in Exhibit A-2-2 to the Original Series 2022-5 Supplement, with respect to the
Class C Notes in Exhibit A-3-2 to the Original Series 2022-5 Supplement, and with respect to the Restatement Date Class D
Notes in Exhibit A-4-2 to this Series 2022-5 Supplement, in each case registered in the name of Cede & Co., as nominee of
DTC, and deposited with BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents
holding on behalf of Euroclear and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal
amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the
records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount
of the corresponding 144A Global Notes, as hereinafter provided. Each Regulation S Global Note shall represent such of the
outstanding principal amount of the related Class of Series 2022- 5 Notes as shall be specified in the schedule attached thereto
and each shall provide that it shall represent the aggregate principal amount of such Class of Series 2022-5 Notes from time to
time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2022-5 Notes represented
thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such Regulation
S Global Note. Any endorsement of a Regulation S Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of the Class of outstanding Series 2022-5 Notes represented thereby shall be made by the Trustee
in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes )
hereof.
Section 2.2 Transfer Restrictions for Global Notes.
(a) A 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 2.2(a) (Transfer Restrictions for Global Notes ) shall not
prohibit any transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the
corresponding Global Note in accordance with Section 2.8 (Transfer and Exchange ) of the Base Indenture and shall not
prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section
2.2 (Transfer Restrictions for Global Notes ).
(b) The transfer by a Note Owner holding a beneficial interest in a 144A Global Note to a Person who
wishes to take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed
representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) 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 III 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 Note Owner holding a beneficial interest in a 144A Global Note wishes at any time to
exchange its interest in such 144A Global Note for an interest in the corresponding 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 a 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 2.2(c) (Transfer Restrictions for Global Notes ). 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 144A Global Note to be so
exchanged or transferred, (ii) a written order from HVF III 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 E-1 hereto given by the applicable Note Owner holding such beneficial interest in such 144A Global Note, the
Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of the applicable 144A Global Note, and to
increase the principal amount of the applicable Regulation S Global Note, by the principal amount of the beneficial interest in
such 144A 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 such Regulation S Global Note having a principal amount equal to the amount by which the
principal amount of such 144A Global Note was reduced upon such exchange or transfer.
(d) If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to
exchange its interest in such Regulation S Global Note for an interest in the corresponding 144A 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 corresponding 144A
Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the
provisions of this Section 2.2(d) (Transfer Restrictions for Global Notes ). 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 such 144A Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global
Note to be so exchanged or transferred, (ii) a written order from HVF III 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 E-2 hereto given by such Note Owner, as applicable, holding such beneficial interest in such
Regulation S Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such
Regulation S Global Note and to increase the principal amount of such 144A Global Note, by the principal amount of the
beneficial interest in such Regulation S 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 such 144A Global Note having a principal amount equal to the amount by which the principal amount of such
Regulation S Global Note was reduced upon such exchange or transfer.
(e) The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear
System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
Banking” and the “Customer Handbook” of
Clearstream (collectively, the “ Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Class A
Notes, the Class B Notes, the Class C Notes and the Class D Notes which are in the form of Class A Global Notes, Class B
Global Notes, Class C Global Notes or Class D Global Notes, respectively.
following legend:
(f) The Class A/B/C/D Notes represented by 144A Global Notes shall bear the
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “ SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS. THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING III LLC (“ HVF
III”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“ RULE 144A”), TO A PERSON
IT REASONABLY BELIEVES IS A “ QUALIFIED INSTITUTIONAL BUYER ” AS DEFINED IN RULE
144A (A “ QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES
ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF III, 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.
the following legend:
(g) The Class A/B/C/D Notes represented by Regulation S Global Notes shall bear
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. 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 III LLC (“HVF III”) 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 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.
(h) All Class A/B/C/D Notes represented by Global Notes shall bear the following
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 THE
ISSUER 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.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A
BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT
ANY TIME HELD BY THE ISSUER OR ANY OTHER PERSON TREATED AS THE ISSUER FOR U.S.
FEDERAL INCOME TAX PURPOSES) AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER
TAX IMPOSED ON, OR MEASURED BY, INCOME.
(i) All Class A/B/C Notes represented by Global Notes shall bear the following
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN MUST REPRESENT
(AND SHALL BE DEEMED TO REPRESENT) THAT EITHER (I) IT IS NOT AND IS NOT ACTING ON
BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”) OR (D) ANY GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT
IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
(“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE ASSETS OF ANY
SUCH PLAN, OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH
NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
CODE (OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW).
IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT
PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ
VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR
RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF
ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT
OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND ANY
COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR
RESPECTIVE AFFILIATES TO ANY PROSPECTIVE
TRANSFEREE OF THE NOTES IS RENDERED SOLELY IN ITS CAPACITY AS THE SELLER OF THE
NOTES AND NOT AS A FIDUCIARY TO ANY SUCH PROSPECTIVE TRANSFEREE.
(j) The Class D Notes shall bear the following legend:
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST THEREIN MUST
REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT IT IS NOT AND IS NOT ACTING
ON BEHALF OF, OR USING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ INTERNAL
REVENUE CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE, OR
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY(WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42)
OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C),
“BENEFIT PLANS”), AND IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN
THAT IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS
SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL
REVENUE CODE (“SIMILAR LAW ”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
ASSETS OF ANY SUCH PLAN, ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE A NON-EXEMPT
VIOLATION OF ANY APPLICABLE SIMILAR LAW.
(k) The required legends set forth above shall not be removed from the applicable Class A Notes,
Class B Notes, Class C Notes or Class D 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 III and the Registrar such satisfactory evidence, which may
include an Opinion of Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers of such Class A Note, Class B Note, Class C Notes or Class D
Note, as applicable, will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory
evidence, HVF III shall deliver to the Trustee an Opinion of Counsel stating that all conditions precedent to such legend
removal have been complied with, and the Trustee at the direction of HVF III shall authenticate and deliver in exchange for
such Restricted Note a Class A Note, Class B Note, Class C Note or Class D Note or Class A Notes, Class B Notes, Class C
Notes or Class D Notes, as applicable, 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 A Note, Class B Note, Class C Note or Class D Note as
provided above, no other Note issued in exchange for all or any part of such Class A Note, Class B Note, Class C Note or
Class D Note, as applicable, shall bear such legend, unless HVF III has reasonable cause to believe that such other Class A
Note, Class B Note, Class C Note or Class D Note, as applicable, is a “restricted security” within the meaning of Rule 144A
under the Securities Act and instructs the Trustee to cause a legend to appear thereon.
(l) The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person
shall be made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be
deemed to represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any
interest therein) for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA)
that is subject to Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code, (C) any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s
investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section
3(42) of ERISA) or (D) any governmental, church, non- U.S. or other plan that is subject to any non-U.S. federal, state or local
law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or any entity whose
underlying assets include assets of any such plan, or (ii) such transferee’s purchase,
continued holding and disposition of such Class A/B/C Notes (or any interest therein) will not constitute a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or result in a non-exempt violation of any
Similar Law.
(m) The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person
shall be made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed
to represent) that such transferee is not and is not acting on behalf of, or using the assets of (A) an “employee benefit plan” (as
defined in Section 3(3) of ERISA), that is subject to Title I of ERISA, (B) a “plan”(as defined in Section 4975(e)(1) of the
Code), that is subject to Section 4975 of the Code, or (C) an entity whose underlying assets include “plan assets” by reason of
such employee benefit plan’s or plan’s investment in the entity (within the meaning of Department of Labor Regulation 29
C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA), and if it is a governmental, church, non-U.S. or other plan that is
subject to any Similar Law or an entity whose underlying assets include assets of any such plan, its acquisition and holding of
such Class D Notes or any interest therein will not constitute a violation of any applicable Similar Laws.
(n) Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a
Global Note will be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class
A/B/C/D Note for its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes
and not for distribution in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class
A/B/C/D Note and has such knowledge and experience in financial and business matters so as to be capable of evaluating the
merits and risks of purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not
purchasing for the account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is
acquiring such Class A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of
Regulation S.
Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in
the Class A/B/C/D Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes
shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the
Base Indenture.
Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2022-5 Notes shall be due and payable on the
Legal Final Payment Date.
Section 2.5 Required Series Noteholders. In accordance with Section 2.3 ( Series Supplement for each Series of Notes ) of
the Base Indenture, the Majority Series 2022-5 Noteholders shall be the “Required Series Noteholders” with respect to the Series
2022-5 Notes.
Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest
in the Class A/B/C/D Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture:
(a) Each Series 2022-5 Noteholder (and any Note Owner of any Series 2022-5 Note) will be required
to (i) provide HVF III, the Trustee and their respective agents with any correct, complete and accurate information that may be
required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to
comply with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents
deem necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii)
promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise
required. Each such holder agrees, or by acquiring such Series 2022-5 Note or an interest in such Series 2022-5 Note will be
deemed to agree, that HVF III may provide such information and any other information regarding its investment in such Series
2022-5 Notes to the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law.
Each Series 2022-5 Noteholder and Note Owner of any Series 2022-5 Notes also acknowledges that the failure to provide
information requested in connection with FATCA may cause HVF III to withhold on payments to such Series 2022-5
Noteholder (or Note Owner of such Series 2022-5 Notes) in accordance with applicable law. Any amounts withheld in order to
comply with FATCA will not be grossed up and will be deemed to have been paid in respect of the relevant Series 2022-5
Notes.
(b) HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts
otherwise distributable to any Series 2022-5 Noteholder sufficient funds for the payment of any such tax that, in their
respective sole discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such
authorization shall not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding
payment of such tax, if permitted by law, pending the outcome of such legal proceedings), and to timely remit such amounts to
the appropriate taxing authority. If any Series 2022-5 Noteholder or Note Owner of a Series 2022-5 Note wishes to apply for a
refund of any such withholding tax, HVF III, the Trustee or such other Paying Agent shall reasonably cooperate with such
Person in providing readily available information so long as such Person agrees to reimburse HVF III, the Trustee or such
Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall impose an obligation, nor relieve any obligation
imposed under applicable law, on the part of HVF III, the Trustee or any other Paying Agent to determine the amount of any
tax or withholding obligation on their part or in respect of the Series 2022-5 Notes.
ARTICLE III
INTEREST AND INTEREST RATES
Section 3.1 Interest.
(a) Each Class of Series 2022-5 Notes shall bear interest at the applicable Note Rate for such Class in
accordance with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to
such Payment Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3
(Application of Funds in the Series 2022-5 Interest Collection Account ) are insufficient to pay the Class Interest Amount for
any Class for any Payment Date, payments of such Class Interest Amount to the Noteholders of such Class will be reduced by
the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class
Deficiency Amount”), and interest shall accrue on any such Class Deficiency Amount at the applicable Note Rate in
accordance with the definition of Class Interest Amount.
ARTICLE IV
SERIES-SPECIFIC COLLATERAL
Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2022-5 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2022-5 Noteholders, all of HVF III’s right, title and interest in and to the
following (whether now or hereafter existing or acquired):
credited thereto, all funds, Financial Assets or other assets on deposit in each Series 2022-5 Account from time to time;
(a) each Series 2022-5 Account, including any security entitlement with respect to Financial Assets
(b)all certificates and instruments, if any, representing or evidencing any or all of each Series 2022-5
Account, the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to
time;
Series 2022-5 Account, the items in the foregoing clauses (a) and (b) and this clause
(c) with respect to such Series 2022-5 Account are referred to, collectively, as the “ Series 2022-5 Account Collateral”);
(c) all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each
or evidencing each Class A/B/C/D Demand Note; and
(d) each Class A/B/C/D Demand Note, including all certificates and instruments, if any, representing
(e) all Proceeds of any of the foregoing.
Section 4.2 Series 2022-5 Accounts . With respect to the Series 2022-5 Notes only, the following shall apply:
(a) Establishment of Series 2022-5 Accounts .
(i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-5 Noteholders three securities accounts: the Series 2022-5
Principal Collection Account (such account, the “Series 2022-5 Principal Collection Account ”), the Series 2022-5
Interest Collection Account (such account, the “Series 2022-5 Interest Collection Account ”) and the Class A/B/C/D
Reserve Account (such account, the “Class A/B/C/D Reserve Account”).
(ii) On or prior to the date of any drawing under a Class A/B/C/D Letter of Credit pursuant to Section 5.6
(Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) or Section 5.8 (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control
of, the Trustee for the benefit of the Series 2022-5 Noteholders the Class A/B/C/D L/C Cash Collateral Account (the
“Class A/B/C/D L/C Cash Collateral Account”).
(iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the
control of, the Trustee for the benefit of the Series 2022-5 Noteholders the Series 2022-5 Distribution Account (the
“Series 2022-5 Distribution Account ”, and together with the Series 2022-5 Principal Collection Account, the Series
2022-5 Interest Collection Account, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account, the “Series 2022-5 Accounts”).
(b) Series 2022-5 Account Criteria .
(i) Each Series 2022-5 Account shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2022-5 Noteholders.
(ii) Each Series 2022-5 Account shall be an Eligible Account. If any Series 2022-5 Account is at any time no
longer an Eligible Account, HVF III shall, within ten (10) Business Days of an Authorized Officer of HVF III obtaining
actual knowledge that such Series 2022-5 Account is no longer an Eligible Account, establish a new Series 2022-5
Account for such non-qualifying Series 2022-5 Account that is an Eligible Account, and if a new Series 2022-5 Account
is so established, HVF III shall instruct the Trustee in writing to transfer all cash and investments from such non-
qualifying Series 2022-5 Account into such new Series 2022-5 Account. Initially, each of the Series 2022-5 Accounts
will be established with The Bank of New York Mellon.
(c) Administration of the Series 2022-5 Accounts .
(i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2022-5
Account (other than the Series 2022-5 Distribution Account) to invest funds on deposit in such Series 2022-5 Account
from time to time in Permitted Investments in the name of the Trustee or the Securities Intermediary and Permitted
Investments shall be credited to the applicable Series 2022-5 Account; provided, however, that:
A. any such investment in the Class A/B/C/D Reserve 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 Class A/B/C/D Reserve Account); and
B. any such investment in the Series 2022-5 Principal Collection Account, the Series 2022-5 Interest
Collection Account or the Class A/B/C/D L/C Cash Collateral Account shall mature not later than the Business
Day prior to the first Payment Date following the date on which such investment was made, unless in any such
case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment
Date so long as such funds shall be available for withdrawal on such Payment Date.
(ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such
Permitted Investment.
(iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2022-5
Accounts shall remain uninvested.
(d) Earnings from Series 2022-5 Accounts . With respect to each Series 2022-5 Account, all interest
and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to
Financial Assets credited to such Series 2022-5 Account shall be deemed to be on deposit therein and available for distribution
unless previously distributed pursuant to the terms hereof.
(e) Termination of Series 2022-5 Accounts .
(i) On or after the date on which the Series 2022-5 Notes are fully paid, the Trustee, acting in accordance with
the written instructions of HVF III, shall withdraw from each Series 2022-5 Account (other than the Class A/B/C/D L/C
Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III.
(ii) Upon the termination of this Series 2022-5 Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series
2022-5 Noteholders and payable from the Class A/B/C/D L/C Cash Collateral Account as provided herein, shall
withdraw from the Class A/B/C/D L/C Cash Collateral Account all amounts on deposit therein and shall pay such
amounts:
A . first, pro rata to the Class A/B/C/D Letter of Credit Providers, to the extent that there are
unreimbursed Class A/B/C/D Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers,
for application in accordance with the provisions of the respective Class A/B/C/D Letters of Credit, and
B. second, to HVF III any remaining amounts.
Section 4.3 Trustee as Securities Intermediary.
(a) With respect to each Series 2022-5 Account, the Trustee or other Person maintaining such Series
2022-5 Account shall be the “securities intermediary” (as defined in Section 8- 102(a)(14) of the New York UCC and a
“bank” (as defined in Section 9-102(a)(8) of the New York UCC), in such capacities, the “ Securities Intermediary”) with
respect to such Series 2022-5 Account. If the Securities Intermediary in respect of any Series 2022-5 Account is not the
Trustee, HVF III shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in
this Section 4.3 (Trustee as Securities Intermediary).
(b) The Securities Intermediary agrees that:
(i) The Series 2022-5 Accounts are accounts to which Financial Assets will be credited;
(ii) All securities or other property underlying any Financial Assets credited to any Series 2022-5 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 2022-5 Account be registered in the name of HVF III, payable to the order of HVF
III or specially endorsed to HVF III;
(iii) All property delivered to the Securities Intermediary pursuant to this Series 2022- 5 Supplement and all
Permitted Investments thereof will be promptly credited to the appropriate Series 2022-5 Account;
(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series
2022-5 Account shall be treated as a Financial Asset;
(v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing
transfer or redemption of any Financial Asset relating to the Series 2022- 5 Accounts or any instruction with respect to
the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction
without further consent by HVF III or Administrator;
(vi) The Series 2022-5 Accounts shall be governed by the laws of the State of New York, regardless of any
provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities
Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8110 of the New York UCC) and the
Series 2022-5 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State
of New York;
(vii) The Securities Intermediary has not entered into, and until termination of this Series 2022-5 Supplement,
will not enter into, any agreement with any other Person relating to the Series 2022-5 Accounts and/or any Financial
Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the
meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered
into, and until the termination of this Series 2022-5 Supplement will not enter into, any agreement with HVF III
purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or
instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v) (Trustee as
Securities Intermediary); and
(viii) Except for the claims and interest of the Trustee and HVF III in the Series 2022-5 Accounts, the
Securities Intermediary knows of no claim to, or interest in, the Series 2022-5
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 2022-5 Account or in any Financial Asset carried therein,
the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF III thereof.
(c) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the
Series 2022-5 Accounts and in all Proceeds thereof, and shall be the only person authorized to originate Entitlement Orders
(within the meaning of Section 9-304 and Section 8110 of the New York UCC) in respect of the Series 2022-5 Accounts.
(d) Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2022-5 Accounts)
or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-
504(c)(1) of the New York UCC, with respect to any Series 2022-5 Account, the Securities Intermediary may satisfy the duty
in Section 8-504(a) of the New York UCC with respect to any cash credited to such Series 2022-5 Account by crediting such
Series 2022-5 Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the
amount of such cash.
(e) Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2022-5 Accounts)
or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2022-5 Account and any
credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as
defined in Section 9-102(a)(8) of the New York UCC) if such Series 2022-5 Account is deemed not to constitute a securities
account.
Section 4.4 Demand Notes.
Noteholders, shall be the only Person authorized to make a demand for payment on any Class A/B/C/D Demand Note.
( a ) Trustee Authorized to Make Demands . The Trustee, for the benefit of the Series 2022-5
(b) Modification of Demand Note. Other than pursuant to a payment made upon a demand thereon by
the Trustee pursuant to Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ), HVF III shall not
reduce the amount of any Class A/B/C/D Demand Note or forgive amounts payable thereunder so that the aggregate undrawn
principal amount of the
Class A/B/C/D Demand Notes after such forgiveness or reduction is less than the greater of (i) the Class A/B/C/D Letter of
Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50% of the Class
A/B/C/D Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or
forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Demand Notes) or an increase in the
stated amount of any Class A/B/C/D Demand Note, HVF III shall not agree to any amendment of any Class A/B/C/D Demand
Note without first obtaining the prior written consent of the Majority Series 2022-5 Controlling Class.
Section 4.5 Subordination. The Series-Specific 2022-5 Collateral has been pledged to the Trustee to secure the Series
2022-5 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2022-5 Collateral and each Class
A/B/C/D Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2022-5 Notes, and no
Noteholder of any Series of Notes other than the Series 2022-5 Notes will have any right, title or interest in, to or under the
Series-Specific 2022-5 Collateral or any Class A/B/C/D Letter of Credit. For the avoidance of doubt, if it is determined that the
Series 2022-5 Noteholders have any right, title or interest in, to or under the Series-Specific Collateral with respect to any Series
of Notes other than Series 2022-5 Notes, then the Series 2022-5 Noteholders agree that their right, title and interest in, to or
under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to
such other Series of Notes, and in such case, this Series 2022-5 Supplement shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.
Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2022-5
Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the
Series-Specific 2022-5 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2022-5
Collateral now existing or hereafter created.
Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.
ARTICLE V
PRIORITY OF PAYMENTS
Section 5.1 [Reserved].
Section 5.2 Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2022-5 Deposit
Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2022-5 Deposit Date, the Trustee shall apply, all
amounts deposited into the Collection Account on such date as follows:
(a) first, withdraw the Series 2022-5 Daily Interest Allocation, if any, for such date from the Collection
Account and deposit such amount in the Series 2022-5 Interest Collection Account; and
Collection Account and deposit such amount into the Series 2022-5 Principal Collection Account.
( b ) second, withdraw the Series 2022-5 Daily Principal Allocation, if any, for such date from the
Section 5.3 Application of Funds in the Series 2022-5 Interest Collection Account . Subject to the Past Due Rental
Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the
Trustee shall apply, all amounts then on deposit in the Series 2022-5 Interest Collection Account (after giving effect to all
deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2022-5 Principal Collection Account ), 5.5 (Class
A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as follows
(and in each case only to the extent of funds available in the Series 2022-5 Interest Collection Account):
Capped Administrator Fee Amount with respect to such Payment Date;
( a ) first, to the Series 2022-5 Distribution Account to pay to the Administrator the Series 2022-5
( b ) second, to the Series 2022-5 Distribution Account to pay the Trustee the Series 2022-5 Capped
Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the
continuation of an Amortization Event, at the direction of the Majority Series 2022-5 Noteholders, the Series 2022-5
Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority
Series 2022-5 Noteholders and the Trustee;
( c ) third, to the Series 2022-5 Distribution Account to pay the Persons to whom the Series 2022-5
Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022- 5 Capped Operating Expense Amounts owing to such Persons on
such Payment Date;
( d ) fourth, to the Series 2022-5 Distribution Account to pay the Class A Noteholders on a pro rata
basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect
to such Payment Date;
(e) fifth, to the Series 2022-5 Distribution Account to pay the Class B Noteholders on a pro rata basis
(based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such
Payment Date;
(f) sixth, to the Series 2022-5 Distribution Account to pay the Class C Noteholders on a pro rata basis
(based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such
Payment Date;
( g ) seventh, to the Series 2022-5 Distribution Account to pay the Class D Noteholders on a pro rata
basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect
to such Payment Date;
(h) eighth, if the Class E Notes have been issued as of such date, then to the Series 2022-5 Distribution
Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E
Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date;
(i) ninth, during the Series 2022-5 Revolving Period, other than on any such Payment Date on which a
withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D Reserve Account Withdrawals ), for deposit to the
Class A/B/C/D Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any,
and second, for deposit to the Class E Notes reserve account (if any) in an amount equal to the Class E Notes reserve
account deficiency amount, if any, in each case for such date (calculated after giving effect to any withdrawals from the
Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D Reserve Account Withdrawals));
( j ) tenth, to the Series 2022-5 Distribution Account to pay to the Administrator the Series 2022-5
Excess Administrator Fee Amount with respect to such Payment Date;
Trustee Fee Amount with respect to such Payment Date;
(k) eleventh, to the Series 2022-5 Distribution Account to pay to the Trustee the Series 2022-5 Excess
( l ) twelfth, to the Series 2022-5 Distribution Account to pay the Persons to whom the Series 2022-5
Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the
amount owed to each such Person), such Series 2022-5 Excess Operating Expense Amounts owing to such Persons on
such Payment Date;
Principal Collection Account up to the amount necessary to pay the Series 2022-5 Notes in full; and
(m) thirteenth, during the Series 2022-5 Rapid Amortization Period, for deposit into the Series 2022-5
(n) fourteenth, for deposit into the Series 2022-5 Principal Collection Account any remaining amount.
Section 5.4 Application of Funds in the Series 2022-5 Principal Collection Account . Subject to the Past Due Rental
Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF
III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the
Series 2022-5 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5
(Class A/B/C/D Reserve Account Withdrawals) and 5.6 (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) as
follows (and in each case only to the extent of funds available in the Series 2022-5 Principal Collection Account on such date):
Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date;
( a ) first, if such date is a Payment Date, then for deposit into the Series 2022- 5 Interest Collection
( b ) second, during the Series 2022-5 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any, for such date (calculated
after giving effect to any withdrawals from the Class A/B/C/D Reserve Account pursuant to Section 5.5 (Class A/B/C/D
Reserve Account Withdrawals) and deposits to the Class A/B/C/D Reserve Account on such date pursuant to Section 5.3
(Application of Funds in the Series 2022-5 Interest Collection Account ));
(c) third, if such date is a Redemption Date with respect to any Class of Series 2022-5 Notes, then for
deposit into the Series 2022-5 Distribution Account to be paid on such date, pro rata, to all Noteholders of such Class to
the extent necessary to pay the Principal Amount of such Class, all accrued Class Interest Amount for such Class through
the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption
Date;
( d ) fourth, if such date is a Payment Date during the Series 2022-5 Controlled Amortization Period,
then for deposit into the Series 2022-5 Distribution Account to be paid on such date (i) first, pro rata, to all Class A
Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class A Notes
on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class
C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes
on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class
Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, if the Class E
Notes have been issued, then, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled
Distribution Amount with respect to the Class E Notes on such Payment Date;
(e) fifth, during the Series 2022-5 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for deposit into the Series
2022-5 Distribution Account to be paid on the Payment Date immediately succeeding such deposit date (a) first, pro
rata, to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount with respect to such date, (b)
second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to
such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, and (ii) if
such date is after a Determination Date and on or prior to the Payment Date immediately succeeding such Determination
Date, then for deposit into the Series 2022-5 Distribution Account to be paid on the second Payment Date immediately
succeeding such deposit date (a) first, pro rata, to all Class A Noteholders to the extent necessary to pay the Class A
Principal Amount with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay
the Class B Principal Amount with respect to such
date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with
respect to such date, (d) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class D Principal
Amount with respect to such date and (e) fifth, if the Class E Notes have been issued as of such date, then, pro rata, to all
Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date;
( f ) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be
paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under
the Base Indenture, in each case to the extent that no Potential Amortization Event with respect to the Series 2022-5
Notes exists as of such date or would occur as a result of such application; and
release to HVF III, will remain on deposit in the Series 2022-5 Principal Collection Account.
