10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33139

HERTZ GLOBAL HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

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

225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(201) 307-2000
(Address, including Zip Code, and telephone number,
including area code, of Registrant's principal executive offices)

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ý    No o

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

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

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

There were 412,066,036 shares of the Registrant's common stock, par value $0.01 per share, issued and outstanding as of August 2, 2010.

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
INDEX

			Page
PART I. FINANCIAL INFORMATION
	ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)
		Report of Independent Registered Public Accounting Firm	1
		Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	2
		Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2010 and 2009	3
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009	4-5
		Notes to Condensed Consolidated Financial Statements	6-34
	ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35-67
	ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	67
	ITEM 4.	Controls and Procedures	67
PART II. OTHER INFORMATION
	ITEM 1.	Legal Proceedings	68
	ITEM 1A.	Risk Factors	68-86
	ITEM 6.	Exhibits	87
SIGNATURE			88
EXHIBIT INDEX			89

PART I—FINANCIAL INFORMATION

ITEM l.    Condensed Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Hertz Global Holdings, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Hertz Global Holdings, Inc. and its subsidiaries as of June 30, 2010, and the related consolidated statements of operations for the three-month and six-month periods ended June 30, 2010 and June 30, 2009 and the consolidated statements of cash flows for the six-month periods ended June 30, 2010 and June 30, 2009. These interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2009, and the related consolidated statements of operations, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February 26, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2009, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 6, 2010

1

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars)

Unaudited

				June 30, 2010			December 31, 2009
ASSETS
Cash and cash equivalents				$	896,848		$	985,642
Restricted cash and cash equivalents					743,435			365,159
Receivables, less allowance for doubtful accounts of $17,374 and $21,268					1,400,306			1,325,332
Inventories, at lower of cost or market					88,805			93,415
Prepaid expenses and other assets					304,296			300,125
Revenue earning equipment, at cost:
	Cars				9,853,330			8,205,579
		Less accumulated depreciation			(1,091,215	)		(1,186,299	)
	Other equipment				2,558,808			2,582,029
		Less accumulated depreciation			(909,713	)		(749,724	)
			Total revenue earning equipment		10,411,210			8,851,585
Property and equipment, at cost:
	Land, buildings and leasehold improvements				1,038,726			1,023,891
	Service equipment and other				853,647			838,906
					1,892,373			1,862,797
		Less accumulated depreciation			(735,705	)		(674,668	)
			Total property and equipment		1,156,668			1,188,129
Other intangible assets, net					2,563,709			2,597,682
Goodwill					290,550			295,350
			Total assets	$	17,855,827		$	16,002,419
LIABILITIES AND EQUITY
Accounts payable				$	1,467,148		$	658,671
Accrued liabilities					915,817			1,024,822
Accrued taxes					158,114			108,356
Debt					11,693,823			10,364,367
Public liability and property damage					261,142			277,828
Deferred taxes on income					1,446,099			1,470,934
			Total liabilities		15,942,143			13,904,978
Commitments and contingencies (Note 16)
Equity:
Hertz Global Holdings Inc. and Subsidiaries stockholders' equity
	Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 411,949,818 and 410,245,225 shares issued and outstanding				4,120			4,102
	Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding				—			—
	Additional paid-in capital				3,160,278			3,141,695
	Accumulated deficit				(1,237,844	)		(1,062,318	)
	Accumulated other comprehensive loss				(30,783	)		(3,331	)
			Total Hertz Global Holdings, Inc. and Subsidiaries stockholders' equity		1,895,771			2,080,148
Noncontrolling interest					17,913			17,293
			Total equity		1,913,684			2,097,441
			Total liabilities and equity	$	17,855,827		$	16,002,419

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

2

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands of Dollars, except share and per share data)

Unaudited

			Three Months Ended June 30,						Six Months Ended June 30,
			2010			2009			2010			2009
Revenues:
	Car rental		$	1,582,983		$	1,450,902		$	2,979,554		$	2,711,804
	Equipment rental			265,706			276,808			502,677			556,140
	Other			30,897			26,774			58,243			51,426
		Total revenues		1,879,586			1,754,484			3,540,474			3,319,370
Expenses:
	Direct operating			1,075,037			988,573			2,088,036			1,943,893
	Depreciation of revenue earning equipment			456,720			479,350			915,893			969,178
	Selling, general and administrative			171,985			141,510			339,728			308,234
	Interest expense			188,873			163,835			369,971			328,944
	Interest and other income, net			(6,791	)		(49,511	)		(9,069	)		(51,532	)
		Total expenses		1,885,824			1,723,757			3,704,559			3,498,717
Income (loss) before income taxes				(6,238	)		30,727			(164,085	)		(179,347	)
(Provision) benefit for taxes on income				(14,210	)		(22,989	)		(3,190	)		26,665
Net income (loss)				(20,448	)		7,738			(167,275	)		(152,682	)
Less: Net income attributable to noncontrolling interest				(4,673	)		(3,876	)		(8,251	)		(6,965	)
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders			$	(25,121	)	$	3,862		$	(175,526	)	$	(159,647	)
Weighted average shares outstanding (in thousands)
	Basic			411,834			343,698			411,290			333,591
	Diluted			411,834			349,153			411,290			333,591
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders:
	Basic		$	(0.06	)	$	0.01		$	(0.43	)	$	(0.48	)
	Diluted		$	(0.06	)	$	0.01		$	(0.43	)	$	(0.48	)

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

3

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

Unaudited

				Six Months Ended June 30,
				2010			2009
Cash flows from operating activities:
	Net loss			$	(167,275	)	$	(152,682	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation of revenue earning equipment			915,893			969,178
		Depreciation of property and equipment			78,571			80,543
		Amortization of other intangible assets			32,700			33,138
		Amortization and write-off of deferred financing costs			38,508			27,922
		Amortization of debt discount			21,104			14,923
		Stock-based compensation charges			19,308			16,502
		(Gain) loss on derivatives			4,922			(18,318	)
		Amortization of cash flow hedges			38,868			29,857
		Provision for losses on doubtful accounts			10,295			16,635
		Asset writedowns			14,215			13,105
		Deferred taxes on income			(3,818	)		19,724
		Gain on sale of property and equipment			(2,176	)		(1,314	)
	Changes in assets and liabilities, net of effects of acquisition:
		Receivables			(105,472	)		(15,878	)
		Inventories, prepaid expenses and other assets			(28,075	)		18,257
		Accounts payable			254,809			(65,003	)
		Accrued liabilities			(66,832	)		(208,362	)
		Accrued taxes			(5,220	)		(57,838	)
		Public liability and property damage			252			(22,029	)
			Net cash provided by operating activities		1,050,577			698,360
Cash flows from investing activities:
	Net change in restricted cash and cash equivalents				(389,242	)		543,774
	Revenue earning equipment expenditures				(5,429,930	)		(3,540,501	)
	Proceeds from disposal of revenue earning equipment				3,409,157			3,197,561
	Property and equipment expenditures				(92,018	)		(48,344	)
	Proceeds from disposal of property and equipment				15,194			5,106
	Acquisitions, net of cash acquired				(157	)		(71,280	)
	(Purchase) sale of short-term investments, net				3,171			(4,169	)
	Other investing activities				817			835
			Net cash provided by (used in) investing activities	$	(2,483,008	)	$	82,982

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

4

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Thousands of Dollars)

Unaudited

				Six Months Ended June 30,
				2010			2009
Cash flows from financing activities:
	Proceeds from issuance of long-term debt			$	681,370		$	4,219
	Proceeds from convertible debt offering				—			459,655
	Repayment of long-term debt				(756,964	)		(682,389	)
	Short-term borrowings:
		Proceeds			274,730			221,921
		Repayments			(168,377	)		(181,442	)
		Proceeds (repayments) under the revolving lines of credit, net			1,423,403			(971,469	)
	Distributions to noncontrolling interest				(7,630	)		(8,050	)
	Proceeds from sale of common stock				—			328,739
	Proceeds from exercise of stock options				2,250			2,702
	Proceeds from employee stock purchase plan				1,222			1,363
	Proceeds from disgorgement of stockholder short-swing profits				111			14
	Net settlement on vesting of restricted stock				(5,670	)		—
	Payment of financing costs				(24,972	)		(6,772	)
			Net cash provided by (used in) financing activities		1,419,473			(831,509	)
Effect of foreign exchange rate changes on cash and cash equivalents					(75,836	)		26,790
Net decrease in cash and cash equivalents during the period					(88,794	)		(23,377	)
Cash and cash equivalents at beginning of period					985,642			594,266
Cash and cash equivalents at end of period				$	896,848		$	570,889
Supplemental disclosures of cash flow information:
	Cash paid during the period for:
		Interest (net of amounts capitalized)		$	264,563		$	298,711
		Income taxes			30,694			13,998
Supplemental disclosures of non-cash flow information:
		Purchases of revenue earning equipment included in accounts payable		$	828,881		$	616,745
		Sales of revenue earning equipment included in receivables			530,856			145,640
		Purchases of property and equipment included in accounts payable			29,125			14,309
		Sales of property and equipment included in receivables			5,259			680

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

5

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1—Background and Liquidity

Background

Hertz Global Holdings, Inc., or "Hertz Holdings," is our top-level holding company. The Hertz Corporation, or "Hertz," is our primary operating company and a direct wholly-owned subsidiary of Hertz Investors, Inc., which is wholly-owned by Hertz Holdings. "We," "us" and "our" mean Hertz Holdings and its consolidated subsidiaries, including Hertz.

We are a successor to corporations that have been engaged in the car and truck rental and leasing business since 1918 and the equipment rental business since 1965. Hertz was incorporated in Delaware in 1967. Ford Motor Company, or "Ford," acquired an ownership interest in Hertz in 1987. Prior to this, Hertz was a subsidiary of UAL Corporation (formerly Allegis Corporation), which acquired Hertz's outstanding capital stock from RCA Corporation in 1985. Hertz Holdings was incorporated in Delaware in 2005 and had no operations prior to the Acquisition (as defined below).

On December 21, 2005, investment funds associated with or designated by:

•

Clayton, Dubilier & Rice, Inc., or "CD&R,"



•

The Carlyle Group, or "Carlyle," and



•

Merrill Lynch Global Private Equity, or "MLGPE" (now known as BAML Capital Partners),

or collectively the "Sponsors," acquired all of Hertz's common stock from Ford Holdings LLC. We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition." Following our initial public offering in November 2006 and subsequent offerings in June 2007, May 2009 and June 2009, the Sponsors currently own approximately 51% of the common stock of Hertz Holdings.