( g ) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for
Section 5.5 Class A/B/C/D Reserve Account Withdrawals . On each Payment Date, HVF III shall direct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all
amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the
Series 2022-5 Interest Collection Account) and 5.4 (Application of Funds in the Series 2022-5 Principal Collection Account )) in
the Class A/B/C/D Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D
Reserve Account):
(a) first, to the Series 2022-5 Interest Collection Account an amount equal to the excess, if any, of the
Series 2022-5 Payment Date Interest Amount for such Payment Date over the Series 2022-5 Payment Date Available
Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the
Class A/B/C/D Available Reserve Account Amount on such Payment Date, the “ Class A/B/C/D Reserve Account
Interest Withdrawal Shortfall”);
(b) second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment Date,
then to the Series 2022-5 Principal Collection Account an amount equal to such Class A/B/C/D Principal Deficit
Amount; and
( c ) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series
2022-5 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D Reserve Account
pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D Principal Amount in
full on such Legal Final Payment Date, then to the Series 2022-5 Principal Collection Account, an amount equal to such
insufficiency;
provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written direction on such date.
Section 5.6 Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes.
(a) Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D Letters of
Credit. If HVF III determines on any Payment Date that there exists a Class A/B/C/D Reserve Account Interest Withdrawal
Shortfall with respect to such Payment Date, then HVF III shall instruct the Trustee in writing to draw on the Class A/B/C/D
Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on
such Payment Date, the Trustee, by 12:00 noon (New York City time) on such Payment Date, shall draw an amount, as set
forth in such notice, equal to the least of (i) such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the Class
A/B/C/D Letter of Credit Liquidity Amount as of such Payment Date and (iii) the Series 2022-5 Lease Interest Payment
Deficit for such Payment Date, by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class
A/B/C/D Certificate of Credit Demand on the Class A/B/C/D Letters of Credit; provided, that if the Class A/B/C/D L/C Cash
Collateral Account has been established and funded, then the Trustee shall withdraw from the Class A/B/C/D L/C Cash
Collateral Account and deposit into the Series 2022-5 Interest Collection Account an
amount as set forth in such notice equal to the lesser of (1) the Class A/B/C/D L/C Cash Collateral Percentage on such
Payment Date of the least of the amounts described in clauses (i), (ii) and (iii) above and (2) the Class A/B/C/D Available L/C
Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the
Class A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into
the Series 2022-5 Interest Collection Account on such Payment Date.
(b) Class A/B/C/D Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on
Class A/B/C/D Letters of Credit. If HVF III determines on any Payment Date that there exists a Series 2022-5 Lease Principal
Payment Deficit that exceeds the amount, if any, withdrawn from the Class A/B/C/D Reserve Account pursuant to Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then HVF III shall instruct the Trustee in writing to draw on the Class
A/B/C/D Letters of Credit, if any, in an amount as set forth in such notice equal to the least of:
(i) such excess;
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class
A/B/C/D Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class
A/B/C/D Demand Notes)); and
(iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class
A/B/C/D Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D Reserve Account
pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and (y) on the Legal Final Payment Date, the
excess, if any, of (i) the Class A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-5
Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2022-5
Supplement (other than this Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ) and
Section 5.6(c) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes ))) on the Legal Final Payment Date
for payment of principal of the Class A/B/C/D Notes.
Upon receipt of a notice by the Trustee from HVF III in respect of a Series 2022-5 Lease Principal Payment Deficit on
or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such
Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B/C/D
Letters of Credit by presenting to each Class A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D
Certificate of Credit Demand; provided however, that if the Class A/B/C/D L/C Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of
(x) the Class A/B/C/D L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to
the Trustee by HVF III and (y) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such Payment Date (after
giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class
A/B/C/D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class
A/B/C/D Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D L/C Cash Collateral Account into
the Series 2022-5 Principal Collection Account on such Payment Date.
(c) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Demand Note. If (A) on any
Determination Date, HVF III determines that the Class A/B/C/D Principal Deficit Amount on the next succeeding Payment
Date (after giving effect to any withdrawals from the Class A/B/C/D Reserve Account on such Payment Date pursuant to
Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and any draws on the Class A/B/C/D Letters of Credit on such
Payment Date pursuant to Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )) will be greater
than zero or (B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class
A/B/C/D Principal Amount exceeds the amount to be deposited into the Series 2022-5 Distribution Account (together with all
amounts to be deposited therein pursuant to the terms of this Series 2022-5 Supplement (other than this Section 5.6(c) (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal
of the Class A/B/C/D Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such
Payment Date, HVF III shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a
demand notice substantially in the form of Exhibit B-2 hereto (each a “Class A/B/C/D Demand Notice”) on Hertz for payment
under the Class A/B/C/D Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a
Payment Date other than the Legal Final Payment Date, then the excess, if any, of such Class A/B/C/D Principal Deficit
Amount over the amount to be deposited into the Series 2022-5 Principal Collection Account in accordance with Section
5.5(b) (Class A/B/C/D Reserve Account Withdrawals ) and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D
Demand Notes) and (y) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of (i) the Class
A/B/C/D Principal Amount over (ii) the amount to be deposited into the Series 2022-5 Distribution Account (together with any
amounts to be deposited therein pursuant to the terms of this Series 2022-5 Supplement (other than this Section 5.6(c) (Class
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes))) on the Legal Final Payment Date for payment of principal of
the Class A/B/C/D Notes, and (ii) the principal amount of the Class A/B/C/D Demand Note. The Trustee shall, prior to 12:00
noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Class A/B/C/D Demand
Notice to Hertz; provided however, that if 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 sixty (60) consecutive days) with respect to Hertz shall have occurred and be
continuing, the Trustee shall not be required to deliver such Class A/B/C/D Demand Notice to Hertz. The Trustee shall cause
the proceeds of any demand on the Class A/B/C/D Demand Note to be deposited into the Series 2022-5 Principal Collection
Account.
(d) Class A/B/C/D Principal Deficit Amount — Draws on Class A/B/C/D Letters of Credit. If (i) the
Trustee shall have delivered a Class A/B/C/D Demand Notice as provided in Section 5.6(c) (Class A/B/C/D Letters of Credit
and Class A/B/C/D Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2022-5
Distribution Account the amount specified in such Class A/B/C/D Demand Notice in whole or in part by 12:00 noon (New
York City time) on the Business Day following the making of the Class A/B/C/D Demand Notice, (ii) due to the occurrence of
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a
period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Class A/B/C/D Demand
Notice to Hertz, or (iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D Letters of Credit, if
any, by 12:00 noon (New York City time) on such Business Day in an amount equal to the lesser of:
(i) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, or the amount that the Trustee
failed to demand for payment thereunder or the Preference Amount, as the case may be, and
(ii) the Class A/B/C/D Letter of Credit Amount on such Business Day, in each case by presenting to each Class
A/B/C/D Letter of Credit Provider a draft accompanied by a Class A/B/C/D Certificate of Unpaid Demand Note
Demand or, in the case of a Preference Amount, a
Class A/B/C/D Certificate of Preference Payment Demand; provided however, that if the Class A/B/C/D L/C Cash
Collateral Account has been established and funded, the Trustee shall withdraw from the Class A/B/C/D L/C Cash
Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D L/C Cash Collateral Percentage on such
Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Class A/B/C/D
Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom
on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )
and Section 5.6(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes )), and the Trustee shall draw an
amount equal to the remainder of such amount on the Class A/B/C/D Letters of Credit. The Trustee shall deposit, or
cause the deposit of, the proceeds of any such draw on the Class A/B/C/D Letters of Credit and the proceeds of any such
withdrawal from the Class A/B/C/D L/C Cash Collateral Account into the Series 2022-5 Principal Collection Account
on such date.Draws on the Class A/B/C/D Letters of Credit. If there is more than one Class A/B/C/D Letter of Credit on
the date of any draw on the Class A/B/C/D Letters of Credit pursuant to the terms of this Series 2022-5 Supplement
(other than pursuant to Section 5.8(b) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account)), then HVF III shall instruct the Trustee, in writing, to draw on each Class A/B/C/D Letter of Credit an amount
equal to the Pro Rata Share for such Class A/B/C/D Letter of Credit of such draw on such Class A/B/C/D Letter of
Credit.
Section 5.7 Past Due Rental Payments. On each Series 2022-5 Deposit Date, HVF III will direct the Trustee in writing,
prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all
Collections then on deposit representing Series 2022-5 Past Due Rent Payments and deposit such amount into the Series 2022-5
Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2022-5 Interest
Collection Account and apply the Series 2022-5 Past Due Rent Payment in the following order:
(i) if the occurrence of the related Series 2022-5 Lease Payment Deficit resulted in one or more Class A/B/C/D
L/C Credit Disbursements being made under any Class A/B/C/D Letters of Credit, then pay to or at the direction of Hertz
for reimbursement to each Class A/B/C/D Letter of Credit Provider who made such a Class A/B/C/D L/C Credit
Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B/C/D Letter of Credit
Provider’s Class A/B/C/D L/C Credit Disbursement and (y) such Class A/B/C/D Letter of Credit Provider’s pro rata
portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D Letter of Credit Provider’s
Class A/B/C/D L/C Credit Disbursement, of the amount of the Series 2022-5 Past Due Rent Payment;
(ii) if the occurrence of such Series 2022-5 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class A/B/C/D L/C Cash Collateral Account an
amount equal to the lesser of (x) the amount of the Series 2022-5 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D L/C Cash Collateral Account on
account of such Series 2022-5 Lease Payment Deficit;
(iii) if the occurrence of such Series 2022-5 Lease Payment Deficit resulted in a withdrawal being made from
the Class A/B/C/D Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D Reserve Account Withdrawals ), then
deposit in the Class A/B/C/D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2022-5 Past
Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D
Reserve Account Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2022-5 Principal Collection Account.
Section 5.8 Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral Account.
(a) Class A/B/C/D Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen
(16) Business Days prior to the then scheduled Class A/B/C/D Letter of Credit Expiration Date with respect to any Class
A/B/C/D Letter of Credit, excluding such Class A/B/C/D Letter of Credit from each calculation in clauses (i) through (iii)
immediately below but taking into account any substitute Class A/B/C/D Letter of Credit that has been obtained from a Class
A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date:
(i) the Series 2022-5 Asset Amount would be less than the Series 2022-5 Adjusted Asset Coverage Threshold
Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date);
(ii) the Class A/B/C/D Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D Required
Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from,
the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account on such date); or
(iii) the Class A/B/C/D Letter of Credit Liquidity Amount would be less than the Class A/B/C/D Demand
Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the
Class A/B/C/D L/C Cash Collateral Account on such date);
then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D Letter of Credit
Expiration Date of:
A. the greatest of:
(i) the excess, if any, of the Series 2022-5 Adjusted Asset Coverage Threshold Amount over
the Series 2022-5 Asset Amount, in each case as of such date (after giving effect to all deposits to, and
withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account on such date);
(ii) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement Amount over the
Class A/B/C/D Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect
to all deposits to, and withdrawals from, the Class A/B/C/D Reserve Account and the Class A/B/C/D
L/C Cash Collateral Account on such date); and
(iii) the excess, if any, of the Class A/B/C/D Demand Note Payment Amount over the Class
A/B/C/D Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all
deposits to, and withdrawals from, the Class A/B/C/D L/C Cash Collateral Account on such date);
provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such
date, excluding from such calculation of each amount contained therein such Class A/B/C/D Letter of
Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained
from a Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
B. the amount available to be drawn on such expiring Class A/B/C/D 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 noon (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 noon (New York City time) on the next following Business Day), draw the lesser of the
amounts set forth in clauses (A) and (B) above on such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a
Class A/B/C/D Certificate of Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursements to be
deposited into the Class A/B/C/D L/C Cash Collateral Account. If the Trustee does not receive either notice from HVF III
described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D Letter of Credit
Expiration Date, then the Trustee, by 12:00 noon (New York City time) on such Business Day, shall draw the full amount of
such Class A/B/C/D Letter of Credit by presenting a draft accompanied by a Class A/B/C/D Certificate of Termination Demand
and shall cause the Class A/B/C/D L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D L/C Cash
Collateral Account.
(b) Class A/B/C/D Letter of Credit Provider Downgrades . HVF III shall notify the Trustee in writing
within one (1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any
Class A/B/C/D Letter of Credit Provider has been downgraded such that such Class A/B/C/D Letter of Credit Provider would
fail to qualify as a Class A/B/C/D Eligible Letter of Credit Provider were such Class A/B/C/D Letter of Credit Provider to
issue a Class A/B/C/D Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D Letter of
Credit Provider, a “Class A/B/C/D Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D
Downgrade Event with respect to any Class A/B/C/D Letter of Credit Provider, or, if such date is not a Business Day, the next
succeeding Business Day, HVF III shall notify the Trustee in writing (the “ Class A/B/C/D Downgrade Withdrawal Amount
Notice”) on such date of (i) the greatest of (A) the excess, if any, of the Series 2022-5 Adjusted Asset Coverage Threshold
Amount over the Series 2022-5 Asset Amount, (B) the excess, if any, of the Class A/B/C/D Required Liquid Enhancement
Amount over the Class A/B/C/D Adjusted Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D
Demand Note Payment Amount over the Class A/B/C/D Letter of Credit Liquidity Amount, in the case of each of clauses (A)
through (C) above, as of such date and excluding from the calculation of each amount referenced in such clauses such Class
A/B/C/D Letter of Credit but taking into account each substitute Class A/B/C/D Letter of Credit that has been obtained from a
Class A/B/C/D Eligible Letter of Credit Provider and is in full force and effect on such date, and
(ii) the amount available to be drawn on such Class A/B/C/D Letter of Credit on such date (the lesser of such (i) and (ii), the
“Class A/B/C/D Downgrade Withdrawal Amount ”). Upon receipt by the Trustee on or prior to 10:30 a.m. (New York City
time) on any Business Day of a Class A/B/C/D Downgrade Withdrawal Amount Notice, the Trustee, by 12:00 noon (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 noon (New York City time) on the next following Business Day), shall draw on the Class A/B/C/D Letters of
Credit issued by such Class A/B/C/D Letter of Credit Provider in an amount (in the aggregate) equal to the Class A/B/C/D
Downgrade Withdrawal Amount specified in such notice by presenting a draft accompanied by a Class A/B/C/D Certificate of
Termination Demand and shall cause the Class A/B/C/D L/C Termination Disbursement to be deposited into a Class A/B/C/D
L/C Cash Collateral Account.
(c) Reductions in Stated Amounts of the Class A/B/C/D Letters of Credit . If the Trustee receives a
written notice from HVF III, substantially in the form of Exhibit C hereto, requesting a reduction in the stated amount of any
Class A/B/C/D Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the
Class A/B/C/D Letter of Credit Provider who issued such Class A/B/C/D Letter of Credit a Class A/B/C/D Notice of
Reduction requesting a reduction in the stated amount of such Class A/B/C/D Letter of Credit in the amount requested in such
notice effective on the date set forth in such notice; provided, that on such effective date, immediately after giving effect to the
requested reduction in the stated amount of such Class A/B/C/D Letter of Credit,
(i) the Class A/B/C/D Adjusted Liquid Enhancement Amount will equal or exceed the Class A/B/C/D Required Liquid
Enhancement Amount, (ii) the Class A/B/C/D Letter of Credit Liquidity Amount will equal or exceed the Class A/B/C/D
Demand Note Payment Amount and (iii) no Aggregate Asset Amount Deficiency will exist immediately after giving effect to
such reduction.
Surpluses.
( d ) Class A/B/C/D L/C Cash Collateral Account Surpluses and Class A/B/C/D Reserve Account
(i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the
written instructions of HVF III, shall, withdraw from the Class A/B/C/D Reserve Account an amount equal to the Class
A/B/C/D Reserve Account Surplus, if any, and pay such Class A/B/C/D Reserve Account Surplus to HVF III.
(ii) On each Payment Date on which there is a Class A/B/C/D L/C Cash Collateral Account Surplus, HVF III
may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to
the limitations set forth in this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash Collateral
Account), withdraw the amount specified by HVF III from the Class A/B/C/D L/C Cash Collateral Account specified by
HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D Letters of Credit and
Class A/B/C/D L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D L/C Cash
Collateral Account shall be limited to the least of (a) the Class A/B/C/D Available L/C Cash Collateral Account Amount
on such Payment Date, (b) the Class A/B/C/D L/C Cash Collateral Account Surplus on such Payment Date and (c) the
excess, if any, of the Class A/B/C/D Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D
Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D L/C Cash
Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D Letters of Credit and Class A/B/C/D L/C Cash
Collateral Account) shall be paid:
first, to the Class A/B/C/D Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D
Disbursements due and owing to such Class A/B/C/D Letter of Credit Providers in respect of the Class A/B/C/D
Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D Letters of
Credit, and
second, to HVF III, any remaining amounts. Section 5.9 Certain
Instructions to the Trustee.
(a) If on any date the Class A/B/C/D Principal Deficit Amount is greater than zero or HVF III
determines that there exists a Series 2022-5 Lease Principal Payment Deficit, then HVF III shall promptly provide written
notice thereof to the Trustee.
(b) On or before 10:00 a.m. (New York City time) on each Payment Date, HVF III shall notify the
Trustee of the amount of any Series 2022-5 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto
(each a “Lease Payment Deficit Notice”).
Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment . If HVF III fails to give notice or
instructions to make any payment from or deposit into the Collection Account or any Series 2022-5 Account required to be given
by HVF III, at the time specified herein or in any other Series 2022-5 Related Document (including applicable grace periods),
the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2022-5 Account without such
notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, 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 Series 2022-5 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall
deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to
give instructions to draw on any Class A/B/C/D Letters of Credit with respect to a Class of Series 2022-5 Notes required to be
given by HVF III, at the time specified in this Series 2022-5 Supplement, the Trustee shall draw on such Class A/B/C/D Letters
of Credit with respect to such Class of Series 2022-5 Notes without such instruction from HVF III; provided, that HVF III, upon
request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such
Class A/B/C/D Letter of Credit.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS
Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and
warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties):
(a) HVF III. HVF III represents and warrants that each of its representations and warranties in the
Series 2022-5 Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be true and correct as of such earlier date) and further represents and
warrants, in each case for the benefit of the Trustee and the Series 2022-5 Noteholders, that:
(i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2022-5
Notes, is continuing; and
(ii) on the Series 2022-5 Closing Date, HVF III has furnished to the Trustee copies of all Series 2022-5
Related Documents to which it is a party as of the Series 2022-5 Closing Date, all of which are in full force and effect as
of the Series 2022-5 Closing Date.
(b) Administrator. The Administrator represents and warrants that each representation and warranty
made by it in each Series 2022-5 Related Document, is true and correct in all material respects as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such
earlier date).
Section 6.2 Covenants. Each of HVF III and the Administrator each severally covenants and agrees that, until the Series
2022-5 Notes have been paid in full, it will:
negative) and obligations under each Series 2022-5 Related Document to which it is a party.
(a) Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and
(x) used to purchase or carry any “margin stock” (as defined or used in the
(b) Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2022-5 Notes to be
regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof) or
(y) loaned to others for the purpose of purchasing or carrying any margin stock or (ii) amounts owed with respect to the Series
2022-5 Notes to be secured, directly or indirectly, by any margin stock.
Market Value Procedures in all material respects.
(c) Series 2022-5 Third-Party Market Value Procedures . Comply with the Series 2022-5 Third-Party
(d)__[Reserved].
(e) Noteholder Statement AUP. On or prior to the Payment Date occurring in July 2023 and in July of
each subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent
consultants (which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report
addressed to the Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents
and records relating to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported
upon by such firm of independent certified public accountants or independent consultants shall be those determined by the
Administrator in its sole and absolute discretion.
furnished to each Series 2022-5 Noteholder:
(f) Financial Statements and Other Reporting . Solely with respect to HVF III, furnish or cause to be
(i) commencing on the Series 2022-5 Closing Date, within 120 days after the end of each of Hertz’s fiscal
years, copies of the Annual Report on Form 10-K filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements contained in such an
Annual Report if Hertz were a reporting company, including consolidated financial statements consisting of a balance
sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’
equity and cash flows of Hertz 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 Hertz; and
(ii) commencing on the Series 2022-5 Closing Date, within sixty (60) days after the end of each of the first
three quarters of each of Hertz’s fiscal years, copies of the Quarterly Report on Form 10-Q filed by Hertz with the SEC
or, if Hertz is not a reporting company, information equivalent to that which would be required to be included in the
financial statements contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end of such
quarter and statements of income, stockholders’ equity and cash flows of Hertz 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 Hertz as having been prepared in accordance with GAAP.
The financial data that shall be delivered to the Series 2022-5 Noteholders pursuant to the foregoing paragraphs (i) and
(ii) shall be prepared in conformity with GAAP.
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), 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 such Hertz’s accountants not being “independent” (as defined pursuant to the
Exchange Act and the rules and regulations of the SEC thereunder), HVF III, in lieu of furnishing or causing to be furnished the
information, documents and reports so required to be furnished, may 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 HVF III shall in any event be required to furnish or cause to be
furnished 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
Article VI (Representations and Warranties; Covenants; Closing Conditions ).
Notwithstanding the foregoing provisions of this Article VI (Representations and Warranties; Covenants; Closing
Conditions), HVF III’s obligations to furnish or cause to be furnished any documents, reports, notices or other information
pursuant to this Article VI (Representations and Warranties; Covenants; Closing Conditions ) shall be deemed satisfied with
respect to such documents, reports, notices or other information upon (i) the same (or hyperlinks to the same) having been
posted on Hertz’s website (or such other website address as HVF III may specify by written notice to the Trustee from time to
time) or (ii) the same (or hyperlinks to same) having been posted on Hertz’s behalf on an internet or intranet website to which
the Series 2022-5 Noteholders have access (whether a commercial, government (including, without limitation, EDGAR) or third-
party website or whether sponsored by or on behalf of the Series 2022-5 Noteholders). With respect to any documents, reports,
notices or other information electronically furnished in accordance with the preceding sentence, such documents, reports, notices
or other information shall be deemed furnished on the date posted in accordance with clause (i) or (ii), as the case may be, of the
preceding sentence.
Section 6.3 Closing Conditions. The effectiveness of this Series 2022-5 Supplement is subject to the conditions
precedent set forth in Section 2.3 (Series Supplement for each Series of Notes ) of the Base Indenture.
Section 6.4 Further Assurances.
(a) HVF III shall do such further acts and things, and execute and deliver to the Trustee such
additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of
the Trustee in the Series-Specific 2022-5 Collateral on behalf of the Series 2022-5 Noteholders as a perfected security interest
subject to no prior Liens (other than Series 2022-5 Permitted Liens) and to carry into effect the purposes of this Series 2022-5
Supplement or the other Series 2022-5 Related Documents or to better assure and confirm unto the Trustee or the Series 2022-
5 Noteholders their rights, powers and remedies hereunder, including, without limitation filing all UCC financing statements,
continuation statements and amendments thereto necessary to achieve the foregoing. If HVF III fails to perform any of its
agreements or obligations under this Section 6.4(a) (Further Assurances), the Trustee shall, at the direction of the Majority
Series 2022-5 Noteholders, itself perform such agreement or obligation, and the expenses of the Trustee incurred in
connection therewith shall be payable by HVF III upon the Trustee’s demand therefor. The Trustee is hereby authorized to
execute and file any financing statements, continuation statements or other instruments necessary or appropriate to perfect or
maintain the perfection of the Trustee’s security interest in the Series-Specific 2022-5 Collateral.
(b) Unless otherwise specified in this Series 2022-5 Supplement, if any amount payable under or in
connection with any of the Series-Specific 2022-5 Collateral shall be or become evidenced by any promissory note, chattel
paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged
and physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has
been perfected, be duly indorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
(c) HVF III shall warrant and defend the Trustee’s right, title and interest in and to the Series-Specific
2022-5 Collateral and the income, distributions and proceeds thereof, for the benefit of the Trustee on behalf of the Series
2022-5 Noteholders, against the claims and demands of all Persons whomsoever.
(d) On or before March 31 of each calendar year, commencing with March 31, 2023, HVF III shall
furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Series 2022-5 Supplement, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing of any financing statements, continuation
statements and amendments thereto as are necessary to maintain the perfection of the lien and security interest created by this
Series 2022-5 Supplement in the Series-Specific 2022-5 Collateral and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion
of Counsel shall also describe the recording, filing, re- recording and refiling of this Series 2022-5 Supplement, any indentures
supplemental hereto and any other requisite documents and the execution and filing of any financing
statements, continuation statements and amendments thereto that will, in the opinion of such counsel, be required to maintain
the perfection of the lien and security interest of this Series 2022-5 Supplement in the Series-Specific 2022- 5 Collateral until
March 31 in the following calendar year.
ARTICLE VII
AMORTIZATION EVENTS
Section 7.1 Amortization Events. If any one of the following events shall occur:
(a) all principal of and interest on the Series 2022-5 Notes is not paid in full on or prior to the
Expected Final Payment Date;
(b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt,
other than principal) payable in respect of, the Series 2022-5 Notes when due and payable and such default continues for a
period of five (5) consecutive Business Days;
(c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5)
consecutive Business Days;
consecutive Business Days;
(d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5)
(e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date
or any Series 2022-5 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral
Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the
definition of Series 2022-5 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or
discharged;
(f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien
(other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of
a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class
A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of
thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class
A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C
Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause
(iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the
Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account
Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during
such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C
Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount;
(h)other than as a result of a Series 2022-5 Permitted Lien, the Trustee shall for any reason cease to
have a valid and perfected first priority security interest in the Series 2022-5 Collateral (other than the Class A/B/C/D Reserve
Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or
HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30)
consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days;
(i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal
Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for
failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other
than a Series 2022-5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case,
thirty (30)
consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged;
(j) any Administrator Default shall have occurred;
(k) any of the Series 2022-5 Related Documents or any material portion thereof shall cease, for any
reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof
or as otherwise expressly permitted in the Series 2022-5 Related Documents) or Hertz, any Lessee or HVF III shall so assert
any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business
Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application
of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any
capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series
2022-5 Related Documents;
(l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-5 Related
Document and the failure to so comply materially and adversely affects the interests of the Series 2022-5 Noteholders and
continues to materially and adversely affect the interests of the Series 2022-5 Noteholders for a period of thirty (30)
consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof
or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by
the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 Controlling Class; or
(m) any representation made by HVF III in any Series 2022-5 Related Document is false and such
false representation materially and adversely affects the interests of the Series 2022-5 Noteholders and the event or condition
that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the
date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is
given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 Controlling Class.
Then, in the case of:
(i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with
respect to the Series 2022-5 Notes will immediately occur without any notice or other action on the part of the Trustee or
any Series 2022-5 Noteholder, and
(ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is
continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-5 Controlling Class may,
by written notice to HVF III and the Trustee, declare that an
“Amortization Event” with respect to the Series 2022-5 Notes has occurred as of the date of the notice.
An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes
described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority
Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with
respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the
written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders
holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C
Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential
Amortization Event.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2022-5 Notes, if the
event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure,
waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every
purpose under the Series 2022-5 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base
Indenture applicable to all Series of Notes.
ARTICLE VIII
SUBORDINATION OF NOTES
Section 8.1 Subordination of Class B Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-5 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-5 Principal Collection Account ), no payments on account
of interest with respect to the Class B Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all Class A
Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts) have been paid in full, and during the Series
2022-5 Controlled Amortization Period no payments of principal of Class B Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes has been paid in full and during the Series 2022-5 Rapid
Amortization Period, no payments of principal of the Class B Notes will be made unless and until the aggregate outstanding
principal amount of the Class A Notes has been paid in full.
Section 8.2 Subordination of Class C Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-5 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-5 Principal Collection Account ), no payments on account
of interest with respect to the Class C Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes and the Class B Notes on such Payment Date (including, without limitation, all
accrued interest, all Class A Deficiency Amounts and all Class B Deficiency Amounts and all interest accrued on such Class A
Deficiency Amounts and Class B Deficiency Amounts) have been paid in full, and during the Series 2022- 5 Controlled
Amortization Period, no payments of principal with respect to the Class C Notes shall be made unless and until the Class
Controlled Distribution Amounts payable to the Class A Notes and Class B Notes have been paid in full and during the Series
2022-5 Rapid Amortization Period, no payments of principal of Class C Notes will be made unless and until the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes has been paid in full.
Section 8.3 Subordination of Class D Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-5 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-5 Principal Collection Account ), no payments on account
of interest with respect to the Class D Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date (including, without
limitation, all accrued interest, all Class A Deficiency Amounts, Class B Deficiency Amounts and all Class C Deficiency
Amounts and all interest accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts and Class C Deficiency
Amounts) have been paid in full, and during the Series 2022-5 Controlled Amortization Period no payments of principal of Class
D Notes shall be made unless and until the Class Controlled Distribution Amounts payable to the Class A Notes, Class B Notes
and Class C Notes have been paid in full and during the Series 2022-5 Rapid Amortization Period, no payments of principal of
the Class D Notes will be made unless and until the aggregate outstanding principal amount of the Class A Notes, Class B Notes
and Class C Notes has been paid in full.
Section 8.4 Subordination of Class E Notes. Subject to Sections 5.3 (Application of Funds in the Series 2022-5 Interest
Collection Account) and 5.4 (Application of Funds in the Series 2022-5 Principal Collection Account ), no payments on account
of interest with respect to the Class E Notes shall be made on any Payment Date until all payments of interest then due and
payable with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on such Payment Date
(including, without limitation, all accrued interest, all Class A Deficiency Amounts, all Class B Deficiency Amounts, all Class C
Deficiency Amounts and all Class D Deficiency Amounts and all interest accrued on such Class A Deficiency Amounts, Class B
Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts) have been paid in full; provided, that if
any irrevocable letters of credit and/or reserve accounts are issued and/or established solely for the benefit of the Class E
Noteholders, any amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any Payment
Date notwithstanding that interest may not be paid in full on the Class A Notes, the Class B Notes, the Class C Notes and/or the
Class D Notes on such Payment Date, and no payments on account of principal with respect to the Class E Notes shall be made
on any Payment Date until all Class Controlled
Distribution Amounts payable and all payments of principal then due and payable with respect to the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes on such Payment Date has been paid in full.
Section 8.5 When Distribution Must be Paid Over. In the event that any Series 2022-5 Noteholder (or Series 2022-5
Note Owner) receives any payment of any principal, interest or other amounts with respect to the Series 2022-5 Notes at a time
when such Series 2022-5 Noteholder (or Series 2022-5 Note Owner, as the case may be) has actual knowledge that such
payment is prohibited by the preceding sections of this Article VIII (Subordination of Notes ), such payment shall be held by
such Series 2022-5 Noteholder (or Series 2022-5 Note Owner, as the case may be) in trust for the benefit of, and shall be paid
forthwith over and delivered to, the Trustee for application consistent with the preceding sections of this Article VIII
(Subordination of Notes).
ARTICLE IX
GENERAL
Section 9.1 Optional Redemption of the Series 2022-5 Notes.
(a) n any Business Day prior to the Expected Final Payment Date, HVF III may, at its option, redeem
any Class of Class A/B/C/D Notes (such date, with respect to such Class of Notes, the “Redemption Date”), in whole but not in
part, at a redemption price equal to 100% of the outstanding Principal Amount thereof plus any Make-Whole Premium
(including accrued and unpaid Class Interest Amount with respect to such Class through such Redemption Date based upon the
number of days of unpaid interest divided by 360) due with respect to such Class as of such Redemption Date, each of which
amounts shall be payable in accordance with Section 5.4 (Application of Funds in the Series 2022-5 Principal Collection
Account); provided that no Class of Class A/B/C/D Notes may be redeemed pursuant to the foregoing if any Senior Class of
Series 2022-5 Notes with respect to such Class of Series 2022-5 Notes would remain outstanding immediately after giving
effect to such redemption; provided, however, the foregoing restriction on redemption in order of priority shall not be deemed
to limit any transaction that results in the exchange or refinancing of a Class of Class A/B/C/D Notes.
(b) If HVF III elects to redeem any Class of Series 2022-5 Notes pursuant to Sections 9.1(a) (Optional
Redemption of the Series 2022-5 Notes), then HVF III shall notify the Trustee in writing at least seven (7) days prior to the
intended date of redemption of (i) such intended date of redemption (which may be an estimated date, confirmed to the Series
2022-5 Noteholders no later than three (3) Business Days prior to the date of redemption), and (ii) the applicable Class of
Series 2022-5 Notes subject to redemption and the CUSIP number with respect to such Class. Upon receipt of a notice of
redemption from HVF III, the Trustee shall give notice of such redemption to the Series 2022-5 Noteholders of the Class of
Series 2022-5 Notes to be redeemed. Such notice by the Trustee shall be given not less than three (3) days prior to the
intended date of redemption.
Section 9.2 Information.
(a) On or before 12:00 p.m. eastern standard time of the fourth Business Day prior to each Payment
Date (unless otherwise agreed to by the Trustee), HVF III shall furnish to the Trustee a Monthly Noteholders’ Statement with
respect to the Series 2022-5 Notes setting forth the information set forth on Schedule II (Monthly Noteholders’ Statement
Information) hereto (including reasonable detail of the materially constituent terms thereof, as determined by HVF III) in any
reasonable format.
(b) Upon any amendment to any of the Series 2022-5 Related Documents, HVF III shall, not more
than five (5) Business Days thereafter, provide the amended version of such Series 2022- 5 Related Document to the Trustee,
nd
and the Trustee shall furnish a copy of such amended Series 2022-5 Related Document no later than the second (2 )
succeeding Business Day following such receipt by the Trustee, which obligation to furnish shall be deemed satisfied upon the
Trustee’s posting, or causing to be posted, such amended Series 2022-5 Related Document to the website specified in clause
(a) above (or any successor or replacement website, in accordance with such clause (a)).
Section 9.3 Confidentiality. The Trustee and each Series 2022-5 Note Owner agrees, by its acceptance and holding of a
beneficial interest in a Series 2022-5 Note, that it shall not disclose any Confidential Information to any Person without the prior
written consent of HVF III, which such consent must be evident in a writing signed by an Authorized Officer of HVF III, other
than (a) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates
who agree to hold confidential the Confidential Information; (b) such person’s financial advisors and other professional advisors
who agree to hold confidential the Confidential Information; (c) any other Series 2022-5 Note Owner; (d) any person of the type
that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2022-5 Notes in accordance with the
requirements of this Series 2022-5 Supplement to which such person sells or offers to sell any such interest in the Series 2022-5
Notes or any part thereof and that agrees to hold confidential the Confidential Information in accordance with this Series 2022-5
Supplement; (e) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person;
(f) the National Association of Insurance Commissioners or any similar organization, or any nationally-recognized rating agency
that requires access to information about the investment portfolio or such person; (g) any reinsurers or liquidity or credit
providers that agree to hold confidential the Confidential Information; (h) any other person with the consent of HVF III; or (i)
any other person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law,
rule, regulation, statute or order applicable to such person, (B) in response to any subpoena or other legal process upon prior
notice to HVF III (unless prohibited by applicable law or other requirement having the force of law), (C) in connection with any
litigation to which such person is a party upon prior notice to HVF III (unless prohibited by applicable law or other requirement
having the force of law) or (D) if an Amortization Event with respect to the Series 2022-5 Notes has occurred and is continuing,
to the extent such person may reasonably determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Series 2022-5 Notes, this Series 2022-5 Supplement or
any other document relating to the Series 2022-5 Notes.
Section 9.4 Ratification of Base Indenture. As supplemented by this Series 2022-5 Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by this Series 2022-5 Supplement shall be read,
taken, and construed as one and the same instrument (except as otherwise specified herein).
Section 9.5 Notice to the Rating Agencies. The Trustee shall provide to each Rating Agency a copy of each notice to the
Series 2022-5 Noteholders delivered to the Trustee pursuant to this Series 2022- 5 Supplement or any other Related Document.
The Trustee shall provide notice to each Rating Agency of any consent by the Series 2022-5 Noteholders to the waiver of the
occurrence of any Amortization Event with respect to the Series 2022-5 Notes. HVF III will provide each Rating Agency rating
the Series 2022- 5 Notes with a copy of any operative Manufacturer Program upon written request by such Rating Agency.
Section 9.6 Third Party Beneficiary. Nothing in this Series 2022-5 Supplement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto and their successors and assigns expressly permitted herein) any legal or
equitable right, remedy or claim under or by reason of this Series 2022-5 Supplement.
Section 9.7 Execution in Counterparts; Electronic Execution . This Series 2022-5 Supplement may be executed in any
number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or
DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart signature page of this Series 2022-5 Supplement by
facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Series
2022-5 Supplement and shall have the same legal validity and enforceability as a manually executed signature to the fullest
extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an
authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will
be binding on all parties hereto to the same extent as if it were manually executed.
Section 9.8 Governing Law. THIS SERIES 2022-5 SUPPLEMENT, AND ALL MATTERS ARISING OUT OF OR
RELATING TO THIS SERIES 2022-5 SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE
INTERNAL LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.
Section 9.9 Amendments. This Series 2022-5 Supplement may be amended or modified, and any provision may be
waived, in accordance with the following paragraphs of this Section 9.9 (Amendments):
(a) Without the Consent of the Series 2022-5 Noteholders . Without the consent of any Series 2022-5
Noteholder, HVF III and the Trustee, at any time and from time to time, may enter into one or more amendments,
modifications or waivers, in form satisfactory to the Trustee, for any of the following purposes:
(i) to add to the covenants of HVF III for the benefit of any Series 2022-5 Noteholder or to surrender
any right or power herein conferred upon HVF III (provided, however, that HVF
III shall not pursuant to this Section 9.9(a)(i) (Without Consent of the Noteholders) surrender any right or power it has under any
Related Document other than to the Trustee or the Series 2022-5 Noteholders);
contained in any Series Supplement or in any Notes issued thereunder;
(ii) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision
Series 2022-5 Notes;
(iii) to provide for uncertificated Series 2022-5 Notes in addition to certificated
(iv) to add to or change any of the provisions of this Series 2022-5 Supplement
to such extent as shall be necessary to permit or facilitate the issuance of Series 2022-5 Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(v) to conform this Series 2022-5 Supplement to the terms of the offering document(s) for the Series
2022-5 Notes;
(vi) to correct or supplement any provision in this Series 2022-5 Supplement which may be
inconsistent with any other provision herein or in the Base Indenture or to make any other provisions with respect to matters or
questions arising under this Series 2022-5 Supplement or in the Base Indenture;
(vii) to evidence and provide for the addition of medium-duty trucks in the Indenture Collateral and/or
the Series Collateral; and
2022-5 Noteholders;
(viii) to effect any other amendment that does not materially adversely affect the interests of the Series
provided, however, that (i) as evidenced by an Officer’s Certificate of HVF III, such action shall not materially adversely affect
the interests of the Series 2022-5 Noteholders, (ii) any amendment or modification shall not be effective until the Series 2022-5
Rating Agency Condition has been satisfied with respect to such amendment or modification (unless 100% of the Series 2022-5
Noteholders have consented thereto) and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution.
(b)With the Consent of the Majority Series 2022-5 Noteholders . Except as provided in Section 9.9(a)
(Amendments) or Section 9.9(c) (Amendments), this Series 2022-5 Supplement may from time to time be amended, modified
or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF III, the Trustee
and the Majority Series 2022-5 Noteholders, (ii) in the case of an amendment or modification, the Series 2022-5 Rating
Agency Condition is satisfied (unless otherwise consented to in writing by 100% of the Series 2022-5 Noteholders) with
respect to such amendment or modification and (iii) HVF III shall provide each Rating Agency notice of such amendment or
modification promptly after its execution; provided that, with respect to any such amendment, modification or waiver that does
not adversely affect in any material respect one or more Classes, Subclasses and/or Tranches of the Series 2022-5 Notes, as
evidenced by an Officer’s Certificate of HVF III, each such Class, Subclass and/or Tranche will be deemed not Outstanding
for purposes of the consent required pursuant to clause (i) of this Section
9.9(b) (Amendments) (and the calculation of the Majority Series 2022-5 Noteholders (including the Aggregate Principal
Amount) will be modified accordingly); provided, further, that the consent of any Series 2022-5 Noteholder shall not be
required to provide for the issuance of any Class E Notes in accordance with Section 9.18 (Issuance of Class E Notes), subject
to the satisfaction of the Series 2022-5 Rating Agency Condition with respect to such amendment or modification;
(c) With the Consent of 100% of the Series 2022-5 Noteholders. Notwithstanding the foregoing
Sections 9.9(a) and (b) (Amendments), without the consent of 100% of the Series 2022-5
Noteholders affected by such amendment, modification or waiver, no amendment, modification or waiver (other than any waiver
effected pursuant to Section 7.1 (Amortization Events) shall:
(i) amend or modify the definition of “Majority Series 2022-5 Noteholders” or Section 2.5 (Required Series
Noteholders) in this Series 2022-5 Supplement or otherwise reduce the percentage of Series 2022-5 Noteholders whose
consent is required to take any particular action hereunder;
(ii) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Series 2022-5 Note (or reduce the principal amount of or rate of interest on any Series 2022-5 Note or
otherwise change the manner in which interest is calculated); or
(iii) amend or modify Section 2.1(a) (Initial Issuance on the Series 2022-5 Closing Date ) , Section 4.1
(Granting Clause), Section 5.3 (Application of Funds in the Series 2022-5 Interest Collection Account ) , Section 5.4
(Application of Funds in the Series 2022-5 Principal Collection Account), Section 5.5 (Class A/B/C/D Reserve Account
Withdrawals), Section 7.1 (Amortization Events) (other than pursuant to any waiver effected pursuant to Section 7.1
(Amortization Events) of this Series 2022-5 Supplement), Section 9.9(a), (b) or (c) (Amendments) or Section 9.19
(Trustee Obligations under the Retention Requirements ), or otherwise amend or modify any provision relating to the
amendment or modification of this Series 2022-5 Supplement or that pursuant to the Series 2022-5 Related Documents
expressly requires the consent of 100% of the Series 2022-5 Noteholders or each Series 2022-5 Noteholder affected by
such amendment or modification;
(d)Series 2022-5 Supplemental Indentures. Each amendment or other modification to this Series 2022-
5 Supplement shall be set forth in a Series 2022-5 Supplemental Indenture. The initial effectiveness of each Series 2022-5
Supplemental Indenture shall be subject to the delivery to the Trustee of an Opinion of Counsel (which may be based on an
Officer’s Certificate) that such Series 2022-5 Supplemental Indenture is authorized or permitted by this Series 2022-5
Supplement.
(e) The Trustee to Sign Amendments, etc. The Trustee shall sign any Series 2022- 5 Supplemental
Indenture authorized or permitted pursuant to this Section 9.9 (Amendments) if such Series 2022-5 Supplemental Indenture
does not adversely affect the rights, duties, liabilities or immunities of the Trustee, and if such Series 2022-5 Supplemental
Indenture does adversely affect the rights, duties, liabilities or immunities of the Trustee, then the Trustee may, but need not,
sign it. In signing such Series 2022-5 Supplemental Indenture, the Trustee shall be entitled to receive, if requested, and,
subject to Section 7.2 (Limited Liability Company and Governmental Authorization ) of the Base Indenture, shall be fully
protected in relying upon, an Officer’s Certificate of HVF III and an Opinion of Counsel (which may be based on an Officer’s
Certificate) as conclusive evidence that such Series 2022-5 Supplemental Indenture is authorized or permitted by this Section
9.9 (Amendments) and that all conditions precedent specified in this Section 9.9 (Amendments) have been satisfied, and that it
will be valid and binding upon HVF III in accordance with its terms.
(f) Consent to Substance. It shall not be necessary for the consent of any Person pursuant to Section
9.9(a) (Amendments) or Section 9.9(b) (Amendments) for such Person to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such Person consents to the substance thereof.
Section 9.10 Administrator to Act on Behalf of HVF III . Pursuant to the Administration Agreement, the Administrator
has agreed to provide certain services to HVF III and to take certain actions on behalf of HVF III, including performing or
otherwise satisfying any action, determination, calculation, direction, instruction, notice, delivery or other performance
obligation, in each case, permitted or required
by HVF III pursuant to this Series 2022-5 Supplement. Each Noteholder by its acceptance of a Note and the Trustee by its
execution hereof, hereby consents to the provision of such services and the taking of such action by the Administrator in lieu of
HVF III and hereby agrees that HVF III’s obligations hereunder with respect to any such services performed or action taken shall
be deemed satisfied to the extent performed or taken by the Administrator and to the extent so performed or taken by the
Administrator shall be deemed for all purposes hereunder to have been so performed or taken by HVF III; provided, that for the
avoidance of doubt, none of the foregoing shall create any payment obligation of the Administrator or relieve HVF III of any
payment obligation hereunder; provided, further, that if an Amortization Event with respect to the Series 2022-5 Notes has
occurred and is continuing or if a Limited Liquidation Event of Default has occurred and the Administrator has failed to take any
action on behalf of HVF III that HVF III is required to take pursuant to the this Series 2022-5 Supplement, all or any
determinations, calculations, directions, instructions, notices, deliveries or other actions required to be effected by HVF III or the
Administrator hereunder may be effected or directed by the Majority Series 2022-5 Noteholders or any appointed agent or
representative thereof, and HVF III shall, and shall cause the Administrator to, provide reasonable assistance in furtherance of
the foregoing, and the Trustee shall follow any such direction as if delivered by the Administrator or by the Administrator on
behalf of HVF III, in each case to the extent such direction is consistent with this Series 2022-5 Supplement and the Related
Documents.
Section 9.11 Successors. All agreements of HVF III in this Series 2022-5 Supplement and with respect to the Series
2022-5 Notes shall bind its successor; provided, however, except as provided in Section 9.9 (Amendments), HVF III may not
assign its obligations or rights under this Series 2022-5 Supplement or any Series 2022-5 Note. All agreements of the Trustee in
this Series 2022-5 Supplement shall bind its successor.
Section 9.12 Termination of Series Supplement . This Series 2022-5 Supplement shall cease to be of further effect when
(i) all Outstanding Series 2022-5 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2022-5 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) HVF III has paid all sums
payable hereunder, and (iii) the Class A/B/C/D Demand Note Payment Amount is equal to zero or the Class A/B/C/D Letter of
Credit Liquidity Amount is equal to zero.
Section 9.13 Electronic Execution. This Series 2022-5 Supplement may be transmitted and/or signed in accordance with
Section 9.7 (Execution in Counterparts, Electronic Execution) hereto.
Section 9.14 Additional UCC Representations. Without limiting any other representation or warranty given by HVF III
in the Base Indenture, HVF III hereby makes the representations and warranties set forth below in this Section 9.14 (Additional
UCC Representations) for the benefit of the Trustee and the Series 2022-5 Noteholders, in each case, as of the date hereof.
(a) General.
(i) The Series 2022-5 Supplement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Class A/B/C/D Demand Note and all of its proceeds (the “Series Collateral”) in favor of the Trustee for
the benefit of the Series 2022-5 Noteholders and in the case of each of clause (a) and (b) is prior to all other Liens on such
Indenture Collateral and Series Collateral, as applicable, except for Series 2022-5 Permitted Liens, respectively, and is
enforceable as such against creditors and purchasers from HVF III.
(ii) HVF III owns and has good and marketable title to the Indenture Collateral and the Series
Collateral free and clear of any lien, claim, or encumbrance of any Person, except for Series 2022-5 Permitted Liens,
respectively.
( b ) Characterization. The Class A/B/C/D Demand Note constitutes an “instrument” within the
meaning of the applicable UCC and (b) all Manufacturer Receivables constitute “accounts” or “general intangibles” within the
meaning of the applicable UCC.
(c) Perfection by Filing. HVF III has caused or will have caused, within ten (10) days after the Series
2022-5 Closing Date, 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 any accounts and general intangibles included in
the Series Collateral granted to the Trustee.
evidence the Class A/B/C/D Demand Note have been delivered to the Trustee.
(d) Perfection by Possession. All original copies of the Class A/B/C/D Demand Note that constitute or
(e) Priority.
(i) Other than the security interest granted to the Trustee pursuant to the Series 2022-5 Supplement,
HVF III has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any of the Series Collateral.
HVF III has not authorized the filing of and is not aware of any financing statements against HVF III that include a description
of collateral covering the Series Collateral, other than any financing statement relating to the security interests granted to the
Trustee, as secured party under the Series 2022-5 Supplement, respectively, or that has been terminated. HVF III is not aware of
any judgment or tax lien filings against HVF III.
been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
(ii) The Class A/B/C/D Demand Note does not contain any marks or notations indicating that it has
Section 9.15 Notices. Unless otherwise specified herein, all notices, requests, instructions and demands to or upon any
party hereto to be effective shall be given (i) in the case of HVF III and the Trustee, in the manner set forth in Section 13.1
(Notices) of the Base Indenture, and (ii) in the case of the Administrator, unless otherwise specified by the Administrator by
notice to the respective parties hereto, in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), e-mail, facsimile or overnight air courier guaranteeing next day delivery, to:
The Hertz Corporation 8501 Williams Road
Estero, Florida 33928
Attention: Treasury Department / General Counsel Phone: [*]
Fax: [*]
E-mail: [*]
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 e-mail or facsimile shall
be deemed given on the date of delivery of such notice if received before 12:00 noon ET or the next Business Day if received at
or after 12:00 noon ET, and (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date
that such notice is delivered to such overnight courier.
Section 9.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (i) submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of
the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to the Base Indenture, this Series 2022-5 Supplement, the Series 2022-5 Notes or the
transactions contemplated hereby, or for recognition or enforcement of any judgment arising out of or relating to the
Base Indenture, this Series 2022-5 Supplement, the Series 2022-5 Notes or the transactions contemplated hereby; (ii) agrees that
all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any
such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of
venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or
proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; and (v) consents to service of
process in the manner provided for notices in Section 9.15 (Notices) (provided that, nothing in this Series 2022-5 Supplement
shall affect the right of any such party to serve process in any other manner permitted by law).