In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the parent company of MLGPE. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by MLGPE and certain of its affiliates.

Liquidity

Our primary liquidity needs include servicing of corporate and fleet related debt, the payment of operating expenses and purchases of rental vehicles and equipment to be used in our operations. Our primary sources of funding are operating revenue, cash received on the disposal of vehicles and equipment, borrowings under our asset-backed borrowing arrangements and our revolving credit facilities.

As of June 30, 2010, we had $11,693.8 million of total indebtedness outstanding. Accordingly, we are highly leveraged and a substantial portion of our liquidity needs arise from debt service on our indebtedness and from the funding of our costs of operations and capital expenditures.

Our liquidity as of June 30, 2010 consists of cash and cash equivalents, unused commitments under our Senior ABL Facility and unused commitments under our fleet financing facilities. For a description of these amounts, see Note 8—Debt.

Based on all that we accomplished in 2009 and the first half of 2010, our current availability under our various credit facilities and our business plan, we believe we have sufficient liquidity to meet our U.S. debt maturities over the next twelve months. See Note 8—Debt.

In June 2010, Hertz Vehicle Financing LLC, or "HVF," our wholly-owned subsidiary, issued $184.3 million in aggregate principal amount of 3 year and 5 year Subordinated Series 2009-2 Rental Car Asset Backed

6

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Notes, Class B, or the "Series 2009-2 Class B Notes." The 3 year notes carry a 4.94% coupon (5.00% yield) and the 5 year notes carry a 5.93% coupon (6.01% yield) with expected final maturities in 2013 and 2015, respectively. The net proceeds of the offering were or will be used to purchase vehicles under our asset-backed securities, or "ABS," program, used to pay other ABS indebtedness or, to the extent permitted, used for general purposes.

Also, in June 2010, we issued EUR 400 million (the equivalent of $491.1 million as of June 30, 2010) aggregate principal amount of 8.5% Senior Secured Notes due 2015, or the "Euro Notes," and entered into a EUR 220 million (the equivalent of $270.1 million as of June 30, 2010) revolving credit facility that matures in 2013, or the "European Credit Facility." The net proceeds of the Euro Notes and European Credit Facility were used to refinance our International Fleet Debt and Belgian Fleet Financing Facility, both of which were due to mature in December 2010, and the excess was or will be used for general purposes.

As of June 30, 2010, we have approximately $520.5 million of remaining international fleet debt outstanding that matures in December 2010. We are currently in discussions regarding our remaining refinancing options, and based on these discussions and our ability to access the capital markets, we expect to refinance the remaining debt maturing in December 2010 on or prior to maturity. However, the availability of financing is subject to a variety of factors not in our control, including economic and market conditions and investor demand, so there is no guarantee that such facilities can be refinanced or that the terms of such replacement financings will be acceptable. In the event financing is not available or is not available on terms we deem acceptable, we would expect to utilize our corporate liquidity to repay these obligations which could have a negative impact on our operational and financial flexibility, and may require us to make significant operational changes to our business (including, without limitation, reducing the size of our rental fleet, reducing the percentage of our car rental fleet subject to repurchase or guaranteed depreciation programs or reducing or delaying capital expenditures).

In July 2010, we entered into a EUR 400 million (the equivalent of $491.1 million as of June 30, 2010) asset-backed securitization facility that matures in 2013, or the "European Securitization," the proceeds of which were used to refinance the portion of our existing International ABS Fleet Financing Facility relating to France and the Netherlands, which was due to mature in December 2010. This facility refinanced $288.8 million of the $520.5 million of remaining international fleet debt outstanding as of June 30, 2010 that matures in December 2010.

In addition, in July 2010, we issued approximately $750 million in aggregate principal amount of 3 year, 5 year and 7 year Series 2010-1 Rental Car Asset Backed Notes, or the "Series 2010-1 Notes." The net proceeds of the offering were or will be used, to the extent permitted, to purchase vehicles under the ABS program of HVF, to pay other ABS indebtedness or distributed to Hertz and used for general purposes.

The agreements governing our corporate indebtedness require us to comply with two key covenants based on a consolidated leverage ratio and a consolidated interest expense coverage ratio. Our failure to comply with the obligations contained in any agreements governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt becoming immediately due and payable and could further result in a cross default or cross acceleration of our debt issued under other instruments. As of June 30, 2010, we were in compliance with all of these financial covenants.

MBIA Insurance Corporation, or "MBIA," and Ambac Assurance Corporation, or "Ambac," provide credit enhancements in the form of financial guarantees for our 2005 Notes, with each providing guarantees for approximately half of the $2,184.9 million in principal amount of the 2005 Notes that was outstanding as of June 30, 2010, all of which matures during 2010.

7

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

An event of bankruptcy with respect to MBIA or Ambac between now and the maturities of the 2005 Notes in 2010 would result in an amortization event under the portion of the 2005 Notes guaranteed by the affected insurer. In addition, if an amortization event continues for 30 days or longer, the noteholders of the affected series of notes would have the right to require liquidation of a portion of the fleet sufficient to repay such notes, provided that the exercise of the right was exercised by a majority of the affected noteholders. Ambac has publicly stated that it has insufficient capital to finance its debt service and operating expense requirements beyond the second quarter of 2011 and may need to seek bankruptcy protection.

Since MBIA and Ambac are facing financial instability, have been downgraded one or more times and are on review for further credit downgrade or under developing outlook by one or more credit agencies, we did not have the Series 2009-1 Notes, Series 2009-2 Notes, Series 2009-2 Class B Notes or the Series 2010-1 Notes guaranteed. Accordingly, if a bankruptcy of MBIA or Ambac were to occur prior to the 2005 Notes maturing, we expect that we would use our corporate liquidity and the borrowings under or proceeds from these recent financings to pay down the amounts owed under the affected series of 2005 Notes.

On April 25, 2010, we entered into a definitive merger agreement, or the "Merger Agreement," under which we agreed to acquire Dollar Thrifty Automotive Group, or "Dollar Thrifty," for a purchase price of $41.00 per share, or a total of $1.27 billion, in a mix of cash and Hertz Holdings common stock, based on our closing stock price on the trading day before the agreement was signed. Under the terms of the agreement, Dollar Thrifty has agreed to pay a special cash dividend of $200 million (expected to be approximately $6.88 per share) to its stockholders immediately prior to closing, and each outstanding share of Dollar Thrifty common stock will be converted at the closing into the right to receive from us 0.6366 of a share of our common stock and a cash payment from us equal to $32.80 less the amount of the special cash dividend paid by Dollar Thrifty. At the closing, we will issue an aggregate of approximately 18 million shares of our common stock (excluding shares issuable upon the exercise of stock options that are being converted to Hertz Holdings stock options) and pay an aggregate of approximately $750 million in cash (which does not include the $200 million special cash dividend to be paid by Dollar Thrifty). We intend to fund the cash portion of the purchase price with existing liquidity from the combined company. We also intend to assume or refinance Dollar Thrifty's existing fleet debt outstanding at closing. The transaction is subject to customary closing conditions, regulatory approvals, approval by Dollar Thrifty stockholders and payment of the special dividend. The transaction is not conditioned on receipt of financing by us; however, it is likely that we will incur additional financing prior to the acquisition to replenish our liquidity levels. We are currently exploring alternatives with respect to debt offerings and other financings.

On July 28, 2010, Avis Budget Group, Inc., or "Avis," submitted a competing offer to acquire Dollar Thrifty, or the "Avis Offer." Pursuant to the terms of our Merger Agreement, the Dollar Thrifty board of directors analyzed the Avis Offer to determine whether its terms were superior to the terms of our Merger Agreement. On August 3, 2010, Dollar Thrifty issued a press release publishing a letter from its chief executive officer and president to Avis's chairman and chief executive officer indicating that Dollar Thrifty's board of directors could not conclude that the terms of the Avis Offer were superior to the terms of our Merger Agreement, but that Dollar Thrifty was ready to review and consider any modifications or additional information Avis may wish to make or provide to address the concerns identified in the letter.

Note 2—Basis of Presentation

The significant accounting policies summarized in Note 1 to our audited consolidated financial statements contained in our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended

8

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

December 31, 2009, filed with the United States Securities and Exchange Commission, or "SEC," on February 26, 2010 and March 1, 2010, respectively, or collectively known as our "Annual Report," have been followed in preparing the accompanying condensed consolidated financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or "GAAP," requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.

The December 31, 2009 condensed consolidated balance sheet data was derived from our audited financial statements, but does not include all disclosures required by GAAP.

In our opinion, all adjustments necessary for a fair statement of the results of operations for the interim periods have been made. Results for interim periods are not necessarily indicative of results for a full year.

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

Note 3—Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board issued guidance, which contains amendments to Accounting Standards Codification 810, "Consolidation," relating to how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. These provisions became effective for us on January 1, 2010, but did not have a material impact on our financial position or results of operations.

Note 4—Cash and Cash Equivalents and Restricted Cash

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

In our Consolidated Statements of Cash Flows, we net cash flows from revolving borrowings in the line item "Proceeds (repayments) under the revolving lines of credit, net." The contractual maturities of such borrowings may exceed 90 days in certain cases.

Restricted cash and cash equivalents includes cash and cash equivalents that are not readily available for our normal disbursements. Restricted cash and cash equivalents are restricted for the purchase of revenue earning vehicles and other specified uses under our Fleet Debt facilities, for our Like-Kind Exchange Program, or "LKE Program," and to satisfy certain of our self-insurance regulatory reserve requirements. As of June 30, 2010 and December 31, 2009, the portion of total restricted cash and cash equivalents that was associated with our Fleet Debt facilities was $671.2 million and $295.0 million, respectively. The increase in restricted cash associated with our Fleet Debt of $376.2 million from December 31, 2009 to June 30, 2010, primarily related to the timing of purchases and sales of revenue earning vehicles prior to the end of the quarter.