Section 9.17 Waiver of Jury Trial . EACH OF THE PARTIES HERETO 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 THE BASE INDENTURE, THIS SERIES 2022-5
SUPPLEMENT, THE SERIES 2022- 5 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 9.18 Issuance of Class E Notes. No Class E Notes shall be issued on the Series 2022-5 Closing Date. On any
date during the Series 2022-5 Revolving Period, HVF III may issue Class E Notes, subject only to the satisfaction of the
following conditions precedent:
(a) HVF III and the Trustee shall have entered into an amendment to this Series 2022-5 Supplement
providing (a) that the Class E Notes will bear a fixed rate of interest, determined on or prior to the Class E Notes Closing Date,
(b) that the expected final payment date for the Class E Notes will be the Expected Final Payment Date, (c) that the principal
amount of the Class E Notes will be due and payable on the Legal Final Payment Date, (d) Class Controlled Amortization
Amount with respect to the Class E Notes will be the Series 2022-5 Controlled Amortization Period and (e) payment
mechanics with respect to the Class E Notes substantially similar to those with respect to the Class A/B/C/D Notes (other than
as set forth below) and such other provisions with respect to the Class E Notes as may be required for such issuance;
(b) 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 proposed closing date for the issuance of the Class E Notes (such
closing date, the “Class E Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class E Notes specified
in such Company Request (such specified Class E Notes, the “Proposed Class E Notes”):
(c) The Trustee shall have received a Company Order authorizing and directing the authentication and
delivery of the Proposed Class E Notes, by the Trustee and specifying the designation of each such Proposed Class E Notes,
the Class E Initial Principal Amount (or the method for calculating the Class E Initial Principal Amount) of such Proposed
Class E Notes to be authenticated and the Note Rate with respect to such Proposed Class E Notes;
Closing Date to the effect that:
(d) The Trustee shall have received an Officer’s Certificate of HVF III dated as of the Class E Notes
(i) no Amortization Event with respect to the Series 2022-5 Notes, Series 2022-5 Liquidation Event,
Aggregate Asset Amount Deficiency, or Class A/B/C/D Liquid Enhancement Deficiency is then continuing or will occur
as a result of the issuance of such Proposed Class E Notes;
(ii) all conditions precedent provided in this Series 2022-5 Supplement with respect to the
authentication and delivery of such Proposed Class E Notes have been complied with or waived; and
(iii) the issuance of such Proposed Class E Notes and any related amendments to this Series 2022-5
Supplement and any Series 2022-5 Related Documents will not reduce the availability of the Class A/B/C/D Liquid
Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes;
connection with the issuance of the Proposed Class E Notes may provide for:
(e) No amendments to this Series 2022-5 Supplement or any Series 2022-5 Related Documents in
(i) the application of amounts available under the Class A/B/C/D Letters of Credit or the Class
A/B/C/D Reserve Account to support the payment of interest on or principal of the Class E Notes while any of the Class
A/B/C/D Notes remain outstanding;
(ii) payment of interest to any Class E Notes on any Payment Date until all interest due on the Class
A/B/C/D Notes on such Payment Date has been paid, provided, that such amendment may provide for the provision of
demand notes, irrevocable letters of credit and/or the establishment of a reserve account, in each case solely for the
benefit of the Class E Noteholders, and any amounts available thereunder or therein may be applied to pay interest on
the Class E
Notes on any Payment Date notwithstanding that interest may not be paid in full on any of the Class A/B/C/D Notes on
such Payment Date, subject only to the requirement that such amendment may not reduce the availability of the Class
A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of the Class A/B/C/D Notes in
any material respect;
(iii) during the Series 2022-5 Rapid Amortization Period, payment of principal of the Class E Notes
until the principal amount of the Class A/B/C/D Notes has been paid in full, unless such payment is made with proceeds
of incremental enhancement provided solely for the benefit of the Class E Notes;
(iv) any incremental voting rights in respect of the Class E Notes, for so long as any Class A/B/C/D
Notes remain outstanding, other than (x) with respect to amendments to the Base Indenture or this Series 2022-5
Supplement that expressly require the consent of each Noteholder or Series 2022-5 Noteholder, as the case may be,
materially adversely affected thereby or (y) with respect to amendments to this Series 2022-5 Supplement, any
amendment that relates solely to the Class E Notes (as evidenced by an Officer’s Certificate of HVF III); or
(v) the addition of any Amortization Event with respect to the Series 2022-5 Notes other than those
related to payment defaults on the Class E Notes similar to those in respect of the Class A/B/C/D Notes and credit
enhancement or liquid enhancement deficiencies in respect of the credit enhancement or liquid enhancement solely
supporting the Class E Notes similar to those in respect of the Class A/B/C/D Notes;
(f) The Trustee shall have received Opinions of Counsel (which, as to factual matters, may be based
upon an Officer’s Certificate of HVF III) substantially similar to those received in connection with the initial issuance of the
Class A/B/C/D Notes substantially to the effect that:
(i) the issuance of the Proposed Class E Notes will not adversely affect the
U.S. federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon an
Opinion of Counsel) characterized as indebtedness for U.S. federal income tax purposes at the time of their issuance and
HVF III will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes as a result of such issuance;
(ii) all conditions precedent provided for in this Section 9.18 (Issuance of Class E Notes) of this Series
2022-5 Supplement with respect to the issuance of the Proposed Class E Notes have been complied with or waived; and
(iii) the Proposed Class E Notes, when executed, authenticated and delivered by the Trustee, and
issued by HVF III in the manner and paid for and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of HVF III, enforceable against HVF III in accordance with their terms, subject,
in the case of enforcement, to normal qualifications regarding bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and to general principles of equity; and
(g) The Series 2022-5 Rating Agency Condition shall have been satisfied with respect to the issuance
of the Proposed Class E Notes and the execution of any related amendments to this Series 2022-5 Supplement and/or any other
Series 2022-5 Related Document.
Section 9.19 Trustee Obligations under the Retention Requirements. In no event shall the Trustee have any
responsibility to monitor compliance with or enforce compliance with credit risk retention requirements for asset-backed
securities or other rules or regulations relating to risk retention. The Trustee shall not be charged with knowledge of such rules,
nor shall it be liable to any Series 2022-5 Noteholder or any other party for violation of such rules now or hereafter in effect.
Section 9.20 Amendment and Restatement; No Novation. This Series 2022-5 Supplement shall constitute an amendment
and restatement, but not a novation, of the Original Series 2022-5 Supplement. The execution and delivery of this Series 2022-5
Supplement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not
constitute, a novation of either (i) the obligations and liabilities of HVF III under the Original Series 2022-5 Supplement, or (ii)
the grant of
a security interest in the collateral described under the Original Series 2022-5 Supplement made by HVF III to the Trustee. Each
of the parties hereto hereby affirms, ratifies, confirms, renews, extends, continues and brings forward the grant of security
interest and pledge in the Original Series 2022-5 Supplement and agrees that the liens in the collateral described therein shall
continue without any diminution thereof and shall remain in full force and effect as valid, binding, and enforceable liens on or
after the date of this Series 2022-5 Supplement. The parties hereto reaffirm all UCC financing statements and continuation
statements and amendments thereof filed and all other filings and recordations made in respect of the collateral described in the
Original Series 2022-5 Supplement and the liens and security interests granted thereunder and under this Series 2022-5
Supplement and acknowledge that such filings and recordations were and remain authorized and effective on and after the date
hereof.
IN WITNESS WHEREOF, HVF III, the Trustee and the Administrator have caused this Series 2022-5
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.
HERTZ VEHICLE FINANCING III LLC, as Issuer
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: President and Treasurer
THE HERTZ CORPORATION, as Administrator
By: /s/ Mark E. Johnson
Name: Mark E. Johnson
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By: /s/ Mitchell L. Brumwell
Name: Mitchell L. Brumwell
Title: Vice President
2022-5 SUPPLEMENT
SCHEDULE I TO THE SERIES
DEFINITIONS LIST
“144A Global Notes” has the meaning specified in Section 2.1(e) (Issuance—144A Global Notes) of this Series
2022-5 Supplement.
Supplement.
“Amended Series 2022-5 Supplement ” has the meaning specified in the Preamble to this Series 2022-5
this Series 2022-5 Supplement.
“Applicable Procedures” has the meaning specified in Section 2.2(e) (Transfer Restrictions for Global Notes ) of
“Base Indenture” has the meaning specified in the Preamble. “Base Rent” has the
meaning specified in the Lease.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to
Title I of ERISA, (ii) any “plan” (as defined in Section 4975(E)(1) of the Code) that is subject to Section 4975 of the Code or
(iii) any entity deemed to hold the “assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section
2510.3-101, as modified by Section 3(42) of ERISA, or otherwise under ERISA).
“Blackbook Guide” has the meaning specified in the Lease.
successors and assigns.
“BNY” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its
C Notes, the Class D Notes or, if issued, the Class E Notes.
“Class” means a class of the Series 2022-5 Notes, which may be the Class A Notes, the Class B Notes, the Class
“Class A Deficiency Amount” means the Class Deficiency Amount for the Class A Notes. “ Class A Global Note”
means a Class A Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class A Notes.
“Class A Monthly Interest Amount” means, with respect to any Series 2022-5 Interest
Note Register.
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the
“Class A Notes” means any one of the Series 2022-5 Fixed Rate Rental Car Asset Backed
Notes, Class A, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1
or Exhibit A-1-2 to this Series 2022-5 Supplement.
Amount for the Class A Notes.
“Class A Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
collectively.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes,
“Class A/B/C/D Adjusted Liquid Enhancement Amount” means, as of any date of
determination, the Class A/B/C/D Liquid Enhancement Amount, as of such date, excluding from the
calculation thereof the amount available to be drawn under any Class A/B/C/D Defaulted Letter of Credit, as of such date.
“Class A/B/C/D Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Class A/B/C/D Principal Amount as of such date over (B) the Series 2022-5 Principal Collection Account Amount as of such
date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount ” means, as of any date of determination, the
amount of cash on deposit in and Permitted Investments credited to the Class A/B/C/D L/C Cash Collateral Account as of such
date.
cash on deposit in and Permitted Investments credited to the Class A/B/C/D Reserve Account as of such date.
“Class A/B/C/D Available Reserve Account Amount ” means, as of any date of determination, the amount of
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a
Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form of
Annex C to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Termination Demand” means a certificate substantially in the form of Annex D to
a Class A/B/C/D Letter of Credit.
Annex B to Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D Letter
of Credit that, as of such date, an Authorized Officer of the Administrator has actual knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in accordance with its terms
or otherwise as expressly permitted in such Class A/B/C/D Letter of Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit Provider of such
Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter of Credit or such
Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon made in accordance with the terms thereof,
or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30) consecutive days
with respect to the Class A/B/C/D Letter of Credit Provider of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit B-
2 to this Series 2022-5 Supplement.
“Class A/B/C/D 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 Class A/B/C/D Demand Note that were deposited into the
Series 2022-5 Distribution Account and paid to the Series 2022- 5 Noteholders during the one (1) 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 III
(or any payee of HVF III) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any withdrawal
from any Class A/B/C/D L/C 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 sixty (60) consecutive days) with
respect to Hertz shall have occurred on or before such date of determination, the Class A/B/C/D 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 Class A/B/C/D 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.
and Class A/B/C/D Demand Notes) of this Series 2022-5 Supplement.
“Class A/B/C/D Demand Notice” has the meaning specified in Section 5.6(c) (Class A/B/C/D Letters of Credit
“Class A/B/C/D Disbursement” shall mean any Class A/B/C/D L/C Credit Disbursement, any Class A/B/C/D
L/C Preference Payment Disbursement, any Class A/B/C/D L/C Termination Disbursement or any Class A/B/C/D L/C Unpaid
Demand Note Disbursement under the Class A/B/C/D Letters of Credit or any combination thereof, as the context may require.
Credit and Class A/B/C/D Demand Notes) of this Series 2022-5 Supplement.
“Class A/B/C/D Downgrade Event” has the meaning specified in Section 5.8(b) (Class A/B/C/D Letters of
Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-5 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount ” has the meaning specified in Section 5.8(b) (Class A/B/C/D
A/B/C/D Letters of Credit and Class A/B/C/D Demand Notes) of this Series 2022-5 Supplement.
“Class A/B/C/D Downgrade Withdrawal Amount Notice ” has the meaning specified in Section 5.8(b) (Class
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the
related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating (or the equivalent thereof)
from Moody’s and Moody’s is rating any Class of Series 2022-5 Notes at such time, then a long-term senior unsecured debt
rating (or the equivalent thereof) from Moody’s of at least “A1”, (ii) if such Person has a short-term senior unsecured debt credit
rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2022-5 Notes at such time, then a
short-term senior unsecured debt credit rating (or the equivalent thereof) from Moody’s of at least “P-1”, (iii) if such Person has
a long-term issuer default rating from Fitch and Fitch is rating any Class of Series 2022-5 Notes at such time, then a long-term
issuer default rating from Fitch of at least “A” and (iv) if such Person has a short-term issuer default rating from Fitch and Fitch
is rating any Class of Series 2022- 5 Notes at such time, then a short-term issuer default rating from Fitch of at least “F1”.
“Class A/B/C/D L/C Cash Collateral Account ” has the meaning specified in Section 4.2(a)(ii) (Series 2022-5
Accounts) of this Series 2022-5 Supplement.
respect to the Class A/B/C/D L/C Cash Collateral Account.
“Class A/B/C/D L/C Cash Collateral Account Collateral ” means the Series 2022-5 Account Collateral with
“Class A/B/C/D L/C Cash Collateral Account Surplus ” means, with respect to any Payment Date, the lesser of
(a) the Class A/B/C/D Available L/C Cash Collateral Account Amount and (b) the excess, if any, of the Class A/B/C/D Adjusted
Liquid Enhancement Amount over the Class A/B/C/D Required Liquid Enhancement Amount on such Payment Date.
“Class A/B/C/D L/C Cash Collateral Percentage ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such
date and the denominator of which is the Class A/B/C/D Letter of Credit Liquidity Amount as of such date.
pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of Credit
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D Letter
of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
“Class A/B/C/D L/C Termination Disbursement ” means an amount drawn under a Class A/B/C/D Letter of
Credit pursuant to a Class A/B/C/D Certificate of Termination Demand.
Letter of Credit pursuant to a Class A/B/C/D Certificate of Unpaid Demand Note Demand.
“Class A/B/C/D L/C Unpaid Demand Note Disbursement” means an amount drawn under a Class A/B/C/D
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form of Exhibit F
to this Series 2022-5 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit Provider in favor of the Trustee for the
benefit of the Series 2022-5 Noteholders or (ii) if issued after the Series 2022-5 Closing Date and not substantially in the form of
Exhibit F to this Series 2022-5 Supplement, that satisfies the Series 2022-5 Rating Agency Condition.
“Class A/B/C/D 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 as of such date under the Class A/B/C/D Letters of Credit, as specified therein, and
(ii) if the Class A/B/C/D L/C Cash Collateral Account has been established and funded pursuant to Section 4.2(a)(ii) (Series
2022-5 Accounts), the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date and (b) the aggregate
undrawn principal amount of the Class A/B/C/D Demand Note as of such date.
“Class A/B/C/D Letter of Credit Expiration Date” means, with respect to any Class A/B/C/D Letter of Credit,
the expiration date set forth in such Class A/B/C/D Letter of Credit, as such date may be extended in accordance with the terms
of such Class A/B/C/D Letter of Credit.
“Class A/B/C/D Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of Credit, as specified therein, and (b)
if a Class A/B/C/D L/C Cash Collateral Account has been established pursuant to Section 4.2(a)(ii) (Series 2022-5 Accounts),
the Class A/B/C/D Available L/C Cash Collateral Account Amount as of such date.
Credit.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of
“Class A/B/C/D Liquid Enhancement Amount” means, as of any date of determination, the
sum of (a) the Class A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account Amount as
of such date.
Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount as of such date.
“Class A/B/C/D Liquid Enhancement Deficiency ” means, as of any date of determination, the Class A/B/C/D
“Class A/B/C/D Notes” means the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes,
collectively.
Credit.
“Class A/B/C/D Notice of Reduction” means a notice in the form of Annex E to a Class A/B/C/D Letter of
“Class A/B/C/D Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal Amount, in each case, as of
such date.
“Class A/B/C/D Principal Deficit Amount ” means, on any date of determination, the excess, if any, of (a) the
Class A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2022- 5 Asset Amount on such date; provided,
however, the Class A/B/C/D 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 by it under the Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount
on such date over (y) the sum of (1) the Series 2022-5 Asset Amount on such date and (2) the lesser of (a) the Class A/B/C/D
Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid Enhancement Amount on such date.
March 25, 2022, by and among HVF III, Hertz and Barclays Capital Inc.,
“Class A/B/C Purchase Agreement ” means the Purchase Agreement in respect of the Class A/B/C Notes, dated
Deutsche Bank Securities Inc., Citizens Capital Markets, Inc. and Credit Agricole Securities (USA) Inc., as initial purchasers of
the Class A/B/C Notes.
“Class A/B/C/D Required Liquid Enhancement Amount ” means, as of any date of determination, an amount
equal to the product of (a) 2.75% and (b) the Class A/B/C/D Adjusted Principal Amount as of such date.
“Class A/B/C/D Required Reserve Account Amount ” means, with respect to any date of determination, an
amount equal to the greater of:
(a) the excess, if any, of
(i) the Class A/B/C/D Required Liquid Enhancement Amount over
(ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of such date,
excluding from the calculation of such excess the amount available to be drawn under any Class
A/B/C/D Defaulted Letter of Credit as of such date, and:
(b) the excess, if any, of:
(i) the Series 2022-5 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class
A/B/C/D Available Reserve Account Amount) over
(ii) the Series 2022-5 Asset Amount, in each case as of such date.
this Series 2022-5 Supplement.
“Class A/B/C/D Reserve Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-5 Accounts) of
Class A/B/C/D Reserve Account.
“Class A/B/C/D Reserve Account Collateral ” means the Series 2022-5 Account Collateral with respect to the
“Class A/B/C/D Reserve Account Deficiency Amount ” means, as of any date of determination, the excess, if
any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class A/B/C/D Available Reserve Account
Amount for such date.
“Class A/B/C/D Reserve Account Interest Withdrawal Shortfall ” has the meaning specified in Section 5.5(a)
(Class A/B/C/D Reserve Account Withdrawals) of this Series 2022-5 Supplement.
“Class A/B/C/D Reserve Account Surplus ” means, as of any date of determination, the excess, if any, of the
Class A/B/C/D Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date) over the Class A/B/C/D Required Reserve Account Amount, in each case, as of such date.
“Class B Deficiency Amount” means the Class Deficiency Amount for the Class B Notes. “ Class B Global
Note” means a Class B Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class B Notes.
“Class B Monthly Interest Amount” means, with respect to any Series 2022-5 Interest
Note Register.
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the
“Class B Notes” means any one of the Series 2022-5 Fixed Rate Rental Car Asset Backed
Notes, Class B, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1
or Exhibit A-2-2 to this Series 2022-5 Supplement.
Amount for the Class B Notes.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
“Class C Deficiency Amount” means the Class Deficiency Amount for the Class C Notes. “ Class C Global Note”
means a Class C Note that is a Regulation S Global Note or a 144A
Global Note.
Period, an amount equal to the Class Interest Amount for the Class C Notes.
“Class C Monthly Interest Amount” means, with respect to any Series 2022-5 Interest
Note Register.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the
“Class C Notes” means any one of the Series 2022-5 Fixed Rate Rental Car Asset Backed
Notes, Class C, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1
or Exhibit A-3-2 to this Series 2022-5 Supplement.
Amount of the Class C Notes.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to the Class Principal
“Class Carryover Controlled Amortization Amount ” means, with respect to any Payment Date during the Series
2022-5 Controlled Amortization Period and any Class of Series 2022-5 Notes, the amount, if any, by which the amount paid to
the Noteholders of such Class pursuant to Section 5.4(c) (Application of Funds in the Series 2022-5 Principal Collection
Account) on the previous Payment Date was less than the Class Controlled Distribution Amount for the previous Payment Date
for such Class.
“Class Controlled Amortization Amount ” means with respect to any Payment Date during the Series 2022-5
Controlled Amortization Period, for each Class, one-sixth of the Class Initial Principal Amount of such Class.
“Class Controlled Distribution Amount” means, with respect to any Payment Date and any Class of Series 2022-
5 Notes during the Series 2022-5 Controlled Amortization Period, an amount equal to the sum of the Class Controlled
Amortization Amount for such Class and such Payment Date and any Class Carryover Controlled Amortization Amount for such
Class and such Payment Date.
Supplement.
“Class D Amendments” has the meaning specified in the Preamble to this Series 2022-5
“Class D Deficiency Amount” means the Class Deficiency Amount for the Class D Notes. “ Class D Global Note”
means a Class D Note that is a Regulation S Global Note or a 144A Global Note.
“Class D Monthly Interest Amount” means, with respect to any Series 2022-5 Interest
Period, an amount equal to the Class Interest Amount for the Class D Notes.
Note Register.
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the
“Class D Notes” means any one of the Series 2022-5 Fixed Rate Rental Car Asset Backed
Notes, Class D, executed by HVF III and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1
or Exhibit A-4-2 to this Series 2022-5 Supplement.
“Class D Principal Amount” means the Class Principal Amount of the Class D Notes. “Class D Purchase
Agreement” means the Purchase Agreement in respect of the Original
Class D 144A Global Note, dated March 25, 2022, by and between HVF III and the Initial Class D Note Purchaser.
“Class D Regulation S Global Note” has the meaning specified in the Preamble of this Series 2022-5
Supplement.
Capital Inc.
“Class D Subsequent Initial Purchasers” means Deutsche Bank Securities Inc. and Barclays
“Class D Subsequent Issuance Date” means September 6, 2023.
“Class D Subsequent Purchase Agreement” means the Purchase Agreement in respect of
the Original Class D 144A Global Note, dated August 25, 2023, by and among HVF III, the Initial Class D Note Purchaser and
the Class D Subsequent Initial Purchasers.
Supplement.
“Class Deficiency Amount” has the meaning specified in Section 3.1 (Interest) of this Series 2022-5
“Class E Adjusted Asset Coverage Threshold Amount ” will have the meaning set forth in an amendment to this
Series 2022-5 Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-5
Supplement.
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-5 Supplement.
“Class E Initial Principal Amount” will have the meaning set forth in an amendment to this Series 2022-5
“Class E Monthly Interest Amount ” will have the meaning set forth in an amendment to this Series 2022-5
Supplement entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-5 Supplement.
into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022- 5 Supplement.
“Class E Note Rate” will have the meaning set forth in an amendment to this Series 2022- 5 Supplement entered
Note Register. Supplement.
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the Note Register.
“Class E Notes” has the meaning specified in the Preamble to this Series 2022-5 Supplement.
“Class E Notes Closing Date” has the meaning specified in Section 9.18(b) (Issuance of
Class E Notes) of this Series 2022-5 Supplement.
“Class E Principal Amount” will have the meaning set forth in an amendment to this Series 2022-5 Supplement
entered into in accordance with Section 9.18 (Issuance of Class E Notes) of this Series 2022-5 Supplement.
“Class Initial Principal Amount” means, for each Class of the Series 2022-5 Notes, the amount set forth in the
following table:
Class
Initial Principal Amount
A
$246,000,000
B
$38,267,000
C
$32,800,000
D
$47,377,000
“Class Interest Amount” means, for each Class of Notes for any Series 2022-5 Interest Period (a) with respect to
the initial Series 2022-5 Interest Period, an amount equal to the product of (i) the applicable Note Rate for such Class, (ii) the
Class Initial Principal Amount for such Class, and (iii) 30/360, and (b) with respect to each Series 2022-5 Interest Period
thereafter, an amount equal to sum of (i) the product of (A) one-twelfth of the applicable Note Rate for such Class, and (B) the
Class Principal Amount for such Class as of the first day of such Series 2022-5 Interest Period, after giving effect to any
principal payments made on such date, plus (ii) the aggregate amount of any unpaid Class Deficiency Amounts for such Class,
after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class
Deficiency Amounts at the applicable Note Rate for such Class).
“Class Principal Amount” means, when used with respect to Class and any date, an amount equal to (a) the Class
Initial Principal Amount with respect to such Class minus (b) the sum of the amount of principal payments made to the
Noteholders of such Class on or prior to such date minus (c) the principal amount of any Series 2022-5 Notes of such Class that
have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Series 2022-5
Note was issued on or prior to such date.
“Confidential Information” means information that Hertz or any Affiliate thereof (or any successor to any such
Person in any capacity) furnishes to a Noteholder or a Note Owner, but does not include any such information (i) that is or
becomes generally available to the public other than as a result of a disclosure by a Noteholder or a Note Owner or other Person
to which a Noteholder or a Note Owner delivered such information, (ii) that was in the possession of a Noteholder or a Note
Owner prior to its
being furnished to such Noteholder or Note Owner by Hertz or any Affiliate thereof; provided that, there exists no obligation of
any such Person to keep such information confidential, or (iii) that is or becomes available to a Noteholder or a Note Owner
from a source other than Hertz or an Affiliate thereof; provided that, such source is not (1) known, or would not reasonably be
expected to be known, to a Noteholder or a Note Owner to be bound by a confidentiality agreement with Hertz or any Affiliate
thereof, as the case may be, or (2) known, or would not reasonably be expected to be known, to a Noteholder or a Note Owner to
be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.
“Controlling Person” means a Person (other than a Benefit Plan) that has discretionary authority or control with
respect to the assets of HVF III or that provides investment advice for a fee (direct or indirect) with respect to such assets (or an
“affiliate” of such a Person (as defined in the Plan Assets Regulation)).
“Determination Date” means the date five (5) Business Days prior to each Payment Date. “ Disposition
Proceeds” means, with respect to each Non-Program Vehicle, the net
proceeds from the sale or disposition of such Non-Program Vehicle to any Person (other than any portion of such proceeds
payable by the Lessee thereof pursuant to the Lease).
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
“Equivalent Rating Agency Rating ” means, with respect to any Equivalent Rating Agency and any Person as of
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ Expected Final Payment
Date” means, with respect to the Series 2022-5 Notes, the
Payment Date in September 2027.
“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or
regulatory legislation, rules, guidelines or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.
“Final Base Rent” has the meaning specified in the Lease.
“First Amendment to the Series 2022-5 Supplement ” has the meaning specified in the Preamble to this Series
2022-5 Supplement.
Notes and the Class D Global Notes that are Regulation S Global Notes or 144A Global Notes.
“Global Notes” means, collectively, the Class A Global Notes, the Class B Global Notes, the Class C Global
“Initial Class D Note Purchaser” means The Hertz Corporation, in its capacity as the initial purchaser of the Class D
Notes pursuant to the Class D Purchase Agreement.
“Lease Payment Deficit Notice” has the meaning specified in Section 5.9(b) (Certain Instructions to the Trustee ) of
this Series 2022-5 Supplement.
2028.