9

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 5—Goodwill and Other Intangible Assets

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

		Car Rental			Equipment Rental			Total
Balance as of January 1, 2010
	Goodwill	$	335.8		$	654.5		$	990.3
	Accumulated impairment losses		(43.0	)		(651.9	)		(694.9	)
			292.8			2.6			295.4
	Goodwill acquired during the period		—			0.8			0.8
	Other changes during the period(1)		(5.3	)		(0.3	)		(5.6	)
Balance as of June 30, 2010
	Goodwill		330.5			655.0			985.5
	Accumulated impairment losses		(43.0	)		(651.9	)		(694.9	)
		$	287.5		$	3.1		$	290.6

		Car Rental			Equipment Rental			Total
Balance as of January 1, 2009
	Goodwill	$	307.1		$	651.9		$	959.0
	Accumulated impairment losses		(43.0	)		(651.9	)		(694.9	)
			264.1			—			264.1
	Goodwill acquired during the year		24.0			2.4			26.4
	Other changes during the year(1)		4.7			0.2			4.9
Balance as of December 31, 2009
	Goodwill		335.8			654.5			990.3
	Accumulated impairment losses		(43.0	)		(651.9	)		(694.9	)
		$	292.8		$	2.6		$	295.4

(1)

Primarily consists of changes resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.

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

				June 30, 2010
				Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
	Customer-related			$	600.3	$	(275.6	)	$	324.7
	Other				49.0		(15.6	)		33.4
		Total			649.3		(291.2	)		358.1
Indefinite-lived intangible assets:
	Trade name				2,190.0		—			2,190.0
	Other				15.6		—			15.6
		Total			2,205.6		—			2,205.6
			Total other intangible assets, net	$	2,854.9	$	(291.2	)	$	2,563.7

10

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

				December 31, 2009
				Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
	Customer-related			$	600.6	$	(246.5	)	$	354.1
	Other				50.0		(12.0	)		38.0
		Total			650.6		(258.5	)		392.1
Indefinite-lived intangible assets:
	Trade name				2,190.0		—			2,190.0
	Other				15.6		—			15.6
		Total			2,205.6		—			2,205.6
			Total other intangible assets, net	$	2,856.2	$	(258.5	)	$	2,597.7

Amortization of other intangible assets for the three months ended June 30, 2010 and 2009, was approximately $16.3 million and $17.6 million, respectively, and for the six months ended June 30, 2010 and 2009, was approximately $32.7 million and $33.2 million, respectively. Based on our amortizable intangible assets as of June 30, 2010, we expect amortization expense to be approximately $32.0 million for the remainder of 2010 and range from $58.2 million to $63.6 million for each of the next five fiscal years.

During the six months ended June 30, 2010, we added one car rental location by acquiring a former franchisee in our domestic car rental operations and one equipment rental location related to an external acquisition done within our equipment rental operations. Each of these transactions has been accounted for using the acquisition method of accounting in accordance with GAAP and operating results of the acquired locations from the dates of acquisition are included in our consolidated statements of operations.

Note 6—Taxes on Income

The effective tax rate for the three and six months ended June 30, 2010 was (227.8)% and (1.9)%, respectively. The provision for taxes on income of $14.2 million in the three months ended June 30, 2010 decreased from $22.9 million in the three months ended June 30, 2009, primarily due to decreases in income before income taxes and discrete charges and a decrease in the losses in certain non-U.S. jurisdictions for which a tax benefit cannot be recognized. The provision for taxes on income was $3.2 million in the six months ended June 30, 2010 compared to a benefit of $26.7 million in the six months ended June 30, 2009. The change is primarily due to a lower loss before income taxes and an increase in discrete charges in the six months ended June 30, 2010, compared to the six months ended June 30, 2009, partially offset by a decrease in losses in certain non-U.S. jurisdictions for which a tax benefit cannot be recognized.

11

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 7—Depreciation of Revenue Earning Equipment

Depreciation of revenue earning equipment includes the following (in millions of dollars):

		Three Months Ended June 30,
		2010		2009
Depreciation of revenue earning equipment		$	429.8	$	441.1
Adjustment of depreciation upon disposal			12.7		18.5
Rents paid for vehicles leased			14.2		19.8
	Total	$	456.7	$	479.4

		Six Months Ended June 30,
		2010		2009
Depreciation of revenue earning equipment		$	861.4	$	870.3
Adjustment of depreciation upon disposal			27.5		63.7
Rents paid for vehicles leased			27.0		35.2
	Total	$	915.9	$	969.2

The adjustment of depreciation upon disposal of revenue earning equipment for the three months ended June 30, 2010 and 2009, included net losses of $9.4 million and $11.6 million, respectively, on the disposal of vehicles used in our car rental operations and net losses of $3.3 million and $6.9 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations. The adjustment of depreciation upon disposal of revenue earning equipment for the six months ended June 30, 2010 and 2009, included net losses of $20.6 million and $26.7 million, respectively, on the disposal of vehicles used in our car rental operations and net losses of $6.9 million and $37.0 million, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations.

Depreciation rates are reviewed on an ongoing basis based on management's routine review of present and estimated future market conditions and their effect on residual values at the time of disposal. During the six months ended June 30, 2010, depreciation rates being used to compute the provision for depreciation of revenue earning equipment were adjusted on certain vehicles in our car rental operations to reflect changes in the estimated residual values to be realized when revenue earning equipment is sold. These depreciation rate changes resulted in net increases of $3.4 million and $10.9 million in depreciation expense for the three and six months ended June 30, 2010, respectively. During the three and six months ended June 30, 2010, depreciation rate changes in our equipment rental operations resulted in net increases of $0.7 million and $2.7 million in depreciation expense.

For the three months ended June 30, 2010 and 2009, our worldwide car rental operations sold approximately 41,400 and 39,000 non-program cars, respectively, a 6.2% year over year increase primarily due to a higher average fleet size. For the six months ended June 30, 2010 and 2009, our worldwide car rental operations sold approximately 83,000 and 67,500 non-program cars, respectively, a 23.0% year over year increase primarily due to a higher average fleet size.

12

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 8—Debt

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

				June 30, 2010			December 31, 2009
Corporate Debt
Senior Term Facility, average interest rate: 2010, 2.1%; 2009, 2.0% (effective average interest rate: 2010, 2.1%; 2009, 2.0%); net of unamortized discount: 2010, $11.6; 2009, $13.9				$	1,340.2		$	1,344.7
Senior ABL Facility; net of unamortized discount: 2010, $7.4; 2009, $9.6					(7.4	)		(9.6	)
Senior Notes, average interest rate: 2010, 8.7%; 2009, 8.7%					2,009.4			2,054.7
Senior Subordinated Notes, average interest rate: 2010, 10.5%; 2009, 10.5%					518.5			518.5
Promissory Notes, average interest rate: 2010, 7.5%; 2009, 7.3% (effective average interest rate: 2010, 7.5%; 2009, 7.4%); net of unamortized discount: 2010, $3.1; 2009, $3.3					342.6			391.4
Convertible Senior Notes, average interest rate: 2010, 5.25%; 2009, 5.25%; (effective average interest rate: 2010, 6.6%; 2009, 6.8%); net of unamortized discount: 2010, $97.8; 2009, $107.3					376.9			367.4
Notes payable, average interest rate: 2010, 6.0%; 2009, 8.0%					8.9			9.6
Foreign subsidiaries' debt denominated in foreign currencies:
	Short-term bank borrowings, average interest rate: 2010, 7.7%; 2009, 10.8%				12.0			7.3
	Other borrowings, average interest rate: 2010, 2.5%; 2009, 2.5%				4.4			5.4
			Total Corporate Debt		4,605.5			4,689.4
Fleet Debt
U.S. Fleet Debt, average interest rate: 2010, 4.1%; 2009, 4.7% (effective average interest rate: 2010, 4.1%; 2009, 4.7%); net of unamortized discount: 2010, $14.4; 2009, $16.7					5,217.4			4,058.3
International Fleet Debt(1), average interest rate: 2009, 2.1% (effective average interest rate: 2009, 2.2%); net of unamortized discount: 2009, $8.7					—			705.3
International ABS Fleet Financing Facility, average interest rate: 2010, 3.6%; 2009, 3.6%; (effective average interest rate: 2010, 3.6%; 2009, 3.6%); net of unamortized discount: 2010, $2.4; 2009, $5.7					446.1			383.2
Fleet Financing Facility, average interest rate: 2010, 1.6%; 2009, 1.5% (effective average interest rate: 2010, 1.6%; 2009, 1.5%); net of unamortized discount: 2010, $0.5; 2009, $0.8					162.5			147.2
Brazilian Fleet Financing Facility, average interest rate: 2010, 9.9%; 2009, 13.3%					74.5			69.3
Canadian Fleet Financing Facility, average interest rate: 2010, 0.6%; 2009, 0.5%					115.2			55.6
Belgian Fleet Financing Facility(1), average interest rate: 2009, 1.8%					—			33.7
Capitalized Leases, average interest rate: 2010, 4.0%; 2009, 4.8%					314.7			222.4
Euro Notes(1), average interest rate: 2010, 8.5% (effective average interest rate: 2010, 8.5%); net of unamortized discount: 2010, $2.6					488.5			—
European Credit Facility(1), average interest rate: 2010, 4.2%					269.4			—
			Total Fleet Debt		7,088.3			5,675.0
		Total Debt		$	11,693.8		$	10,364.4

Note:

For further information on the definitions and terms of our debt, see Note 3 of the Notes to our audited annual consolidated financial statements included in our Form 10-K under the caption "Item 8—Financial Statements and Supplementary Data" and Note 1—Background and Liquidity of this Form 10-Q, or this "Report."

(1)

The International Fleet Debt and Belgian Fleet Financing Facility were refinanced in the three months ended June 30, 2010 with the proceeds of the Euro Notes and the European Credit Facility.

13

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

The aggregate amounts of maturities of debt for each of the twelve-month periods ending June 30 (in millions of dollars) are as follows: 2011, $5,373.4 (including $3,060.9 of other short-term borrowings); 2012, $180.2; 2013, $1,929.4; 2014, $2,484.5; 2015, $828.7; after 2015, $1,037.4.

Our short-term borrowings of $3,060.9 million as of June 30, 2010 include, among other items, the amounts outstanding under our International ABS Fleet Financing Facility, Fleet Financing Facility, Brazilian Fleet Financing Facility, Canadian Fleet Financing Facility, Capitalized Leases and European Credit Facility. These amounts are considered short-term in nature since they have maturity dates of three months or less; however these facilities are revolving in nature and do not expire at the time of the short-term debt maturity except for our International ABS Fleet Financing Facility and Brazilian Fleet Financing Facility which mature in December 2010.