“Legal Final Payment Date” means, with respect to the Series 2022-5 Notes, the Payment Date in September
“Majority Series 2022-5 Controlling Class” means (i) for so long as the Class A Notes are outstanding, Class A
Noteholders holding more than 50% of the principal amount of the Class A Notes, (ii) if no Class A Notes are outstanding, Class
B Noteholders holding more than 50% of the principal amount of the Class B Notes, (iii) if no Class A Notes or Class B Notes
are outstanding, Class C Noteholders holding more than 50% of the principal amount of the Class C Notes, (iv) if no Class A
Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of the principal amount of
the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding and (y) Class
E Notes have been issued and are outstanding, Class E Noteholders holding more than 50% of the principal amount of the Class
E Notes.
“Majority Series 2022-5 Noteholders” means Series 2022-5 Noteholders holding more than 50% of the Series
2022-5 Principal Amount (excluding any other Series 2022-5 Notes held by HVF III or any Affiliate of HVF III (other than
Series 2022-5 Notes held by an Affiliate Issuer)). The Majority Series 2022-5 Noteholders shall be the “Required Series
Noteholders” with respect to the Series 2022-5 Notes.
“Make-Whole End Date” means, with respect to the Series 2022-5 Notes, the date that is six months prior to the
commencement of the Series 2022-5 Controlled Amortization Period.
“Make-Whole Premium” means, with respect to any Class A/B/C/D Note on its related Redemption Date, (a) for
any Redemption Date occurring prior to the Make-Whole End Date the present value on such Redemption Date of all required
remaining scheduled interest payments due on such Class A/B/C/D Note on each Payment Date occurring prior to the Make-
Whole End Date (excluding accrued and unpaid interest through such Redemption Date), computed using a discount rate equal
to the Treasury Rate plus 0.25%, as calculated by HVF III (or by the HVF III’s designee) and (b) for any Redemption Date after
the Make-Whole End Date, zero.
“Monthly Blackbook Mark” has the meaning specified in the Lease. “ Monthly NADA
Mark” has the meaning specified in the Lease.
“NADA Guide” means the National Automobile Dealers Association, Official Used Car Guide, Eastern Edition.
“Net Book Value ” has the meaning specified in the Lease.
“Note Owner” means with respect to any Global Note, any Person who is a beneficial owner of an interest in
such 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).
“Note Rate” means, with respect to each Class of Series 2022-5 Notes issued on the Series 2022-5 Closing Date,
the rate set forth in the following table:
Class
Note Rate
A
3.89%
B
4.28%
C
4.82%
D
6.78%
Supplement.
“Original Class D 144A Global Note ” has the meaning specified in the Preamble to this Series 2022-5
“Outstanding” means with respect to the Series 2022-5 Notes (or any Class of Series 2022- 5 Notes), all Series
2022-5 Notes (or Series 2022-5 Notes of a particular Class, as applicable) theretofore authenticated and delivered under the Base
Indenture and this Series 2022-5 Supplement, except (a) Series 2022-5 Notes theretofore cancelled or delivered to the Registrar
for cancellation, (b) Series 2022-5 Notes that have not been presented for payment but funds for the payment of which are on
deposit in the Series 2022-5 Distribution Account and are available for payment in full of such Series 2022-5 Notes, and Series
2022-5 Notes that are considered paid pursuant to Section 8.1 (Payment of Notes) of the Base Indenture, and (c) Series 2022-5
Notes in exchange for or in lieu of other Series 2022-5 Notes that have been authenticated and delivered pursuant to the Base
Indenture unless proof satisfactory to the Trustee is presented that any such Series 2022-5 Notes are held by a purchaser for
value.
“Past Due Rent Payment” means, with respect to any Series 2022-5 Lease Payment Deficit and any Lessee, any
payment of Base Rent, Monthly Variable Rent or other amounts payable by such Lessee under the Lease with respect to which
such Series 2022-5 Lease Payment Deficit applied, which payment occurred on or prior to the fifth Business Day after the
occurrence of such Series 2022-5 Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series
2022-5 Lease Payment Deficit.
5.7 (Past Due Rental Payments) of this Series 2022-5 Supplement.
“Past Due Rental Payments Priorities” means the priorities of payments set forth in Section
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by
instruments in bearer or registered in book-entry form which evidence:
(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 and “A-1+” by S&P 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+” and a
credit rating from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits,
or a rating from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in
the case of long-term unsecured obligations;
(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+” and a rating from
Moody’s of “P-1”;
(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 and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”;
(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 commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s; and
(viii) any other instruments or securities, if each Rating Agency then rating any outstanding Class of
Series 2022-5 Notes at the request of HVF III will not have advised in writing that the
investment in such instruments or securities will result in the reduction or withdrawal of its then-
current rating of such outstanding Class of Series 2022-5 Notes;
provided that for so long as Fitch is rating any Class of Series 2022-5 Notes, (x) any investment in a money market fund rated by
Fitch will only be a Permitted Investment if such money market fund has a rating of “AAAmmf” from Fitch, (y) any investment
in commercial paper will only be a Permitted Investment if such commercial paper has (at the earlier of the time of the
investment and the time of the contractual commitment to invest therein) a rating of “F1” from Fitch, and (z) any other Permitted
Investment (other than those described clause (i) above) will only be a Permitted Investment if the institution issuing such
Permitted Investment has a long-term issuer default rating of at least “A” by Fitch and a short-term issuer default rating of “F1”
by Fitch.
“Plan Assets Regulation ” means United States Department of Labor Regulation Section 2510.3-101, as
modified by Section 3(42) of ERISA.
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D Demand Note
and distributed to the Series 2022-5 Noteholders in respect of amounts owing under the Series 2022-5 Notes that is recoverable
or that has been recovered (and not subsequently repaid) 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.
“Pro Rata Share” means, with respect to each Class A/B/C/D Letter of Credit issued by any Class A/B/C/D
Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount
under such Class A/B/C/D Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all
Class A/B/C/D Letters of Credit as of such date; provided, that solely for purposes of calculating the Pro Rata Share with respect
to any Class A/B/C/D Letter of Credit Provider as of any date, if the related Class A/B/C/D Letter of Credit Provider has not
complied with its obligation to pay the Trustee the amount of any draw under such Class A/B/C/D Letter of Credit made prior to
such date, the available amount under such Class A/B/C/D 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 Class A/B/C/D Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by Hertz for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A/B/C/D
Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under any of its Class A/B/C/D Letters of
Credit).
“Proposed Class E Notes” has the meaning specified in Section 9.18(b) (Issuance of Class E Notes) of this Series
2022-5 Supplement.
2022-5 Supplement.
“QIB” has the meaning specified in Section 2.1(c) (Issuance—Form of the Class A/B/C/D Notes) of this Series
“Rating Agencies” means (a) with respect to the Class A Notes, Class B Notes and the Class C Notes, Fitch and
Moody’s, (b) with respect to the Class D Notes, Moody’s, and (c) with respect to any Class of Series 2022-5 Notes, any other
nationally recognized rating agency rating the Series 2022-5 Notes at the request of HVF III; provided, that if at any time any
nationally recognized rating agency shall cease to rate any Class of Series 2022-5 Notes, such rating agency shall be deemed not
to be a Rating Agency with respect to such Class of Series 2022-5 Notes for so long as such rating agency continues not to rate
such Class of Series 2022-5 Notes.
Record Date with respect to the initial Payment Date shall be the Series 2022-5 Closing Date.
“Record Date” means, with respect to any Payment Date, the last day of the Related Month; provided that the
Notes) of this Series 2022-5 Supplement.
“Redemption Date” has the meaning specified in Section 9.1(a) (Optional Redemption of the Series 2022-5
“Re-issued Class D 144A Global Note ” has the meaning specified in the Preamble of this Series 2022-5
Supplement.
“Regulation S” means Regulation S promulgated under the Securities Act.
Notes) of this Series 2022-5 Supplement.
“Regulation S Global Notes” has the meaning specified in Section 2.1(f) (Issuance— Regulation S Global
calendar month and (ii) with respect to any other date, the calendar month in which such date occurs.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently ended
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination,
(a) if such Person has both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a senior unsecured rating by Fitch and
a long term issuer default rating by Fitch as of such date, then such rating of such Person as of such date; provided that if such
Person does not have any of such ratings as of such date, then there shall be no Relevant Fitch Rating with respect to such
Person as of such date.
“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such Person
has both a long term senior unsecured rating by Moody’s and a long term corporate family rating by Moody’s as of such date,
then the higher of such two ratings as of such date, and (b) if such Person has only one of a long term senior unsecured rating
by Moody’s and a long term corporate family rating by Moody’s as of such date, then such rating of such Person as of such date;
provided that if such Person does not have any of such ratings as of such date, then there shall be no Relevant Moody’s Rating
with respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as of such date, (b) with
respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such date and (c) with respect to S&P, the Relevant
S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term local
issuer rating by S&P of such Person as of such date; provided that if such Person does not have a long term local issuer rating by
S&P as of such date, then there shall be no Relevant S&P Rating with respect to such Person as of such date.
“Restatement Date Class D Notes” has the meaning specified in the Preamble of this Series 2022-5 Supplement.
“Restricted Notes” means the Global Notes and all other Series 2022-5 Notes evidencing the obligations, or any
portion of the obligations, initially evidenced by the Global Notes, other than certificates transferred or exchanged upon
certification as provided in Article II of this Series 2022-5 Supplement.
“Rule 144A” means Rule 144A promulgated under the Securities Act. “SEC” means the U.S.
Securities and Exchange Commission.
Series 2022-5 Supplement.
“Securities Intermediary” has the meaning specified in Section 4.3(a) (Trustee as Securities Intermediary) of this
“Senior Class of Series 2022-5 Notes” means (a) with respect to the Class B Notes, the Class A Notes, (b) with
respect to the Class C Notes, the Class A Notes and the Class B Notes, (c) with respect to the Class D Notes, the Class A Notes,
the Class B Notes and the Class C Notes and (d) with respect to the Class E Notes (if issued), the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes.
“Senior Interest Waterfall Shortfall Amount” means, with respect to any Payment Date, the excess, if any, of (a)
the sum of the amounts payable (without taking into account availability of funds) pursuant to Sections 5.3(a) through (h)
(Application of Funds in the Series 2022-5 Interest Collection Account ) on such Payment Date over (b) the sum of (i) the Series
2022-5 Payment Date Available Interest Amount with respect to the Series 2022-5 Interest Period ending on such Payment Date
and (ii) the aggregate amount of all deposits into the Series 2022-5 Interest Collection Account with proceeds of the Class
A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each Class A/B/C/D Letter of Credit and each Class A/B/C/D
L/C Cash Collateral Account, in each case made since the immediately preceding Payment Date; provided that the amount
calculated pursuant to the preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from the Series 2022-5 Principal Collection Account for deposit into the Series 2022-5 Interest Collection Account
on such Payment Date.
2022-5 Supplement.
“Series 2022-5 Account Collateral ” has the meaning specified in Section 4.1 (Granting Clause) of this Series
“Series 2022-5 Accounts ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-5 Accounts) of this
Series 2022-5 Supplement.
(without taking into account availability of funds) pursuant to Sections 5.3(a) through (l)
“Series 2022-5 Accrued Amounts ” means, on any date of determination, the sum of the amounts payable
(Application of Funds in the Series 2022-5 Interest Collection Account ) that have accrued and remain unpaid as of such date. The
Series 2022-5 Accrued Amounts shall be the “Accrued Amounts” with respect to the Series 2022-5 Notes.
“Series 2022-5 Adjusted Asset Coverage Threshold Amount ” means, as of any date of determination, the greater
of (x) the greater of (a) the excess, if any, of (i) the Series 2022-5 Asset Coverage Threshold Amount over (ii) the sum of (A) the
Class A/B/C/D Letter of Credit Amount and (B) the Class A/B/C/D Available Reserve Account Amount and (b) the Class
A/B/C/D Adjusted Principal Amount, in each case, as of such date and (y) the Class E Adjusted Asset Coverage Threshold
Amount as of such date. The Series 2022-5 Adjusted Asset Coverage Threshold Amount shall be the “Asset Coverage Threshold
Amount” with respect to the Series 2022-5 Notes.
“Series 2022-5 Adjusted Principal Amount ” means, as of any date of determination, the excess, if any, of (A)
the Series 2022-5 Principal Amount as of such date over (B) the Series 2022-5 Principal Collection Account Amount as of such
date. The Series 2022-5 Adjusted Principal Amount shall be the “Series Adjusted Principal Amount” with respect to the Series
2022-5 Notes.
“Series 2022-5 Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal to the
Series 2022-5 Percentage of fees payable to the Administrator pursuant to the Administration Agreement on such Payment Date.
Floating Allocation Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.
“Series 2022-5 Asset Amount ” means, as of any date of determination, the product of (i) the Series 2022-5
“Series 2022-5 Asset Coverage Threshold Amount ” means, as of any date of determination, the Class A/B/C/D
Adjusted Principal Amount divided by the Series 2022-5 Blended Advance Rate, in each case as of such date.
Moody’s Blended Advance Rate as of such date and 88.95%.
“Series 2022-5 Blended Advance Rate ” means as of any date of determination, the lesser of the Series 2022-5
“Series 2022-5 Capped Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the lesser of (i) the Series 2022-5 Administrator Fee Amount with respect to such Payment Date and (ii) $600,000.
“Series 2022-5 Capped Operating Expense Amount ” means, with respect to any Payment Date the lesser of (i)
the Series 2022-5 Operating Expense Amount, with respect to such Payment Date and
(ii) the excess, if any, of (x) $600,000 over (y) the sum of the Series 2022-5 Administrator Fee Amount and the Series 2022-5
Trustee Fee Amount, in each case with respect to such Payment Date.
“Series 2022-5 Capped Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
lesser of (i) the Series 2022-5 Trustee Fee Amount, with respect to such Payment Date and (ii) the excess, if any, of $600,000
over the Series 2022-5 Administrator Fee Amount with respect to such Payment Date.
“Series 2022-5 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Carrying
Charges):
III to:
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by HVF
(a) the Trustee (other than Series 2022-5 Trustee Fee Amounts),
(b) the Administrator (other than Series 2022-5 Administrator Fee Amounts),
(c) the Back-Up Disposition Agent, or
(c) any other party to a Series 2022-5 Related Document,
in each case under and in accordance with such Series 2022-5 Related Document, plus
(ii) any other operating expenses of HVF III that have been invoiced as of such date and are then payable by
HVF III relating the Series 2022-5 Notes.
“Series 2022-5 Closing Date ” means March 30, 2022.
2022-5 Account Collateral with respect to each Series 2022-5 Account and each Class A/B/C/D Demand Note.
“Series 2022-5 Collateral” means the Indenture Collateral, each Class A/B/C/D Letter of Credit, the Series
“Series 2022-5 Controlled Amortization Period ” means the period commencing upon the close of business on
March 25, 2027 (or, if such day is not a Business Day, the Business Day immediately preceding such day), and, in each case,
continuing to the earliest of (i) the commencement of the Series 2022-5 Rapid Amortization Period, (ii) the date on which the
Series 2022-5 Notes are fully paid and (iii) the termination of this Series 2022-5 Supplement.
“Series 2022-5 Daily Interest Allocation ” means, on each Series 2022-5 Deposit Date, the Series 2022-5
Invested Percentage (as of such date) of the aggregate amount of Interest Collections deposited into the Collection Account on
such date.
“Series 2022-5 Daily Principal Allocation ” means, on each Series 2022-5 Deposit Date, an amount equal to the
Series 2022-5 Invested Percentage (as of such date) of the aggregate amount of Principal Collections deposited into the
Collection Account on such date.
Collection Account.
“Series 2022-5 Deposit Date ” means each Business Day on which any Collections are deposited into the
“Series 2022-5 Disposed Vehicle Threshold Number ” means (a) for any Determination Date on which the sum
of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is greater than or equal to $6,000,000,000, 13,500 vehicles, (b) for any Determination Date on which the
sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month immediately preceding such
Determination Date is less than $6,000,000,000 and greater than or equal to $4,500,000,000, 10,000 vehicles and (c) for any
Determination Date on which the sum of the Net Book Values for all Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date is less than $4,500,000,000, 6,500 vehicles.
“Series 2022-5 Distribution Account ” has the meaning specified in Section 4.2(a)(iii) (Series 2022-5 Accounts)
of this Series 2022-5 Supplement.
“Series 2022-5 Excess Administrator Fee Amount ” means, with respect to any Payment Date, an amount equal
to the excess, if any, of (i) the Series 2022-5 Administrator Fee Amount with respect to such Payment Date over (ii) the Series
2022-5 Capped Administrator Fee Amount with respect to such Payment Date.
“Series 2022-5 Excess Operating Expense Amount ” means, with respect to any Payment Date the excess, if any,
of (i) the Series 2022-5 Operating Expense Amount with respect to such Payment Date over (ii) the Series 2022-5 Capped
Operating Expense Amount with respect to such Payment Date.
“Series 2022-5 Excess Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the
excess, if any, of (i) the Series 2022-5 Trustee Fee Amount with respect to such Payment Date over (ii) the Series 2022-5
Capped Trustee Fee Amount with respect to such Payment Date.
“Series 2022-5 Failure Percentage ” means, as of any date of determination, a percentage equal to 100% minus
the lower of (x) the lowest Series 2022-5 Non-Program Vehicle Disposition Proceeds Percentage Average for any Determination
Date (including such date of determination) within the preceding twelve (12) calendar months (or such fewer number of months
as have elapsed since the Series 2022-5 Closing Date) and (y) the lowest Series 2022-5 Market Value Average as of any
Determination Date within the preceding twelve (12) calendar months (or such fewer number of months as have elapsed since
the Series 2022-5 Closing Date).
“Series 2022-5 Floating Allocation Percentage ” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2022-5 Adjusted Asset Coverage Threshold Amount as of such date and the
denominator of which is the Aggregate Asset Coverage Threshold Amount as of such date.
“Series 2022-5 Interest Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-5
Accounts) of this Series 2022-5 Supplement.
“Series 2022-5 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 2022-5 Interest
Period commenced on and included the Series 2022-5 Closing Date and ended on and included April 25, 2022.
“Series 2022-5 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,
(i) the numerator of which shall be equal to:
(x) during the Series 2022-5 Revolving Period, the Series 2022-5 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the immediately preceding Related
Month (or, until the end of the initial Related Month after the Series 2022-5 Closing Date, on the Series
2022-5 Closing Date),
(y) during any Series 2022-5 Controlled Amortization Period and the Series 2022-5 Rapid
Amortization Period, but prior to the first date on which an Amortization Event has been declared or has
automatically occurred with respect to all Series of Notes, the Series 2022-5 Adjusted Asset Coverage
Threshold Amount as of the close of business on the last day of the Series 2022-5 Revolving Period, and
(z) on and after the first date on which an Amortization Event has been declared or
automatically occurred with respect to all Series of Notes, the Series 2022-5 Adjusted Asset Coverage
Threshold Amount as of the close of business on the day immediately prior to such first date on which
an Amortization Event has been declared or automatically occurred with respect to all Series of Notes,
and
(ii) the denominator of which shall be the Aggregate Asset Coverage Threshold Amount as of the
same date used to determine the numerator in clause (i); provided that, if the principal amount of any other
Series of Notes shall have been reduced to zero on any date after the date used to determine the numerator in
clause (i)(z), then the Asset Coverage Threshold Amount with respect to such Series of Notes shall be excluded
from the calculation of the Aggregate Asset Coverage Threshold Amount pursuant to this clause (ii) for any date
of determination following the date on which the principal amount of such other Series of Notes shall have been
reduced to zero;
(b) when used with respect to Interest Collections, the percentage equivalent of a fraction, the numerator of
which shall be the Series 2022-5 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.
Notwithstanding the foregoing and for the avoidance of doubt, on any date of determination after the date on
which the Series 2022-5 Principal Amount shall have been reduced to zero, the Series 2022-5 Invested Percentage shall equal
zero.
“Series 2022-5 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 that pursuant to Section 5.2(a) (Collections Account) would have been
deposited into the Series 2022-5 Interest Collection Account if all payments of Monthly Variable Rent required to have been
made under the Lease from but
excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of
Interest Collections that pursuant to Section 5.2(a) (Collections Account) have been received for deposit into the Series 2022-5
Interest Collection Account from but excluding the preceding Payment Date to and including such Payment Date.
“Series 2022-5 Lease Payment Deficit ” means either a Series 2022-5 Lease Interest Payment Deficit or a Series
2022-5 Lease Principal Payment Deficit.
“Series 2022-5 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 2022-5 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) all amounts deposited into the Series 2022-5 Principal Collection Account on or prior to such Payment
Date on account of such Series 2022-5 Lease Principal Payment Deficit.
“Series 2022-5 Lease Principal Payment Deficit ” means on any Payment Date the sum of
(a) the Series 2022-5 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2022-5 Lease Principal
Payment Carryover Deficit for such Payment Date.
“Series 2022-5 Liquidation Event ” means, so long as such event or condition continues:
(a) any Amortization Event with respect to the Series 2022-5 Notes described in clauses (a) through (d) of
Section 7.1 (Amortization Events) of this Series 2022-5 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein);
(b) any Amortization Event with respect to the Series 2022-5 Notes described in clauses (e) through (g) of
Section 7.1 (Amortization Events) of this Series 2022-5 Supplement that continues for thirty (30) consecutive days
(without double counting the cure period, if any, provided therein) after declaration thereof by the Majority Series 2022-
5 Controlling Class; or
(c) any Amortization Event specified in clauses (a) or (b) of Article IX of the Base Indenture after declaration
thereof by the Majority Series 2022-5 Controlling Class.
Each Series 2022-5 Liquidation Event shall be a “Limited Liquidation Event of Default” with respect to the
Series 2022-5 Notes.
“Series 2022-5 Manufacturer Percentage ” means, for any Manufacturer listed in the table below, the percentage
set forth opposite such Manufacturer in such table; provided that the Manufacturer Limit for Tesla may be increased by an
amount not to exceed 15.00% subject to satisfaction of the Rating Agency Condition.
Manufacturer
Manufacturer Limit
Audi
12.50%
BMW
12.50%
Chrysler
55.00%
Fiat
12.50%
Ford
55.00%
GM
55.00%
Honda
55.00%
Hyundai
55.00%
Jaguar
12.50%
Kia
55.00%
Land Rover
12.50%
Lexus
12.50%
Mazda
35.00%
Mercedes
12.50%
Nissan
55.00%
Subaru
12.50%
Tesla
25.00%
Toyota
55.00%
Volkswagen
55.00%
Volvo
35.00%
Hyundai & Kia Combined
55.00%
Chrysler & Fiat Combined
55.00%
Volkswagen & Audi Combined
55.00%
Any other individual Manufacturer
10.00%
“Series 2022-5 Market Value Average ” means, as of any date of determination, the percentage equivalent (not
to exceed 100% for purposes of determining additional enhancement) of a fraction, the numerator of which is the average of the
Series 2022-5 Non-Program Fleet Market Value as of the three (3) preceding Determination Dates and the denominator of
which is the average of the aggregate Net Book Value of all Non-Program Vehicles as of such three (3) preceding Determination
Dates.
“Series 2022-5 Maximum Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, an amount equal to the product of (a) the Series 2022-5 Manufacturer Percentage for such Manufacturer and (b)
the Aggregate Asset Amount as of such date.
“Series 2022-5 Measurement Month ” on any Determination Date, means each complete calendar month, or the
smallest number of consecutive complete calendar months preceding such Determination Date, in which at least the Series 2022-
5 Disposed Vehicle Threshold Number of vehicles were sold to unaffiliated third parties ( provided that, HVF III, in its sole
discretion, may exclude salvage sales); provided, however, that no calendar month included in a single Series 2022-5
Measurement Month shall be included in any other Series 2022-5 Measurement Month.
“Series 2022-5 Medium-Duty Truck Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle that is a medium-duty truck for which the Disposition Date has not occurred as of
such date.
“Series 2022-5 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 that pursuant to Section 5.2(b) (Collections Allocation) would
have been deposited into the Series 2022-5 Principal Collection Account if all payments required to have been made under the
Leases from but excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the
aggregate amount of Principal Collections that pursuant to Section 5.2(b) (Collections Allocation) have been received for deposit
into the Series 2022-5 Principal Collection Account from but excluding the preceding Payment Date to and including such
Payment Date.
“Series 2022-5 Moody’s AAA Components ” means each of:
(i) the Series 2022-5 Moody’s Eligible Investment Grade Program Vehicle Amount;
(ii) the Series 2022-5 Moody’s Eligible Investment Grade Program Receivable Amount;
(iii) the Series 2022-5 Moody’s Eligible Non-Investment Grade Program Vehicle Amount;
(iv) the Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount;
(v) the Series 2022-5 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount;
(vi) the Series 2022-5 Moody’s Eligible Investment Grade Non-Program Vehicle Amount;
(vii) the Series 2022-5 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount;
(viii) the Cash Amount;
(ix) the Due and Unpaid Lease Payment Amount; and
(x) the Series 2022-5 Moody’s Remainder AAA Amount.
“Series 2022-5 Moody’s AAA Select Component ” means each Series 2022-5 Moody’s AAA Component other
than the Due and Unpaid Lease Payment Amount.
Series 2022-5 Moody’s AAA Select Component, a percentage equal to the greater of:
“Series 2022-5 Moody’s Adjusted Advance Rate ” means, as of any date of determination, with respect to any
(a)
(i) the Series 2022-5 Moody’s Baseline Advance Rate with respect to such Series 2022-5 Moody’s AAA
Select Component as of such date, minus
(ii) the Series 2022-5 Moody’s Concentration Excess Advance Rate Adjustment as of such date, if any,
with respect to such Series 2022-5 Moody’s AAA Select Component, minus
(iii) the Series 2022-5 Moody’s MTM/DT Advance Rate Adjustment as of such date, if any, with respect
to such Series 2022-5 Moody’s AAA Select Component; and
(b) zero.