As of June 30, 2010, there were outstanding standby letters of credit totaling $685.7 million. Of this amount, $423.5 million has been issued for the benefit of the ABS Program ($200.0 million of which was issued by Ford and $223.5 million of which was issued under the Senior Credit Facilities) and the remainder is primarily to support self-insurance programs (including insurance policies with respect to which we have indemnified the policy issuers for any losses) in the United States, Canada and Europe and to support airport concession obligations in the United States and Canada. As of June 30, 2010, none of these letters of credit have been drawn upon. In November 2010, the "Ford" letter of credit by its terms will expire in conjunction with the maturity of the 2005 Notes.

Second Quarter Events

In June 2010, HVF issued the Series 2009-2 Class B Notes which mature in 2013 and 2015. The net proceeds of the offering were or will be used to purchase vehicles under our ABS program, used to pay other ABS indebtedness or, to the extent permitted, used for general purposes. The Series 2009-2 Class B Notes are included in U.S. Fleet Debt.

In June 2010, we issued the Euro Notes and entered into the European Credit Facility. The net proceeds of the Euro Notes and European Credit Facility were used to refinance our International Fleet Debt and Belgian Fleet Financing Facility, both of which were due to mature in December 2010, and the excess was or will be used for general purposes. The Euro Notes and the European Credit Facility will be the primary fleet financing for our rental car operations in Germany, Italy, Spain, Belgium, Luxembourg and Switzerland and mature in 2013. The Euro Notes and the European Credit Facility are guaranteed on a senior unsecured basis by Hertz and certain U.S. subsidiaries of Hertz and on a senior secured basis by certain non-U.S. subsidiaries of Hertz.

See Note 18—Subsequent Events.

Guarantees and Security

There have been no material changes to the guarantees and security provisions of the debt instruments and credit facilities under which our indebtedness as of June 30, 2010 has been issued from the terms as disclosed in our Annual Report, except as described above.

14

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Covenants

Certain of our debt instruments and credit facilities contain a number of covenants that, among other things, limit or restrict the ability of the borrowers and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business, make capital expenditures, or engage in certain transactions with affiliates. Some of these agreements also require the maintenance of certain financial covenants. As of June 30, 2010, we were in compliance with all of these financial covenants.

As of June 30, 2010, we had an aggregate principal amount outstanding of $1,351.8 million pursuant to our Senior Term Facility and no amounts outstanding in our Senior ABL Facility. As of June 30, 2010, Hertz was required under the Senior Term Facility to have a consolidated leverage ratio of not more than 5.25:1 and a consolidated interest expense coverage ratio of not less than 2.00:1. In addition, under our Senior ABL Facility, if there was less than $200.0 million of available borrowing capacity under that facility as of June 30, 2010, Hertz was required to have a consolidated leverage ratio of not more than 5.25:1 and a consolidated fixed charge coverage ratio of not less than 1:1 for the quarter then ended. Under the Senior Term Facility, as of June 30, 2010, we had a consolidated leverage ratio of 3.54:1 and a consolidated interest expense coverage ratio of 3.40:1. Since we had maintained sufficient borrowing capacity under our Senior ABL Facility as of June 30, 2010, and expect to maintain such capacity in the future, the consolidated fixed charge coverage ratio was not deemed relevant for presentation. For further information on the terms of our senior credit facilities, see Note 3 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data."

Derivatives

We utilize certain derivative instruments to enhance our ability to manage risks relating to cash flow and interest rate exposure. See Note 14—Financial Instruments.

15

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Credit Facilities

As of June 30, 2010, the following credit facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

		Remaining Capacity		Availability Under Borrowing Base Limitation
Corporate Debt
Senior Term Facility		$	—	$	—
Senior ABL Facility			1,591.7		815.9
	Total Corporate Debt		1,591.7		815.9
Fleet Debt
U.S. Fleet Debt			478.1		80.4
International ABS Fleet Financing Facility			456.2		25.6
Fleet Financing Facility			2.0		2.0
Brazilian Fleet Financing Facility			—		—
Canadian Fleet Financing Facility			102.0		3.9
Capitalized Leases			62.5		17.3
Euro Notes			—		—
European Credit Facility			—		—
	Total Fleet Debt		1,100.8		129.2
Total		$	2,692.5	$	945.1

As of June 30, 2010, the Senior Term Facility had approximately $1.3 million available under the letter of credit facility and the Senior ABL Facility had $6.7 million available under the letter of credit facility sublimit.

Our liquidity as of June 30, 2010 was $2,813.5 million, which consisted of $896.8 million of cash and cash equivalents, $815.9 million of unused commitments under our Senior ABL Facility and $1,100.8 million of unused commitments under our fleet financing facilities. Taking into consideration the borrowing base limitations in our Senior ABL Facility and in our Fleet Debt, the amount that we had available for immediate use as of June 30, 2010 under our Senior ABL Facility was $815.9 million and we had $129.2 million of over-enhancement that was available under our Fleet Debt. Accordingly, as of June 30, 2010, we had $1,841.9 million ($896.8 million in cash and cash equivalents, $815.9 million available under our Senior ABL Facility and $129.2 million available under our various Fleet Debt facilities) in liquidity that was available for our immediate use. Future availability of borrowings under these facilities will depend on borrowing base requirements and other factors, many of which are outside our control.