“Series 2022-5 Moody’s Baseline Advance Rate ” means, with respect to each Series 2022- 5 Moody’s AAA
Select Component, the percentage set forth opposite such Series 2022-5 Moody’s AAA Select Component in the following
table:
Series 2022-5 Moody’s AAA Select Component
Series 2022-5 Moody’s Baseline
Advance Rate
Series 2022-5 Moody’s Eligible Investment Grade Program Vehicle
Amount
Series 2022-5 Moody’s Eligible Investment Grade Program Receivable
Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade Program Vehicle
Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade (Low) Program
Receivable Amount
Series 2022-5 Moody’s Eligible Investment Grade Non-Program Vehicle
Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount
Series 2022-5 Medium-Duty Truck Amount
Cash Amount
Series 2022-5 Moody’s Remainder AAA Amount
95.00%
95.00%
92.00%
92.00%
0.00%
85.00%
85.00%
65.00%
100.00%
0.00%
“Series 2022-5 Moody’s Blended Advance Rate ” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2022-5 Moody’s Blended Advance Rate Weighting Numerator and
the denominator of which is the Series 2022-5 Moody’s Blended Advance Rate Weighting Denominator, in each case as of such
date.
“Series 2022-5 Moody’s Blended Advance Rate Weighting Denominator ” means, as of any date of
determination, an amount equal to the sum of each Series 2022-5 Moody’s AAA Select Component, in each case as of such date.
“Series 2022-5 Moody’s Blended Advance Rate Weighting Numerator ” means, as of any date of determination,
an amount equal to the sum of an amount with respect to each Series 2022-5 Moody’s AAA Select Component equal to the
product of such Series 2022-5 Moody’s AAA Select Component and the Series 2022-5 Moody’s Adjusted Advance Rate with
respect to such Series 2022-5 Moody’s AAA Select Component, in each case as of such date.
determination,
“Series 2022-5 Moody’s Concentration Adjusted Advance Rate ” means as of any date of
(i) with respect to the Series 2022-5 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, the excess, if any, of the Series 2022-5 Moody’s Baseline Advance Rate with respect to such
Series 2022-5 Moody’s Eligible Investment Grade Non-Program Vehicle Amount over the Series 2022-5 Moody’s
Concentration Excess Advance Rate Adjustment with respect to such Series 2022-5 Moody’s Eligible Investment Grade
Non-Program Vehicle Amount, in each case as of such date, and
(ii) with respect to the Series 2022-5 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
the excess, if any, of the Series 2022-5 Moody’s Baseline Advance Rate with respect to such Series 2022-5 Moody’s
Eligible Non-Investment Grade Non-Program Vehicle Amount over the Series 2022-5 Moody’s Concentration Excess
Advance Rate Adjustment with respect to such Series 2022-5 Moody’s Eligible Non-Investment Grade Non-Program
Vehicle Amount, in each case as of such date.
“Series 2022-5 Moody’s Concentration Excess Advance Rate Adjustment ” means, with respect to any Series
2022-5 Moody’s AAA Select Component as of any date of determination, the lesser of (a) the percentage equivalent of a
fraction, the numerator of which is (I) the product of (A) the portion
of the Series 2022-5 Moody’s Concentration Excess Amount, if any, allocated to such Series 2022-5 Moody’s AAA Select
Component by HVF III and (B) the Series 2022-5 Moody’s Baseline Advance Rate with respect to such Series 2022-5 Moody’s
AAA Select Component, and the denominator of which is (II) such Series 2022-5 Moody’s AAA Select Component, in each
case as of such date, and (b) the Series 2022- 5 Moody’s Baseline Advance Rate with respect to such Series 2022-5 Moody’s
AAA Component; provided that, the portion of the Series 2022-5 Moody’s Concentration Excess Amount allocated pursuant to
the preceding clause (a)(I)(A) shall not exceed the portion of such Series 2022-5 Moody’s AAA Select Component that was
included in determining whether such Series 2022-5 Moody’s Concentration Excess Amount exists.
“Series 2022-5 Moody’s Concentration Excess Amount ” means, as of any date of determination, the sum of (i)
the Series 2022-5 Moody’s Manufacturer Concentration Excess Amount with respect to each Manufacturer as of such date, if
any, (ii) the Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, if any, (iii) the Series
2022-5 Moody’s Medium-Duty Truck Concentration Excess Amount and (iv) the Series 2022-5 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount as of such date, if any; provided that, for purposes of
calculating this definition as of any such date (i) the Net Book Value of any Eligible Vehicle and the amount of Series 2022-5
Moody’s Eligible Manufacturer Receivables, in each case, included in the Series 2022-5 Moody’s Manufacturer Amount for the
Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-5 Moody’s Manufacturer Concentration
Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Manufacturer Concentration Excess Amounts,
as of such date, shall not be included in the Series 2022-5 Non-Liened Vehicle Amount for purposes of calculating the Series
2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, the Series 2022-5 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date or the Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount for purposes of
calculating the Series 2022-5 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount as of
such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series 2022-5 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF
III to constitute Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amounts as of such date, shall not be
included in the Series 2022-5 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of
calculating the Series 2022-5 Moody’s Manufacturer Concentration Excess Amount, as of such date or the Series 2022-5
Medium-Duty Truck Amount for purposes of calculating the Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess
Amount as of such date, (iii) the Net Book Value of any Eligible Vehicle that is a medium-duty truck included in the Series
2022-5 Medium- Duty Truck Amount for purposes of calculating the Series 2022-5 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Medium- Duty Truck
Concentration Excess Amounts as of such date, shall not be included in the Series 2022-5 Moody’s Manufacturer Amount for
the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-5 Moody’s Manufacturer Concentration
Excess Amount, as of such date or the Series 2022- 5 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-5
Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, (iv) the amount of any Series 2022-5 Moody’s
Eligible Manufacturer Receivables included in the Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program
Receivable Amount for purposes of calculating the Series 2022-5 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Non-Investment Grade (High)
Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2022-5 Moody’s
Manufacturer Amount for the Manufacturer with respect to such Series 2022-5 Moody’s Eligible Manufacturer Receivable for
purposes of calculating the Series 2022-5 Moody’s Manufacturer Concentration Excess Amount, as of such date and (v) the
determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-5 Moody’s Eligible Manufacturer
Receivables are designated as constituting (A) Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B)
Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2022-5 Moody’s Manufacturer
Concentration Excess Amounts and (D) Series 2022-5 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amounts, in each case, as of such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-5 Moody’s Eligible Investment Grade Non-Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022- 5 Moody’s Investment Grade Non-Program
Vehicle for which the Disposition Date has not occurred as of such date.
“Series 2022-5 Moody’s Eligible Investment Grade Program Receivable Amount ” means, as of any date of
determination, the sum of all Series 2022-5 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by all
Series 2022-5 Moody’s Investment Grade Manufacturers.
“Series 2022-5 Moody’s Eligible Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of the Net Book Value as of such date of each Series 2022-5 Moody’s Investment Grade Program
Vehicle for which the Disposition Date has not occurred as of such date.
determination:
“Series 2022-5 Moody’s Eligible Manufacturer Receivable ” means, as of any date of
(i) each Manufacturer Receivable by any Manufacturer that has a Relevant Moody’s
Rating as of such date of at least “A3” pursuant to a Manufacturer Program that, as of such date, has not remained unpaid
for more than 150 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable;
(ii) each Manufacturer Receivable by any Manufacturer that (a) has a Relevant Moody’s Rating as of such date
of (i) less than “A3” and (ii) at least “Baa3”, pursuant to a Manufacturer Program that, as of such date, has not remained
unpaid for more than 120 calendar days past the Disposition Date with respect to the Eligible Vehicle giving rise to such
Manufacturer Receivable; and
(iii) each Manufacturer Receivable by a Series 2022-5 Moody’s Non-Investment Grade (High) Manufacturer
or a Series 2022-5 Moody’s Non-Investment Grade (Low) Manufacturer, in any case, pursuant to a Manufacturer
Program, that, as of such date, has not remained unpaid for more than 90 calendar days past the Disposition Date with
respect to the Eligible Vehicle giving rise to such Manufacturer Receivable.
“Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount” means, as of any date
of determination, the sum of all Series 2022-5 Moody’s Eligible
Manufacturer Receivables, in each case, as of such date by all Series 2022-5 Moody’s Non-Investment Grade (High)
Manufacturers.
“Series 2022-5 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount” means, as of any
date of determination, the sum of all Series 2022-5 Moody’s Eligible Manufacturer Receivables, in each case, as of such date by
all Series 2022-5 Moody’s Non-Investment Grade (Low) Manufacturers.
“Series 2022-5 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount ” means, as of any date
of determination, the sum of the Net Book Value of each Series 2022-5 Moody’s Non-Investment Grade Non-Program Vehicle
for which the Disposition Date has not occurred as of such date.
“Series 2022-5 Moody’s Eligible Non-Investment Grade Program Vehicle Amount ” means, as of any date of
determination, the sum of Net Book Values as of such date of each Series 2022-5 Moody’s Non-Investment Grade (High)
Program Vehicle and each Series 2022-5 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case, for which the
Disposition Date has not occurred as of such date.
“Series 2022-5 Moody’s Investment Grade Manufacturer ” means, as of any date of determination, (a) any
Manufacturer that has a Relevant Moody’s Rating as of such date of at least “Baa3”, and (b) any Manufacturer that (i) does not
have a Relevant Moody’s Rating of at least “Baa3” as of such date, (ii) does not have a long-term corporate family rating from
Moody’s as of such date, and (iii) has a long-term senior unsecured debt rating from Moody’s of at least “Ba1” as of such date;
provided that, upon any withdrawal or downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in
HVF III’s sole discretion, be deemed to have the rating applicable thereto immediately preceding such withdrawal or downgrade
(as applicable) by Moody’s for a period of thirty (30) days following the earlier of (x) the date on which an Authorized Officer of
any of the Administrator, HVF III or the Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and
(y) the date on which the Trustee notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-5 Moody’s Investment Grade Non-Program Vehicle ” means, as of any date of determination, any
Eligible Vehicle manufactured by a Series 2022-5 Moody’s Investment Grade Manufacturer that is not a Series 2022-5 Moody’s
Investment Grade Program Vehicle as of such date.
“Series 2022-5 Moody’s Investment Grade Program Vehicle ” means, as of any date of determination, any
Program Vehicle manufactured by a Series 2022-5 Moody’s Investment Grade Manufacturer that is subject to a Manufacturer
Program on the Vehicle Operating Lease Commencement
Date for such Program Vehicle unless it has been redesignated (and as of such date remains so designated) as a Non-Program
Vehicle pursuant to Section 2.5 ( Redesignation of Vehicles ) of the Lease (or such other similar section of another Lease, as
applicable) as of such date.
“Series 2022-5 Moody’s Manufacturer Amount ” means, as of any date of determination and with respect to any
Manufacturer, the sum of:
(i) the aggregate Net Book Value of all Eligible Vehicles manufactured by such Manufacturer as of such date;
and
(ii) the aggregate amount of all Series 2022-5 Moody’s Eligible Manufacturer Receivables with respect to such
Manufacturer.
“Series 2022-5 Moody’s Manufacturer Concentration Excess Amount ” means, with respect to any Manufacturer
as of any date of determination, the excess, if any, of the Series 2022-5 Moody’s Manufacturer Amount with respect to such
Manufacturer as of such date over the Series 2022-5
Maximum Manufacturer Amount with respect to such Manufacturer as of such date; provided that, for purposes of calculating
such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-5 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-5 Moody’s
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in either of (x) the Series 2022-5 Non-Liened Vehicle
Amount for purposes of calculating the Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such
date or (y) the Series 2022-5 Medium-Duty Truck Amount for purposes of calculating the Series 2022-5 Moody’s Medium-
Duty Truck Concentration Excess Amount as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the Series
2022-5 Non-Liened Vehicle Amount for purposes of calculating the Series 2022-5 Moody’s Non-Liened Vehicle Concentration
Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess
Amounts as of such date, shall not be included in the Series 2022-5 Moody’s Manufacturer Amount for the Manufacturer of such
Eligible Vehicle for purposes of calculating the Series 2022-5 Moody’s Manufacturer Concentration Excess Amount, as of such
date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-5 Medium-Duty Truck Amount for purposes
of calculating the Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to
constitute Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amounts as of such date, shall not be included in
the Series 2022-5 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the
Series 2022-5 Moody’s Manufacturer Concentration Excess Amount, as of such date, (iv) the amount of any Series 2022-5
Moody’s Eligible Manufacturer Receivables included in the Series 2022- 5 Moody’s Eligible Non-Investment Grade (High)
Program Receivable Amount for purposes of calculating the Series 2022-5 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amounts as of such date, shall not be included in the Series 2022-5
Moody’s Manufacturer Amount for the Manufacturer with respect to such Series 2022-5 Moody’s Eligible Manufacturer
Receivable for purposes of calculating the Series 2022-5 Moody’s Manufacturer Concentration Excess Amount, as of such date,
and (v) the determination of which Eligible Vehicles (or the Net Book Value thereof) or Series 2022-5 Moody’s Eligible
Manufacturer Receivables are to be designated as constituting (A) Series 2022-5 Moody’s Non-Liened Vehicle Concentration
Excess Amounts, (B) Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amounts, (C) Series 2022-5 Moody’s
Manufacturer Concentration Excess Amounts and (D) Series 2022-5 Moody’s Non-Investment Grade (High) Program
Receivable Concentration Excess Amounts, in each case as of such date shall be made iteratively by HVF III in its reasonable
discretion.
“Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amount ” means, as of any date of
determination, the excess, if any, of the Series 2022-5 Medium-Duty Truck Amount as of such date over 5.0% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the Net Book Value
of any Eligible Vehicle included in the Series 2022-5 Medium-Duty Truck Amount for purposes of calculating the Series 2022-5
Moody’s Medium-Duty Truck Concentration Excess Amount and designated by HVF III to constitute Series 2022- 5 Moody’s
Medium-Duty Truck Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-5 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-5 Moody’s
Manufacturer Concentration Excess Amount, as of such date, (ii) the Net Book Value of any Eligible Vehicle included in the
Series 2022-5 Medium-Duty Truck Amount for purposes of calculating the Series 2022-5 Moody’s Medium-Duty Truck
Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Medium-Duty Truck
Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-5 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-5 Moody’s Non-Liened Vehicle
Concentration Excess Amount, as of such date,(iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-5
Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-5
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s
Manufacturer Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-5 Medium-Duty Truck
Amount for purposes of calculating the Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amount as of such
date, and (iv) the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting
(A) Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-5 Moody’s Non-Liened
Vehicle Concentration Excess Amount and (C) Series 2022-5 Moody’s Manufacturer Concentration Excess Amounts, in each
case as of such date shall be made iteratively by HVF III in its reasonable discretion.
determination,
“Series 2022-5 Moody’s MTM/DT Advance Rate Adjustment ” means, as of any date of
(i) with respect to the Series 2022-5 Moody’s Eligible Investment Grade Non-
Program Vehicle Amount, a percentage equal to the product of (i) the Series 2022-5 Failure Percentage as of such date
and (ii) the Series 2022-5 Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-5 Moody’s
Eligible Investment Grade Non-Program Vehicle Amount, in each case as of such date;
(ii) with respect to the Series 2022-5 Moody’s Eligible Non-Investment Grade Non- Program Vehicle Amount,
a percentage equal to the product of (i) the Series 2022-5 Failure Percentage as of such date and (ii) the Series 2022-5
Moody’s Concentration Adjusted Advance Rate with respect to the Series 2022-5 Moody’s Eligible Non-Investment
Grade Non-Program Vehicle Amount, in each case as of such date; and
(iii) with respect to any other Series 2022-5 Moody’s AAA Component, zero.
“Series 2022-5 Moody’s Non-Investment Grade (High) Manufacturer ” means, as of any date of determination,
any Manufacturer that (a) is not a Series 2022-5 Moody’s Investment Grade Manufacturer as of such date and (b) has a Relevant
Moody’s Rating of at least “Ba3” as of such date; provided that, upon any withdrawal or downgrade of any rating of any
Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to have the rating applicable thereto
immediately preceding such withdrawal or downgrade (as applicable) by Moody’s for a period of thirty
(30) days following the earlier of (x) the date on which an Authorized Officer of any of the Administrator, HVF III or the
Servicer obtains actual knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee
notifies the Administrator in writing of such withdrawal or downgrade (as applicable).
“Series 2022-5 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount ”
means, with respect to any Series 2022-5 Moody’s Non-Investment Grade (High) Manufacturer, as of any date of determination,
the excess, if any, of the Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount with
respect to such Series 2022-5 Moody’s Non-Investment Grade (High) Manufacturer as of such date over 7.5% of the Aggregate
Asset Amount as of such date; provided that, for purposes of calculating such excess as of any such date (i) the amount of any
Series 2022-5 Moody’s Eligible Manufacturer Receivables with respect to any Series 2022-5 Moody’s Non-Investment Grade
(High) Manufacturer included in the Series 2022-5 Moody’s Manufacturer Amount for purposes of calculating the Series 2022-5
Moody’s Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s
Manufacturer Concentration Excess Amounts as of such date, shall not be included in the Series 2022-5 Moody’s Eligible Non-
Investment Grade (High) Program Receivable Amount for purposes of calculating the Series 2022-5 Moody’s Non-Investment
Grade (High) Program Receivable Concentration Excess Amount, as of such date and (ii) the determination of which receivables
are to be designated as constituting (A) Series 2022-5 Moody’s Non-Investment Grade
(High) Program Receivable Concentration Excess Amounts and (B) Series 2022-5 Moody’s Manufacturer Concentration Excess
Amounts, in each case as of such date, shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-5 Moody’s Non-Investment Grade (High) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-5 Moody’s Non-Investment Grade (High) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-5 Moody’s Non-Investment Grade (Low) Manufacturer ” means, as of any date of determination,
any Manufacturer that has a Relevant Moody’s Rating as of such date of less than “Ba3”; provided that, upon any withdrawal or
downgrade of any rating of any Manufacturer by Moody’s, such Manufacturer may, in HVF III’s sole discretion, be deemed to
have the rating applicable thereto immediately preceding such withdrawal or downgrade (as applicable) Moody’s for a period of
thirty (30) days following the earlier of (x) the date on which any of the Administrator, HVF III or the Servicer obtains actual
knowledge of such withdrawal or downgrade (as applicable) and (y) the date on which the Trustee notifies the Administrator in
writing of such withdrawal or downgrade (as applicable).
“Series 2022-5 Moody’s Non-Investment Grade (Low) Program Vehicle ” means, as of any date of
determination, any Program Vehicle manufactured by a Series 2022-5 Moody’s Non-Investment Grade (Low) Manufacturer that
is or was subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle
unless it has been redesignated (and as of such date remains so designated) as a Non-Program Vehicle pursuant to Section 2.5
(Redesignation of Vehicles) of the Lease (or such other similar section of another Lease, as applicable) as of such date.
“Series 2022-5 Moody’s Non-Investment Grade Non-Program Vehicle ” means, as of any date of determination,
any Eligible Vehicle that (i) was manufactured by a Series 2022-5 Moody’s Non- Investment Grade (High) Manufacturer or a
Series 2022-5 Moody’s Non-Investment Grade (Low) Manufacturer and (ii) is not a Series 2022-5 Moody’s Non-Investment
Grade (High) Program Vehicle or a Series 2022-5 Moody’s Non-Investment Grade (Low) Program Vehicle, in each case as of
such date.
“Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount ” as of any date of determination,
the excess, if any, of the Series 2022-5 Non-Liened Vehicle Amount as of such date over either (x) 10.00% of the Aggregate
Asset Amount as of such date or (y) if HVF III receives a “30-day letter” issued by the U.S. Internal Revenue Service asserting
that HVF III owes tax as a result of being a “publicly traded partnership” treated as a corporation for U.S. federal income tax
purposes, then, on and after the thirtieth (30th) day following receipt of such letter and until a “final determination” within the
meaning of Section 1313(a) of the Code that HVF III is not a “publicly traded partnership” treated as a corporation for U.S.
federal income tax purposes, 0.00% of the Aggregate Asset Amount as of such date; provided that, for purposes of calculating
such excess as of any such date (i) the Net Book Value of any Eligible Vehicle included in the Series 2022-5 Non-Liened
Vehicle Amount for purposes of calculating the Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount and
designated by HVF III to constitute Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such
date, shall not be included in the Series 2022-5 Moody’s Manufacturer Amount for the Manufacturer of such Eligible Vehicle for
purposes of calculating the Series 2022-5 Moody’s Manufacturer Concentration Excess Amount, as of such date, (ii) the Net
Book Value of any Eligible Vehicle included in the Series 2022-5 Non-Liened Vehicle Amount for purposes of calculating the
Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount and designated by HVF III to constitute Series
2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-5
Medium- Duty Truck Amount for purposes of calculating the Series 2022-5 Moody’s Medium-Duty Truck Concentration
Excess Amount, as of such date, (iii) the Net Book Value of any Eligible Vehicle included in the Series 2022-5 Moody’s
Manufacturer Amount for the Manufacturer of such Eligible Vehicle for purposes of calculating the Series 2022-5 Moody’s
Manufacturer Concentration Excess Amount and designated by HVF III to constitute Series 2022-5 Moody’s Manufacturer
Concentration Excess Amounts, as of such date, shall not be included in the Series 2022-5 Non-Liened Vehicle Amount for
purposes of calculating the Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount as of such date, and (iv)
the determination of which Eligible Vehicles (or the Net Book Value thereof) are to be designated as constituting (A) Series
2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amounts, (B) Series 2022-5 Moody’s Medium-Duty Truck
Concentration Excess Amount and (C) Series 2022-5 Moody’s Manufacturer Concentration Excess Amounts, in each case as of
such date shall be made iteratively by HVF III in its reasonable discretion.
“Series 2022-5 Moody’s Remainder AAA Amount ” means, as of any date of determination, the excess, if any,
of:
(a) the Aggregate Asset Amount as of such date over
(b) the sum of:
(i) the Series 2022-5 Moody’s Eligible Investment Grade Program Vehicle Amount as of such date,
(ii) the Series 2022-5 Moody’s Eligible Investment Grade Program Receivable Amount as of such
date,
(iii) the Series 2022-5 Moody’s Eligible Non-Investment Grade Program Vehicle Amount as of such
date,
(iv) the Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
as of such date,
(v) the Series 2022-5 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount as
of such date,
(vi) the Series 2022-5 Moody’s Eligible Investment Grade Non-Program Vehicle Amount as of such
date,
(vii) the Series 2022-5 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount as of
such date,
(viii) the Cash Amount as of such date, and
(ix) the Due and Unpaid Lease Payment Amount as of such date.
“Series 2022-5 Non-Liened Vehicle Amount ” means, as of any date of determination, the sum of the Net Book
Value as of such date of each Eligible Vehicle for which the Disposition Date has not occurred as of such date and with respect
to which the Certificate of Title does not note the Collateral Agent as the first lienholder (and, the Certificate of Title with
respect to which has not been submitted to the appropriate state authorities for such notation or the fees due in respect of such
notation have not yet been paid).
“Series 2022-5 Non-Program Fleet Market Value ” means, with respect to all Non-Program Vehicles as of any
date of determination, the sum of the respective Series 2022-5 Third-Party Market Values of each such Non-Program Vehicle as
of such date.
“Series 2022-5 Non-Program Vehicle Disposition Proceeds Percentage Average ” means, with respect to any
Series 2022-5 Measurement Month, commencing with the third Series 2022-5 Measurement Month following the Series 2022-5
Closing Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to unaffiliated third parties (excluding
salvage sales) during such Series 2022-5 Measurement Month and the two Series 2022-5 Measurement Months preceding such
Series 2022-5 Measurement Month and the denominator of which is the excess, if any, of the aggregate Net Book Values of such
Non-Program Vehicles on the dates of their respective sales over the aggregate Final Base Rent with respect such Non-Program
Vehicles.
the Class D Noteholders and, if the Class E Notes have been issued, the Class E Noteholders, collectively.
“Series 2022-5 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders,
the Class E Notes have been issued, the Class E Notes, collectively.
“Series 2022-5 Notes” means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and, if
“Series 2022-5 Operating Expense Amount ” means, with respect to any Payment Date, the sum (without
duplication) of (a) the aggregate amount of Series 2022-5 Carrying Charges on such Payment Date (excluding any Series 2022-5
Carrying Charges payable to the Series 2022-5 Noteholders) and (b) the Series 2022-5 Percentage of the Carrying Charges, if
any, payable by HVF III on such Payment Date (excluding any Carrying Charges payable to the Series 2022-5 Noteholders).
“Series 2022-5 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect of a
Series 2022-5 Lease Principal Payment Deficit, an amount equal to the Series 2022- 5 Invested Percentage with respect to
Principal Collections (as of the Payment Date on which such Series 2022-5 Lease Payment Deficit occurred) of such Past Due
Rent Payment and (b) with respect to any Past Due Rent Payment in respect of a Series 2022-5 Lease Interest Payment Deficit,
an amount equal to the Series 2022-5 Invested Percentage with respect to Interest Collections (as of the Payment Date on which
such Series 2022-5 Lease Payment Deficit occurred) of such Past Due Rent Payment.
“Series 2022-5 Payment Date Available Interest Amount ” means, with respect to each Series 2022-5 Interest
Period, the sum of the Series 2022-5 Daily Interest Allocation for each Series 2022- 5 Deposit Date in such Series 2022-5
Interest Period.
“Series 2022-5 Payment Date Interest Amount ” means, with respect to each Payment Date, the sum (without
duplication) of the amounts payable pursuant to Sections 5.3(a) through (g) (Application of Funds in the Series 2022-5 Interest
Collection Account).
“Series 2022-5 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2022-5 Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.
“Series 2022-5 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and
other Liens imposed by law, securing obligations that are not more than thirty (30) days past due or are being contested in good
faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP, (iii) Liens in favor of the Trustee pursuant to any Series 2022-5 Related Document,
Related Document or any other Series Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral
Agency Agreement and (iv) any Lien on any Vehicle arising out of or in connection with the sale of a Vehicle in the ordinary
course. Series 2022-5 Permitted Liens shall be “Series Permitted Liens” with respect to the Series 2022-5 Notes.
“Series 2022-5 Principal Amount ” means, as of any date of determination, the sum of the Class A Principal
Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount and, if the Class E Notes
have been issued as of such date, the Class E Principal Amount, in each case, as of such date. The Series 2022-5 Principal
Amount shall be the “Principal Amount” with respect to the Series 2022-5 Notes. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2022-5 Notes it means the Class A Principal Amount, the Class B
Principal Amount, the Class C Principal Amount, the Class D Principal Amount or the Class E Principal Amount, as applicable.
Accounts) of this Series 2022-5 Supplement.
“Series 2022-5 Principal Collection Account ” has the meaning specified in Section 4.2(a)(i) (Series 2022-5
“Series 2022-5 Principal Collection Account Amount ” means, as of any date of determination, the amount of
cash on deposit in and Permitted Investments credited to the Series 2022-5 Principal Collection Account as of such date.
“Series 2022-5 Rapid Amortization Period ” means the period beginning on the earlier to occur of (i) the close of
business on the Business Day immediately preceding the Expected Final Payment Date and (ii) the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series 2022-5 Notes is deemed
to have occurred with respect to the Series 2022-5 Notes, and ending upon the earlier to occur of (i) the date on which the Series
2022-5 Notes are paid in full and (ii) the termination of this Series 2022-5 Supplement.
“Series 2022-5 Rating Agency Condition ” means (a) the notification in writing by each Rating Agency then
rating any Class of Series 2022-5 Notes at the request of HVF III that a proposed action will not result in a reduction or
withdrawal by such Rating Agency of the rating or credit risk assessment of such Class, or (b) each Rating Agency then rating
any Class of Series 2022-5 Notes at the request of HVF III shall have been given notice of such event at least ten (10) days prior
to the occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as is practicable)
and such Rating Agency shall not have issued any written notice prior to the occurrence of such event that the occurrence of such
event will itself cause such Rating Agency to downgrade, qualify, or withdraw its rating assigned to such Class. The Series 2022-
5 Rating Agency Condition shall be the “Rating Agency Condition” with respect to the Series 2022-5 Notes.
Class A/B/C/D Demand Note.
“Series 2022-5 Related Documents ” means the Related Documents, this Series 2022-5 Supplement and each
“Series 2022-5 Restatement Date” means October 20, 2023.
“Series 2022-5 Revolving Period” means the period from the Series 2022-5 Closing Date to the earlier of (i) the
commencement of the Series 2022-5 Controlled Amortization Period and (ii) the commencement of the Series 2022-5 Rapid
Amortization Period.
5 Supplement.
“Series 2022-5 Supplement ” has the meaning specified in the Preamble of this Series 2022-
“Series 2022-5 Supplemental Indenture” means a supplement to this Series 2022-5
Supplement complying (to the extent applicable) with the terms of Section 9.9 (Amendments) of this Series 2022-5 Supplement.
“Series 2022-5 Third-Party Market Value ” means, with respect to each Non-Program Vehicle, as of any date of
determination during a calendar month:
(a) if the Series 2022-5 Third-Party Market Value Procedures have been completed for such month, then
(i) the Monthly NADA Mark, if any, for such Non-Program Vehicle obtained in such calendar month
in accordance with such Series 2022-5 Third-Party Market Value Procedures;
(ii) if, pursuant to the Series 2022-5 Third-Party Market Value Procedures, no Monthly NADA Mark
for such Non-Program Vehicle was obtained in such calendar month, then the Monthly Blackbook Mark, if any,
for such Non-Program Vehicle obtained in such calendar month in accordance with such Series 2022-5 Third-
Party Market Value Procedures; and
(iii) if, pursuant to the Series 2022-5 Third-Party Market Value Procedures, neither a Monthly NADA
Mark nor a Monthly Blackbook Mark for such Non-Program Vehicle was obtained for such calendar month
(regardless of whether such value was not obtained because (A) neither a Monthly NADA Mark nor a Monthly
Blackbook Mark was obtained in undertaking the Series 2022-5 Third-Party Market Value Procedures or (B)
such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or after the first
day of such calendar month), then the Administrator’s reasonable estimation of the fair market value of such
Non-Program Vehicle as of such date of determination; and
(b) until the Series 2022-5 Third-Party Market Value Procedures have been completed for such calendar
(i) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date prior
to the first day of such calendar month, the Series 2022-5 Third- Party Market Value obtained in the
immediately preceding calendar month, in accordance with the Series 2022-5 Third-Party Market Value
Procedures for such immediately preceding calendar month, and
(ii) if such Non-Program Vehicle experienced its Vehicle Operating Lease Commencement Date on or
after the first day of such calendar month, then the Administrator’s reasonable estimation of the fair market
value of such Non-Program Vehicle as of such date of determination.
month:
“Series 2022-5 Third-Party Market Value Procedures ” means, with respect to each calendar month and each
Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
(a) HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a Monthly
NADA Mark for each Non-Program Vehicle that was a Non-Program Vehicle as of the first day of such calendar month,
and
(b) if no Monthly NADA Mark was obtained for any such Non-Program Vehicle described in clause (a) above
upon such attempt, then HVF III shall make one attempt (or cause the Administrator to make one attempt) to obtain a
Monthly Blackbook Mark for any such Non- Program Vehicle.
“Series 2022-5 Trustee Fee Amount ” means, with respect to any Payment Date, an amount equal to the Series
2022-5 Percentage of fees payable to the Trustee with respect to the Notes on such Payment Date.
“Series-Specific 2022-5 Collateral” means the Series 2022-5 Account Collateral with respect to each Series
2022-5 Account and each Class A/B/C/D Demand Note. The Series-Specific 2022- 5 Collateral shall be the “Series-Specific
Collateral” with respect to the Series 2022-5 Notes.
“Similar Law” has the meaning specified in Section 2.2(l) (Transfer Restrictions for Global Notes ) of this Series
2022-5 Supplement.
“Treasury Rate” means with respect a Redemption Date, the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two (2) business days prior to such Redemption Date
(or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such Redemption Date to the Expected Final Payment Date; provided that, if the period from the Redemption
Date to the Expected Final Payment Date is not equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, then the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-
twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from such Redemption Date to the Expected Final Payment Date is less than one (1) year, then the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one (1) year will be used.
2022-5 SUPPLEMENT
SCHEDULE II TO THE SERIES
MONTHLY NOTEHOLDERS’ STATEMENT INFORMATION
Aggregate Principal Amount
Class A Monthly Interest Amount
Class A Principal Amount
Class A/B/C/D Adjusted Principal Amount
Class A/B/C/D Available L/C Cash Collateral Account Amount
Class A/B/C/D Available Reserve Account Amount
Class A/B/C/D Letter of Credit Amount
Class A/B/C/D Letter of Credit Liquidity Amount
Class A/B/C/D Liquid Enhancement Amount
Class A/B/C/D Principal Amount
Class A/B/C/D Required Liquid Enhancement Amount
Class A/B/C/D Required Reserve Account Amount
Class A/B/C/D Reserve Account Deficiency Amount
Class B Monthly Interest Amount
Class B Principal Amount
Class C Monthly Interest Amount
Class C Principal Amount
Class D Monthly Interest Amount
Class D Principal Amount
Class E Monthly Interest Amount (if applicable)
Class E Principal Amount (if applicable)
Determination Date
Aggregate Asset Amount
Aggregate Asset Amount Deficiency
Aggregate Asset Coverage Threshold Amount
Asset Coverage Threshold Amount
Carrying Charges
Cash Amount
Collections
Due and Unpaid Lease Payment Amount
Interest Collections
Percentage
Principal Collections
Advance Rate
Asset Coverage Threshold Amount
Payment Date
Series 2022-5 Accrued Amounts
Series 2022-5 Adjusted Asset Coverage Threshold Amount
Series 2022-5 Asset Amount
Series 2022-5 Asset Coverage Threshold Amount
Series 2022-5 Blended Advance Rate
Series 2022-5 Capped Administrator Fee Amount
Series 2022-5 Capped Operating Expense Amount
Series 2022-5 Capped Trustee Fee Amount
Series 2022-5 Excess Administrator Fee Amount
Series 2022-5 Excess Operating Expense Amount
Series 2022-5 Excess Trustee Fee Amount
Series 2022-5 Failure Percentage
Series 2022-5 Floating Allocation Percentage
Series 2022-5 Administrator Fee Amount
Series 2022-5 Trustee Fee Amount
Series 2022-5 Interest Period
Series 2022-5 Invested Percentage
Series 2022-5 Market Value Average
Series 2022-5 Medium-Duty Truck Amount
Series 2022-5 Moody’s Adjusted Advance Rate
Series 2022-5 Moody’s Blended Advance Rate
Series 2022-5 Moody’s Concentration Adjusted Advance Rate
Series 2022-5 Moody’s Concentration Excess Advance Rate Adjustment
Series 2022-5 Moody’s Concentration Excess Amount
Series 2022-5 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
Series 2022-5 Moody’s Eligible Investment Grade Program Receivable Amount
Series 2022-5 Moody’s Eligible Investment Grade Program Vehicle Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade (High) Program Receivable Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade (Low) Program Receivable Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
Series 2022-5 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
Series 2022-5 Moody’s Manufacturer Concentration Excess Amount
Series 2022-5 Moody’s Medium-Duty Truck Concentration Excess Amount
Series 2022-5 Moody’s MTM/DT Advance Rate Adjustment
Series 2022-5 Moody’s Non-Investment Grade (High) Program Receivable Concentration Excess Amount
Series 2022-5 Moody’s Non-Liened Vehicle Concentration Excess Amount
Series 2022-5 Moody’s Remainder AAA Amount
Series 2022-5 Non-Liened Vehicle Amount
Series 2022-5 Non-Program Fleet Market Value
Series 2022-5 Non-Program Vehicle Disposition Proceeds Percentage Average
Series 2022-5 Percentage
Series 2022-5 Principal Amount
Series 2022-5 Principal Collection Account Amount
Series 2022-5 Rapid Amortization Period
On or before the second Business Day following the Trustee’s receipt of a Monthly Noteholders’ Statement, the Trustee shall
post, or cause to be posted, a copy of such Monthly Noteholders’ Statement to https://gctinvestorreporting.bnymellon.com (or
such other website maintained by the Trustee and available to the Series 2022-5 Noteholders, as designated from time to time by
the Trustee).
Exhibit 10.10
Hertz Global Holdings, Inc.
Amended and Restated Directors' Compensation Policy
1)
2)
Date of Adop(cid:13)on. This policy (the “ Policy”) was first adopted by the Board of Directors (the “ Board”) of Hertz Global
Holdings, Inc. (the “Company”) on August 16, 2021 and amended and restated on February 15, 2023 and January 31, 2024.
Eligible Directors. In accordance with Sec(cid:13)on 3.3 of the Company’s Second Amended and Restated Bylaws, the Board has
determined that:
a.
b.
c.
Any member who is also an officer or an employee of the Company or any of its subsidiaries, and any Board
observer, is not entitled to compensation under this Policy;
Any member who is associated with Certares Management LLC or Knighthead Capital Management, LLC shall
receive $1 annually for service as a director, in addi(cid:13)on to having eligibility to par(cid:13)cipate in the programs
described in Paragraph 8; and
All other members (each, an “ Eligible Director”), are eligible to receive compensa(cid:13)on from the Company set forth
in this Policy, in each case commencing from the later of June 30, 2021 or date of election to the Board.
3)
Compensation Amounts. For the plan year that begins immediately upon conclusion of the 2024 annual meeting of
stockholders and ends upon the commencement of the 2025 annual meeting of stockholders, an Eligible Director will earn
the following:
a.
b.
c.
d.
Annual retainer of $275,000, payable $100,000 in cash, and $175,000 in restricted stock units that will se(cid:64)le in
shares of the Company common stock;
In the case of the Chair of the Audit Committee, an additional annual cash fee of $50,000;
In the case of the Chair of the Compensation Committee, an additional annual cash fee of $25,000; and
In the case of the Chair of the Governance Committee, an additional annual cash fee of $15,000.
In light of the above fee structure, there will be no separate fees paid for mee(cid:13)ng a(cid:64)endance. Also, if any addi(cid:13)onal
committees are created from time to time, the compensation for members of any additional committees shall be established by
the Board after considering the recommendation of the Compensation Committee.
4)
Timing and Form of Payment. Unless an Eligible Director elects to receive cash and/or equity compensa(cid:13)on on a tax-
deferred basis (as described in Section 6 below), payments will occur as follows:
a.
b.
Cash Fees. The annual cash retainer fee and any addi(cid:13)onal cash fees paid for service as a Chair of a Commi(cid:64)ee or a
member of a Commi(cid:64)ee, as the case may be, will be paid for each three-month period in arrears, except as
otherwise approved by the Board. The three-month periods will follow a calendar year, with payments occurring
within ten days of March 31, June 30, September 30 and December 31. All amounts will be prorated in the case of
service for less than an entire three-month period.
Equity Grants. The equity incen(cid:13)ve por(cid:13)on of the annual retainer fee will be in the form of restricted stock units
granted under the Company’s Omnibus Incen(cid:13)ve Plan, as amended (the “Omnibus Plan”), with the following
terms:
Number of Restricted Stock Units: The number of restricted stock units granted shall have an equivalent fair
market value (as determined under the Omnibus Plan) equal to the annual restricted stock unit award amount on
the date of grant.
Ves(cid:13)ng: The restricted stock units shall vest on the earlier of the business day immediately preceding the next
annual mee(cid:13)ng of stockholders or an Eligible Director’s departure from the Board for any reason other than a
removal for “Cause” (as defined in the Omnibus Plan), and shall se(cid:64)le within thirty (30) days of such date. A
removal for “Cause” shall result in the immediate forfeiture of unvested restricted stock units.
Date of Grant: The restricted stock units shall be granted on the date of, and immediately following, the 2024
annual mee(cid:13)ng of stockholders, unless such annual mee(cid:13)ng occurs during a “blackout” period, in which case, such
grant will occur on the second (2 ) business day following the date on which the next succeeding Quarterly Report
on Form 10-Q is filed by the Company (the “Extended Date”).
nd
Prora(cid:13)on: For any Eligible Director who is elected or appointed to the Board between annual mee(cid:13)ngs of
stockholders, the ini(cid:13)al equity grant will be prorated for par(cid:13)al months served in the 12-month period between
annual mee(cid:13)ngs of stockholders, and be granted on the first trading day of the month following their elec(cid:13)on or
appointment, subject to extension, as appropriate, to the Extended Date.
5)
6)
Elec(cid:13)on to Receive All Fees in The Form of Shares . An Eligible Director may elect annually in advance (in a manner that
complies with the applicable tax rules and insider trading polices of the Company) to receive fees that would otherwise be
payable in cash in the form of shares of common stock of the Company. If an Eligible Director makes such an elec(cid:13)on, he or
she shall receive, at the (cid:13)me the cash fees otherwise would have been payable under this Policy, shares of common stock
of the Company having an equivalent fair market value as determined under the Omnibus Plan on such date. An Eligible
Director may alternatively elect to receive shares of common stock of the Company on a tax-deferred basis, as noted below.
Deferral Elections. An Eligible Director may elect (in a manner that complies with applicable tax rules) to defer receipt of any
compensa(cid:13)on for service as an Eligible Director payable in the form of cash or shares of common stock of the Company
and, in lieu thereof, receive shares of common stock of the Company on a tax-deferred basis; such shares shall cons(cid:13)tute
deferred stock units under the Omnibus Plan (“Phantom Stock”). Phantom Stock will be se(cid:64)led in shares of common stock
of the Company delivered (i.e., paid) to the Eligible Director promptly following the date on which he or she ceases to serve
as an Eligible Director for any reason other than a removal for Cause or upon a “Change in Control” (as defined in the
Omnibus Plan or applicable award agreement), if earlier. For administra(cid:13)ve convenience, an Eligible Director must elect to
defer at least fi(cid:75)y percent (50%) of his or her annual cash retainer fee to par(cid:13)cipate in this aspect of the deferral elec(cid:13)on
program.
An Eligible Director may elect (in a manner that complies with applicable tax rules) to defer se(cid:64)lement and payout of the
por(cid:13)on of the annual retainer provided in the form of restricted stock units described in Sec(cid:13)on 4(b)(i) above and which
cons(cid:13)tute deferred stock units under the Omnibus Plan (the “Phantom Restricted Stock Units”); provided, however, the
preceding deferral shall not change the ves(cid:13)ng period described previously for such restricted stock units. Phantom Restricted
Stock Units will be se(cid:64)led on or within thirty (30) days following the date on which the Eligible Director ceases to serve as an
Eligible Director for any reason other than a removal for Cause or upon a Change in Control, if earlier. For administra(cid:13)ve
convenience, an Eligible Director must elect to defer one hundred percent (100%) of the annual retainer provided in the form of
restricted stock units to participate in this aspect of the deferral election program.
The decision to par(cid:13)cipate in this deferral elec(cid:13)on program must be made by wri(cid:64)en elec(cid:13)on within thirty (30) days of first
becoming eligible under this Policy as an Eligible Director or, for subsequent years, prior to the end of the calendar
year preceding the (i) year for which the Eligible Director desires to elect to defer fees under the program and (ii) year in which
the restricted stock units are granted for which the Eligible Director desires to elect to defer se(cid:64)lement/payment of under the
program.
7)
Omnibus Plan. Restricted stock units, shares of common stock and deferred stock units (including phantom stock and
phantom restricted stock units) issued to Eligible Directors as compensa(cid:13)on (either as part of the annual restricted stock
unit award to Eligible Directors or at the elec(cid:13)on of the Eligible Director as described above) will be granted under the
Omnibus Plan.
8)
Other Benefits.
a.
b.
Director Car Rental Program . All non-management directors will be issued Hertz Platinum® cards and be entitled to
worldwide Hertz car rentals in accordance with the Director Car Rental Program.
Special Edi(cid:13)on Vehicle Purchase Program . All non-management directors will be en(cid:13)tled to par(cid:13)cipate in any of
the Company’s Special Edi(cid:13)on vehicle programs by purchasing Special Edi(cid:13)on vehicles from the Company at the
Company’s cost of purchasing such vehicle. Directors par(cid:13)cipa(cid:13)ng in this benefit will be responsible for all delivery
fees, sales taxes and registra(cid:13)on fees as well as any income tax on any imputed income under the Internal
Revenue Code. Additionally, a director agrees not to sell a Special Edition vehicle until the expiry of the twenty-four
(24) month period from the contractual hold period which is mandated by the vehicle manufacturer and applicable
to the Company.
Exhibit 10.25
October 12 , 2023
Justin Keppy
Dear Justin:
I am very pleased to confirm our offer of employment with Hertz Global Holdings, Inc. (the “Company” or “Hertz”) for the position of Executive Vice
President – Chief Operating Officer, starting on December 4, 2023. This position will report directly to Stephen Scherr, Chief Executive Officer, and will
be based out of Estero, FL. Your base salary, paid on a bi-weekly basis, will be $48,076.92 which equates to an annualized salary of $1,250,000. This
offer is contingent upon verification of your education and previous employment, satisfactory references, passing the drug test and criminal background
check, presentation of legally required documentation establishing your right to work in the United States, and agreement to enter into and signing Hertz’s
standard Employee Confidentiality & Non-Competition Agreement and any applicable acknowledgement of clawback policies.
You will be eligible to participate in the Hertz Executive Incentive Compensation Plan: Corporate – Global with a target payment of 100% of your eligible
earnings. Your 2023 award will be made in accordance with the terms of the plan, provided that your award will be prorated for actual days worked in
2023 and based solely on the Company’s performance versus the plan metrics, without any modification based on your individual performance. Details
of this plan will be provided to you upon commencement of your employment. Hertz retains the right and sole discretion to amend, modify or rescind this
plan at any time and for any reason.
You will receive a one-time cash sign on award in the gross amount of $750,000 less applicable taxes, payable on the first payroll date in the next fiscal
quarter following your hire date or such earlier date as you may be terminated without Cause or resign for Good Reason (as defined on Exhibit A).
Should you voluntarily end your employment for any reason other than a Good Reason (as defined on Exhibit A) or be terminated for Cause (as defined
on Exhibit A) within twenty-four months of your start date, you will be required to pay back a pro-rata amount of this award, with credit for full months
worked in the period (with your first month of employment considered a full month).
You will be granted sign-on equity in the form of two one-time equity awards, as follows:
1. A Restricted Stock Unit (RSU) award with a value of $10,000,000 (the “Good Leaver Sign-On RSU Award”). The Good Leaver Sign-On RSU
Award will be granted on your first day of employment with Hertz. The number of shares you receive will be calculated based on the closing
market price of Hertz’s common stock on the day of the grant. One-third of this award will vest on the one-year anniversary following the grant
date, and the final thirds of the award will vest on the second and third anniversaries of the grant date, respectively. The Sign-On RSU Award will
be subject to the terms and conditions of the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the “Plan”) and the Company’s standard
Form of Restricted Stock Unit Agreement with Section 2(b)(i) modified to read as set forth on Exhibit A.
2. A RSU award with a value of $5,000,000 (the “Cliff Sign-On RSU Award”). The Cliff Sign-On RSU Award will be granted on your first day of
employment with Hertz. The number of shares you receive will be calculated based on the closing market price of Hertz’s common stock on the
day of the grant. 100% of this award will vest on the fourth anniversary following the grant date. The Cliff Sign-On RSU Award will be subject to
the terms and conditions of the Plan and the Company’s standard Form of Restricted Stock Unit Agreement.
8501 Williams Road | Estero, FL 33928 | (239) 301-7000
/s/ JK
Justin Keppy Initial
Justin Keppy
Page 2 of 6
Notwithstanding the accelerated vesting that will be provided for in the Good Leaver Sign-On RSU Award as set forth on Exhibit A, and for the avoidance
of doubt, the provisions of Section 7.6 of the Plan regarding Wrongful Conduct (as defined in the Plan) and the provisions of Section 7.7 of the Plan,
regarding clawbacks, shall apply to the Good Leaver Sign-On RSU Award. Accelerated vesting rights shall not usurp the Company’s rights under those
provisions of the Plan.
You will also be eligible to participate in our long-term incentive program with a targeted award value of $2,500,000. The program currently includes a
grant of RSUs (40% of the total value) and Performance Share Units (PSUs) (60% of the total value), each of which vest over a three-year period. Your
2023 equity grant under this program will be pro-rated for partial months worked based on your start date with Hertz (i.e., a value of $1,736,111
assuming you start on December 4, 2023). The RSUs and PSUs for your 2023 grant will be issued on the first trading day of the quarter following the
commencement of your employment with Hertz. The number of shares you receive will be calculated based on the closing market price of Hertz’s
common stock on the day of grant. The RSUs and PSUs for your 2023 grant will vest at the same time as awards granted to all program participants.
Equity grants are subject to approval by the Compensation Committee of the Hertz Board of Directors and are subject to its sole and exclusive discretion.
The value of your sign-on equity will not be used as the basis for reducing either the targeted award value or the actual award value made by the
Compensation Committee pursuant to the long-term incentive program. Grants are made in accordance with the Plan and the award agreements
adopted thereunder. Materials and details regarding this plan will be sent to you under separate cover.
You will be eligible for a company provided vehicle for your personal and professional use, with income imputed for the value of your personal use. The
service vehicle policy and vehicle choice guidance will be provided to you upon commencement of your employment. Under the current policy, you will be
eligible for a replacement vehicle every three years or 36,000 miles, whichever comes first. Hertz retains the right and sole discretion to amend, modify or
rescind the policy at any time and for any reason.
You will be eligible for four weeks’ vacation per the terms and conditions of The Hertz Corporation vacation policy.
You will be a participant in any severance plan that is in existence and applicable to executive officers of the Company (other than the Chief Executive
Officer) from time to time.
Notwithstanding the foregoing, until the third anniversary of your commencement of employment your cash severance benefits shall be as follows:
1. You will be entitled to the benefits included in the Senior Executive Severance Plan in effect as of the date hereof (the “Severance Plan”) if
you are terminated without “Cause” as set forth on Exhibit A (i.e., even if the definition of “Cause” in the Severance Plan is changed in a way
that is less favorable to you); and
2. You will be entitled to the benefits included in the Severance Plan if you terminate your employment for Good Reason, as set forth on Exhibit
A.
If at any time prior the third anniversary of your commencement of employment, (a) the Severance Plan is amended to provide for more favorable
benefits, in the aggregate, than those provided for herein, or (b) a new severance plan for senior executive officers is implemented that provides for more
favorable benefits, in the aggregate, than those provided for herein, you shall instead be eligible for severance benefits under that plan, in lieu of the cash
severance described herein.
For the avoidance of doubt, the provisions of this letter do not create a right to duplicative cash severance benefits. Also for avoidance of doubt, the
provisions of Section 4.05 of the Severance Plan shall not prevent you from being eligible for benefits under the Severance Plan, notwithstanding the
terms of the Good Leaver Sign-On RSU Award. Nothing in this section prohibits the Company from amending,
/s/ JK
Justin Keppy Initial
Justin Keppy
Page 3 of 6
suspending or terminating the Severance Plan in whole or in part, for any reason or without reason, without your consent or prior notification, provided,
however, that until the third anniversary of the commencement of your employment, you shall be entitled to no less than the benefits described herein.
You are eligible for relocation assistance in the form of a net cash payment of $100,000 plus the movement of your household goods. The relocation
assistance payment will be made as soon as possible once your permanent relocation to the Estero, FL area begins. This award may be used at your
discretion for your travel, temporary living and/or other incurred relocation expenses. Please note that if you voluntarily leave the employment of Hertz
following the commencement of your position for any reason other than a Good Reason (as defined on Exhibit A), you will be required to reimburse the
Company for 100% of the amount of the expenditures made regarding your relocation if you leave in the first year and 50% if you leave in the second
year after receiving the relocation benefits. The terms and conditions of this relocation assistance, including but not limited to any repayment obligations,
will be provided to you in a separate relocation agreement upon acceptance and initiation of the relocation. Execution of that relocation agreement will be
required prior to receiving any relocation reimbursement.
In addition, Hertz agrees to pay on your behalf or reimburse you for the reasonable attorneys’ fees incurred by you in connection with the review and
negotiation of this letter, up to a cap of $10,000, with appropriate evidence of the incurrence of such fees to be provided.
Hertz provides you with the opportunity to participate in our Custom Benefits Program. This benefits program offers you numerous coverage options for:
Medical Accidental Death and Dismemberment
Dental Disability
Vision Dependent Care Flexible Spending Account
Life Insurance Health Care Flexible Spending Account
Dependent Life Insurance
You choose when you want coverage to begin:
Standard benefits coverage begins the first day of the month following sixty (60) consecutive days of employment.
Day One Coverage begins on day one – your date of hire. If you choose to elect Day One Coverage, you can enroll in medical, dental, and vision
coverage and you’ll pay 100% of the premiums until the Hertz premium subsidy starts on the first day of the month following 60 days of
employment.
Go to HertzBenefits.com to Get Connected and learn more. You can find videos, FAQs, an enrollment calculator, and more.
Additionally, you’re eligible to contribute to the Hertz Income Savings Plan (401k) (the “401k Plan”) on the first day of the month following 60 days of
employment. In accordance with the 401k Plan document, Hertz matches your contributions (both before-tax and Roth after-tax contributions) dollar for
dollar on the first 3% of your Eligible Compensation (as defined in the 401k Plan) you contribute and 50 cents on the dollar for the next 2% of your
Eligible Compensation you contribute. The Company match starts when
/s/ JK
Justin Keppy Initial
Justin Keppy
Page 4 of 6
you’re eligible to contribute to the 401(k), and you’re always 100% vested in the contributions you or the Company make to the 401k Plan, and any
related investment earnings.
Notwithstanding anything in this letter to the contrary, you acknowledge and agree that this letter and any compensation or other benefits described
herein (including the settlement of any equity awards) are subject to the terms and conditions of Hertz’s clawback policy or policies (if any) as may be in
effect from time to time including specifically to implement Section 10D of the U.S. Securities Exchange Act of 1934 and any applicable rules or
regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which shares of Hertz common
stock may be traded) (collectively, the “Compensation Recovery Policy”), and by accepting the terms and conditions of employment, you acknowledge
and agree that you consent to be bound by the terms of this letter, including its clawback provisions (and consent to fully cooperate with the Company in
connection with any of your obligations pursuant to the letter and its clawback provisions).
The following obligations are fundamental terms and conditions of your employment (the “Obligations”):
(i) You represent and warrant that you have not and will not disclose to Hertz any confidential information or trade secrets that you may have from any
third party, including but not limited to any current or former employer.
(ii) You have provided and must provide to the Company before your employment begins any Confidentiality, Non-Competition and/or Non-Solicitation
agreement you have with any third party, including but not limited to any current or former employer, that is in effect as of the date of this letter.
(iii) You represent and warrant to the Company and agree that the negotiation, entering into or performance of your employment with the Company has
not resulted in and must not result in any breach by you of any agreement, duty or other obligation (including but not limited to a Confidentiality, Non-
Competition and/or Non-Solicitation duty, agreement, or obligation), to any third party, including but not limited to any current or prior employer.
(iv) You confirm and agree that you must not bring and will not transfer to the Company or use in the performance of your duties and functions with the
Company any confidential material, documents, information or property, whether electronic or otherwise, of any third party, including but not limited to
any current or former employer. You agree that you will not remove or possess any documents or information, whether electronic or otherwise, from such
third party and that you will not transfer any such documents or information to the Company at any time or otherwise use such documents or information
in the scope of your employment with the Company.
(v) During your employment with the Company you will not engage in any activity that competes with or adversely affects the Company, nor will you
begin to organize or develop any competing entity (or assist anyone else in doing).
(vi) You will not disclose at any time (except for business purposes on behalf of the Company) any confidential or proprietary material of the Company.
That material shall include, but is not limited to, the names and addresses of customers, customer contacts, contracts, bidding information, business
strategies, pricing information and the Company’s policies and procedures.
(vii) You agree that all documents (paper or electronic) and other information related in any way to the Company shall be the property of the Company
and will be returned to the Company upon the end of your employment with the Company.
/s/ JK
Justin Keppy Initial
Justin Keppy
Page 5 of 6
(viii) You agree that should a court issue injunctive relief to enforce any of the Obligations, or if a court (or jury) determines that you breached any of the
Obligations, you will reimburse the Company for all attorney’s fees and costs incurred in enforcing the Obligations, and you will also be liable for any
other damages or relief permitted by law.
(ix) You agree that any disputes over the Obligations and your employment with Hertz shall be governed by Florida law, shall be resolved in a Florida
State Court or in a federal Court located in Florida, and may be enforced by the Company or its successors or assigns.
The Obligations will survive and continue in full force and effect following the commencement of your employment with the Company. Should you at any
time be in breach of the Obligations or should the foregoing representations and warranties be inaccurate or false, it will result in your immediate
termination from the Company, and such termination shall be deemed a termination for Cause for purposes of your Good Leaver Sign-On RSU Award.
In addition, you agree that you will indemnify and save harmless the Company and its directors, officers, employees and agents from any and all claims
and demands incurred by any of them directly or indirectly arising from any breach of the Obligations or any inaccuracy or misrepresentation of the
foregoing representations and warranties.
Per Hertz’s standard policy, this letter is not intended as nor should it be considered as an employment contract for a definite or indefinite period.
Employment with Hertz is at will, and either you or the Company may terminate the employment at any time, with or without cause. In addition, by signing
this letter, you acknowledge that this letter, together with the Employee Confidentiality & Non-Competition Agreement, sets forth the entire agreement
between you and the Company regarding your employment with the Company, and fully supersedes any prior agreements or understandings, whether
written or oral. Your Human Resources contact is Eric Leef and is available to answer any questions.
Sincerely,
/s/ Stephen Scherr
Stephen Scherr
Chief Executive Officer
I, Justin Keppy, have read, understand, and having had the opportunity to obtain independent legal advice, hereby voluntarily accept and agree to the
terms and conditions for employment as outlined in this letter and I agree to do all things and to execute all documents necessary to give effect to the
terms and conditions of employment as outlined in this letter, including but not limited to my execution of the Employee Confidentiality & Non-Competition
Agreement and any acknowledgement of clawback policies.
ACCEPTANCE
/s/ Justin Keppy __________________________________ 10/12/2023_____
Signature Date
_Justin R. Keppy________________________________
Printed Name
/s/ JK
Justin Keppy Initial
Justin Keppy
Page 6 of 6
Termination of Employment.
(b) Termination of Employment
(b)
Exhibit A
Exhibit A
(i) Good Leaver Termination. If the Participant’s employment with the Company is terminated by the Company or a
Subsidiary without Cause, or the Participant terminates his employment for Good Reason, such termination shall be deemed a “Good
Leaver Termination.” In the event of a Good Leaver Termination, the RSUs shall vest in full (and the Restriction Period shall lapse)
immediately upon such termination. Such RSUs shall be settled as provided in Section 3.
A. The term “Good Reason” shall mean, without Participant’s prior written consent, (1) reduction by the Company of
Participant’s base salary or target annual bonus, in a manner that is not consistent with a broad-based reduction
applicable to all members of the senior management team, (2) a material diminution in Participant’s title, duties or
responsibilities, or (3) a change in Participant’s reporting relationship such that he no longer reports to the individual
who is serving as the Chief Executive Officer as of the Grant Date or the Board. Good Reason will exist only if
(x) Participant delivers written notice to the Company of the existence of an action that could constitute Good Reason
within 30 days of Participant’s knowledge of such action, (y) the Company fails to cure such action within 30 days of
such notice, and (z) if the Company fails to cure such action, Participant terminates his employment within 30 days
after the end of the Company’s cure period.
B. The term “Cause” shall mean the Participant’s (1) failure to perform the Participant’s material duties with the Company
(other than any such failure resulting from the Participant’s incapacity as a result of physical or mental illness) after a
written demand for performance specifying the manner in which the Participant has not performed such duties is
delivered to the Participant by the person or entity that supervises or manages the Participant, (2) engaging in serious
misconduct that is injurious to the Company or any of its Subsidiaries, (3) one or more acts of fraud or personal
dishonesty resulting in or intended to result in personal enrichment at the expense of the Company or any of its
Subsidiaries, (4) abusive use of alcohol, drugs or similar substances that, in the sole judgment of the Company,
impairs the Participant’s job performance, (5) violation of any Company policy that results in harm to the Company or
any of its Subsidiaries, (6) indictment for or conviction of (or plea of guilty or nolo contendere) to a felony or of any
crime (whether or not a felony) involving moral turpitude, or (7) a breach of any of the enumerated Obligations as
defined in Participant’s offer letter dated October ___, 2023. A termination for “Cause” shall include a determination
by the Committee following a Participant’s termination of employment for any other reason that, prior to such
termination of employment, circumstances constituting Cause existed with respect to the Participant.
/s/ JK
Justin Keppy Initial
EXHIBIT 21.1
Doing Business As
Firefly
Hertz Car Sales
Hertz Rent-A-Car
Thrifty
Dollar Rent A Car
Thrifty Car Rental
Firefly
Hertz Car Sales
Legal Entity
Hertz Global Holdings, Inc.
Rental Car Intermediate Holdings, LLC
The Hertz Corporation
Hertz Global Holdings, Inc.
The Hertz Corporation
List of Subsidiaries
State or Jurisdiction
of Incorporation
Delaware
Delaware
Delaware
U.S. and Countries Outside Europe
United States
Thrifty Insurance Agency, Inc.
Dollar Thrifty Automotive Group, Inc.
Executive Ventures, Ltd.
Firefly Rent A Car LLC
Hertz Aircraft, LLC
Hertz Canada Vehicles Partnership
Hertz Car Exchange, Inc.
Hertz Car Sales LLC
Hertz Dealership One LLC
HERTZ FHV #1, LLC
HERTZ FHV #2, LLC
HERTZ FHV #3, LLC
HERTZ FHV #4, LLC
HERTZ FHV #5, LLC
HERTZ FHV #6, LLC
HERTZ FHV #7, LLC
HERTZ FHV #8, LLC
HERTZ FHV #9, LLC
HERTZ FHV #10, LLC
HERTZ FHV #11, LLC
HERTZ FHV #12, LLC
HERTZ FHV #13, LLC
HERTZ FHV #14, LLC
HERTZ FHV #15, LLC
HERTZ FHV #16, LLC
Hertz Fleet Services, LLC
Hertz Funding Corp.
Hertz General Interest LLC
Hertz Global Services Corporation
Hertz International, Ltd.
Hertz Investments, Ltd.
Arkansas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
1
Hertz Local Edition Corp.
Hertz Local Edition Transporting, Inc.
HERTZ MOBILITY HOLDINGS, LLC
Hertz NL Holdings, Inc.
Hertz System, Inc.
Hertz Technologies, Inc.
Hertz Transporting, Inc.
Hertz Vehicle Financing II LP
Hertz Vehicle Financing III LLC
Hertz Vehicle Financing LLC
Hertz Vehicle Interim Financing LLC
Hertz Vehicle Sales Corporation
Hertz Vehicles LLC
HIL2 LLC
HVF II GP Corp.
Navigation Solutions, L.L.C.
Rental Car Group Company, LLC
SellerCo FSHCO Company
Smartz Vehicle Rental Corporation
Hertz Corporate Center Property Owners' Association, Inc.
SellerCo Corporation
SellerCo Mobility Solutions, Inc.
Dollar Rent A Car, Inc.
DTG Operations, Inc.
DTG Supply, LLC
Rental Car Finance LLC
Thrifty Car Sales, Inc.
Thrifty Rent-A-Car System, LLC
Thrifty, LLC
TRAC Asia Pacific, Inc.
Australia
Ace Tourist Rentals (Aus) Pty Limited
HA Fleet Pty Ltd.
Hertz Australia Pty. Limited
Hertz Investment (Holdings) Pty. Limited
Bermuda
HIRE (Bermuda) Limited
Brazil
2
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Illinois
Illinois
Oklahoma
Oklahoma
Oklahoma
Oklahoma
Oklahoma
Oklahoma
Oklahoma
Oklahoma
Australia
Australia
Australia
Australia
Bermuda
Dollar Airport Parking
Dollar Rent A Car
Firefly
Quik Stop
Thrifty Airport Parking
Thrifty Airport Valet Parking
Thrifty Car Rental
Thrifty Car Sales Outlet
Thrifty Parking
Thrifty Truck Rental
Dollar
Dollar Rent A Car
Firefly
Hertz 24/7
Thrifty
Thrifty Car Rental
Hertz Do Brasil Ltda.
Canada
3216173 Nova Scotia Company
CMGC Canada Acquisition ULC
DTG Canada Corp.
Hertz Canada (N.S.) Company
2232560 Ontario Inc.
2240919 Ontario Inc.
Dollar Thrifty Automotive Group Canada Inc.
DTGC Car Rental L.P.
HC Limited Partnership
HCE Limited Partnership
Hertz Canada Finance Co., Ltd. (In Quebec-
Financement Hertz Canada Ltee.)
Hertz Canada Limited
TCL Funding Limited Partnership
SellerCo Fleet Leasing, Ltd.
China
Hertz Car Rental Consulting (Shanghai) Co. Ltd.
Japan
Hertz Asia Pacific (Japan), Ltd.
New Zealand
Hertz New Zealand Holdings Limited
Hertz New Zealand Limited
Tourism Enterprises Ltd
Puerto Rico
Hertz Puerto Rico Holdings Inc.
Puerto Ricancars, Inc.
Singapore
Hertz Asia Pacific Pte. Ltd.
South Korea
Hertz Asia Pacific Korea Ltd
EUROPE
Belgium
Hertz Belgium b.v.b.a.
Czech Republic
Hertz Autopujcovna s.r.o.
France
EILEO SAS
Hertz France S.A.S.
RAC Finance, SAS
Germany
Brazil
Nova Scotia
Nova Scotia
Nova Scotia
Nova Scotia
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Quebec
People's Republic of
China
Japan
New Zealand
New Zealand
New Zealand
Puerto Rico
Puerto Rico
Singapore
South Korea
Belgium
Czech Republic
France
France
France
3
Hertz Autovermietung GmbH
Ireland
Apex Processing Limited
Dan Ryan Car Rentals Limited
Hertz Europe Service Centre Limited
HERTZ FLEET LIMITED
Hertz International RE Limited
Probus Insurance Company Europe DAC
Italy
Hertz Fleet (Italiana) SrL
Hertz Italiana Srl
IFM SPV S.r.l.
Luxembourg
HERTZ LUXEMBOURG, S.A.R.L.
Monaco
Hertz Monaco, S.A.M.
The Netherlands
Fleet Management France (FMF)
Hertz Automobielen Nederland B.V.
Hertz Claim Management B.V.
Fleet Management Holdings B.V.
Hertz Holdings Netherlands 2 B.V.
International Fleet Financing No. 2 B.V.
Stuurgroep Fleet (Netherlands) B.V.
Stuurgroep Holland B.V.
Slovakia
Hertz Autopozicovna s.r.o.
Spain
Hertz de Espana, S.L.
United Kingdom
Daimler Hire Limited
Hertz (U.K.) Limited
Hertz Accident Support Ltd.
Hertz Claim Management Limited
Hertz Europe Limited
Hertz Holdings III UK Limited
Hertz UK Receivables Limited
Hertz Vehicle Financing U.K. Limited
Germany
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Italy
Italy
Italy
Luxembourg
Monaco
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Slovakia
Spain
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
4
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-260913) pertaining to the Hertz Global Holdings, Inc.
2021 Omnibus Incentive Plan of our reports dated February 12, 2024, with respect to the consolidated financial statements of Hertz Global Holdings, Inc.
and subsidiaries and the effectiveness of internal control over financial reporting of Hertz Global Holdings, Inc. and subsidiaries included in this Annual
Report (Form 10-K) for the year ended December 31, 2023.
/s/ Ernst & Young LLP
Tampa, Florida
February 12, 2024
I, Stephen M. Scherr, certify that:
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
EXHIBIT 31.1
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 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
Date: February 12, 2024
internal control over financial reporting.
By:
/s/ STEPHEN M. SCHERR
Stephen M. Scherr
Chief Executive Officer and Director
I, Alexandra Brooks, certify that:
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
EXHIBIT 31.2
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 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
Date: February 12, 2024
internal control over financial reporting.
By:
/s/ ALEXANDRA BROOKS
Alexandra Brooks
Executive Vice President and Chief Financial Officer
I, Stephen M. Scherr, certify that:
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
EXHIBIT 31.3
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 of The Hertz Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 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
Date: February 12, 2024
internal control over financial reporting.
By:
/s/ STEPHEN M. SCHERR
Stephen M. Scherr
Chief Executive Officer and Director
I, Alexandra Brooks, certify that:
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)
EXHIBIT 31.4
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 of The Hertz Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 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
Date: February 12, 2024
internal control over financial reporting.
By:
/s/ ALEXANDRA BROOKS
Alexandra Brooks
Executive Vice President and Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
EXHIBIT 32.1
In connection with the Annual Report of Hertz Global Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2023 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Scherr, Chief Executive Officer and Director of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that to my knowledge:
(1) the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: February 12, 2024
By:
/s/ STEPHEN M. SCHERR
Stephen M. Scherr
Chief Executive Officer and Director
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
EXHIBIT 32.2
In connection with the Annual Report of Hertz Global Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2023 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Alexandra Brooks, 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: February 12, 2024
By:
/s/ ALEXANDRA BROOKS
Alexandra Brooks
Executive Vice President and Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
EXHIBIT 32.3
In connection with the Annual Report of The Hertz Corporation (the “Company”) on Form 10-K for the period ending December 31, 2023 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Scherr, Chief Executive Officer and Director of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that to my knowledge:
(1) the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: February 12, 2024
By:
/s/ STEPHEN M. SCHERR
Stephen M. Scherr
Chief Executive Officer and Director
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
EXHIBIT 32.4
In connection with the Annual Report of The Hertz Corporation (the “Company”) on Form 10-K for the period ending December 31, 2023 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Alexandra Brooks, 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: February 12, 2024
By:
/s/ ALEXANDRA BROOKS
Alexandra Brooks
Executive Vice President and Chief Financial Officer
Exhibit 97.1
HERTZ GLOBAL HOLDINGS, INC.
Covered Officer Compensation Clawback Policy
Effective as of October 2, 2023
Capitalized terms are used as defined in this Policy.
A. Purpose
The Board of Directors (the “Board”) of Hertz Global Holdings, Inc. (the “Company”) has adopted this Compensation Clawback
Policy (the “Policy”) to empower the Company to recover Covered Compensation erroneously awarded to a Covered Officer in the event
of an Accounting Restatement.
The adoption of this Policy is as required pursuant to the listing standards of The Nasdaq Stock Market (the “Stock Exchange”),
Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act.
Notwithstanding anything in this Policy to the contrary, at all times this Policy remains subject to interpretation and operation in
accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the final
listing standards adopted by the Stock Exchange, and any applicable SEC or Stock Exchange guidance or interpretations issued from
time to time regarding Covered Compensation recovery requirements (collectively, the “Final Guidance”).
Questions regarding this Policy should be directed to the Company’s General Counsel.
B. Application
This Policy applies to the Company’s Covered Officers.
“Covered Officer” means any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f) under
the Exchange Act, as determined by the Board or its Compensation Committee (the “Committee”). Covered Officers include, at a
minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.
The Committee may also deem, by resolution or formal policy, other individuals with a title of at least Vice President (or any
other title of substantially similar status) to also be a Covered Officer for purposes of this Policy.
C. Policy Statement
Unless a Clawback Exception set forth in Section F applies, the Company will recover, reasonably promptly, from each Covered
Officer, the Covered Compensation Received by such individual in the event that the Company is required to prepare an Accounting
Restatement.
If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo such recovery under this Policy from
such Covered Officer.
The Company’s rights of recovery under this Policy shall not preclude any other remedies or rights that may be available to the
Company under applicable law, regulation or rule or pursuant to the terms of any agreement with or policy applicable to a Covered
Officer.
D. Definitions
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1. “Accounting Restatement” means an accounting restatement that is prepared due to the material noncompliance of the Company
with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an
error in previously issued financial statements that is material to the previously issued financial statements, or that would result in
a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
2. “Covered Compensation” means the amount of Incentive-Based Compensation Received during the applicable Recovery Period
that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received during such Recovery
Period had it been determined based on the relevant restated amounts. All determinations of Covered Compensation Received
shall be computed without regard to any taxes paid (i.e., on a gross basis).
3. “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the
attainment of a Financial Reporting Measure.
4. “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles
used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such a measure.
Stock price and total shareholder return are also Financial Reporting Measures.
5.
Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting
Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based
Compensation occurs after the end of that period.
6. “Recovery Period” means the three completed fiscal years immediately preceding the Trigger Date and, if applicable, any
transition period resulting from a change in the Company’s fiscal year within or immediately following those three completed
fiscal years (provided, however, that if a transition period between the last day of the Company’s previous fiscal year end and the
first day of its new fiscal year comprises a period of nine to 12 months, such period shall be deemed to be a completed fiscal
year).
7. The “Trigger Date” as of which the Company is required to prepare an Accounting Restatement is the earlier to occur of: (i) the
date that the Board, applicable Board committee, or officers authorized to take action if Board action is not required, concludes,
or reasonably should have concluded, that the Company is required to prepare the Accounting Restatement or (ii) the date a
court, regulator, or other legally authorized body directs the Company to prepare the Accounting Restatement.
E. Additional Information on “Incentive-Based Compensation”
1. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded
Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement,
the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be based on a reasonable
estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the incentive-
Based Compensation was Received. The Company will maintain and provide to the Stock Exchange documentation of the
determination of such reasonable estimate.
2. For purposes of clarity, Incentive-Based Compensation includes compensation that is in any plan (other than tax-qualified
retirement plans), including long term disability, life insurance, and supplemental executive retirement plans, and includes any
other compensation that is based on
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such Incentive-Based Compensation, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed
to such plans.
3. “Incentive-Based Compensation Received” by a Covered Officer will only qualify as Covered Compensation under this Policy if:
(i) it is Received on or after October 2, 2023; (ii) it is Received after such Covered Officer begins service as a Covered Officer;
(iii) such Covered Officer served as a Covered Officer at any time during the performance period for such Incentive-Based
Compensation; and (iv) it is Received while the Company has a class of securities listed on a national securities exchange or a
national securities association.
F. Clawback Exceptions
The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an Accounting
Restatement unless one of the following conditions are met and the Committee has made a determination that recovery would be
impracticable in accordance with Rule 10D-1 under the Exchange Act (under such circumstances, a “Clawback Exception” applies):
1.
2.
3.
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the
Company has already made a reasonable attempt to recover such erroneously awarded Covered Compensation from such Covered
Officer, has documented such reasonable attempt(s) to recover, and has provided such documentation to the Stock Exchange);
recovery would violate home country law that was adopted prior to November 28, 2022 (and the Company has already obtained
an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and
provided such opinion to the Stock Exchange); or
recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees
of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code and
regulations thereunder. For purposes of clarity, this Clawback Exception only applies to tax-qualified retirement plans.
G. Prohibitions
The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the
loss of erroneously awarded Covered Compensation.
H. Administration and Interpretation
The Committee will administer this Policy in accordance with the Final Guidance, and will have full and exclusive authority and
discretion to supplement, amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in whole or in part) this Policy,
including the authority to correct any defect, supply any omission or reconcile any ambiguity, inconsistency or conflict in the Policy,
subject to the Final Guidance. The Committee will review the Policy from time to time and will have full and exclusive authority to take
any action it deems appropriate.
The Committee will have the authority to offset any compensation or benefit amounts that become due to a Covered Officer to the
extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to
recover any Covered Compensation.
Any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date of this Policy
by the Company with a Covered Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement
by the Covered Officer to
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abide by the terms of this Policy as in effect from time to time, or any successor policy. Furthermore, each Covered Officer, upon being
so designated or assuming such position, may be required to execute and deliver to the Company’s General Counsel an acknowledgment
of and consent to this Policy, in a form reasonably acceptable to and provided by the Company from time to time, (i) acknowledging and
consenting to be bound by the terms of this Policy, (ii) agreeing to fully cooperate with the Company in connection with any of such
Covered Officer’s obligations to the Company pursuant to this Policy, and (iii) agreeing that the Company may enforce its rights under
this Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under this Policy.
I. Disclosure
This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be disclosed in the
Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related
rules and regulations, including the Final Guidance.
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HERTZ GLOBAL HOLDINGS, INC.
Compensation Clawback Policy Acknowledgment and Consent
The undersigned hereby acknowledges that he or she has received and reviewed a copy of the Covered Officer Compensation
Clawback Policy of Hertz Global Holdings, Inc. (the “Company”), and the Supplemental Compensation Clawback Policy of the
Company, each as effective as of October 2, 2023, and as adopted by the Company’s Board of Directors (together, the “Policy”).
Pursuant to the Policy, the undersigned hereby:
•
•
•
•
•
acknowledges that he or she has been designated as (or assumed the position of) a “Covered Officer” or “Covered Employee”
as defined in the Policy;
acknowledges and consents to the Policy;
acknowledges and consents to be bound by the terms of the Policy;
agrees to fully cooperate with the Company in connection with any of the undersigned’s obligations to the Company pursuant
to the Policy; and
agrees that the Company may enforce its rights under the Policy through any and all reasonable means permitted under
applicable law as the Company deems necessary or desirable under the Policy.
ACKNOWLEDGED AND AGREED:
Name: [NAME]
________________________________
Date: [DATE]
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