Also, substantially all of our revenue earning equipment and certain related assets are owned by special purpose entities, or are subject to liens in favor of our lenders under our various credit facilities. Substantially all our other assets in the United States are also subject to liens in favor of our lenders under our various credit facilities. None of these assets would be available to satisfy the claims of our general creditors if we failed to perform our obligations to such creditors.

16

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Some of these special purpose entities are consolidated variable interest entities, of which Hertz is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of rental vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of June 30, 2010 and December 31, 2009, our International Fleet Funding and Hertz Fleet Limited variable interest entities had total assets primarily comprised of revenue earning equipment of $374.3 million and $367.6 million, respectively, and total liabilities primarily comprised of debt of $485.8 million and $710.3 million, respectively. For further information on the terms of our debt, see Note 3 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data."

Accrued Interest

As of June 30, 2010 and December 31, 2009, accrued interest was $117.5 million and $120.9 million, respectively, which is reflected in our condensed consolidated balance sheet in "Accrued liabilities."

Note 9—Employee Retirement Benefits

The following table sets forth the net periodic pension and postretirement (including health care, life insurance and auto) expense (in millions of dollars):

		Pension Benefits
														Postretirement Benefits (U.S.)
		U.S.						Non-U.S.
		Three Months Ended June 30,
		2010			2009			2010			2009			2010			2009
Components of Net Periodic Benefit Cost:
	Service cost	$	6.7		$	5.4		$	1.2		$	1.4		$	—		$	0.1
	Interest cost		6.8			7.0			2.5			2.4			0.2			0.2
	Expected return on plan assets		(6.7	)		(5.8	)		(2.4	)		(1.9	)		—			—
	Net amortizations		1.6			0.1			—			(0.1	)		(0.1	)		(0.1	)
	Settlement loss		0.1			—			—			—			—			—
	Net pension/postretirement expense	$	8.5		$	6.7		$	1.3		$	1.8		$	0.1		$	0.2

		Pension Benefits
														Postretirement Benefits (U.S.)
		U.S.						Non-U.S.
		Six Months Ended June 30,
		2010			2009			2010			2009			2010			2009
Components of Net Periodic Benefit Cost:
	Service cost	$	13.4		$	10.8		$	2.5		$	2.7		$	0.1		$	0.1
	Interest cost		13.6			14.0			5.1			4.6			0.4			0.4
	Expected return on plan assets		(13.4	)		(11.7	)		(4.9	)		(3.6	)		—			—
	Net amortizations		3.3			0.2			(0.1	)		(0.2	)		(0.2	)		(0.2	)
	Settlement loss		0.4			0.7			—			—			—			—
	Net pension/postretirement expense	$	17.3		$	14.0		$	2.6		$	3.5		$	0.3		$	0.3

Our policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations and union agreements. From time to time we make contributions beyond those legally

17

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

required. For the three and six months ended June 30, 2010, we contributed $10.6 million and $46.6 million, respectively, to our worldwide pension plans, including discretionary contributions of $1.4 million and $3.2 million, respectively, to our U.K. defined benefit pension plan and benefit payments made through unfunded plans. For the three and six months ended June 30, 2009, we contributed to and made benefit payments of $8.5 million and $17.2 million, respectively, to our funded worldwide plans. Of the contributions to worldwide plans, we contributed $6.5 million to the U.S. defined benefit plans during the three months ended June 30, 2009. For the three and six months ended June 30, 2009, we made discretionary contributions of $1.4 million and $2.5 million, respectively, to our U.K. defined benefit pension plan. Based upon the significant decline in asset values in 2008, which were in line with the overall market declines, we have and will continue to make cash contributions in 2010 and possibly in future years. We expect to contribute up to $54.0 million to our U.S. pension plan in the full year of 2010. The level of 2010 and future contributions will vary, and is dependent on a number of factors including actual and projected investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.

We participate in various "multiemployer" pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our condensed consolidated balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan's funding of vested benefits. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. Some multiemployer plans, including one in which we participate, are reported to have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability.

Note 10—Stock-Based Compensation

In March 2010, we granted 527,574 Restricted Stock Units, or "RSUs," to certain executives and employees at fair values ranging from $9.70 to $9.99 and 800,613 Performance Stock Units, or "PSUs," at a fair value of $9.70 under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or the "Omnibus Plan." In May 2010, we granted 182,606 RSUs to certain employees at fair values ranging from $11.87 to $12.38 under the Omnibus Plan.

In March 2010, we granted options to acquire 3,208,155 shares of our common stock to certain executives and employees at exercise prices ranging from $9.70 to $9.99, and in May 2010, we granted options to acquire 29,229 shares of our common stock to certain employees at exercise prices ranging from $11.87 to $12.38, under the Omnibus Plan.

A summary of the total compensation expense and associated income tax benefits recognized under our Hertz Global Holdings, Inc. Stock Incentive Plan and Hertz Global Holdings, Inc. Director Stock

18

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Incentive Plan, or the "Prior Plans," and the Omnibus Plan, including the cost of stock options, RSUs, and PSUs, is as follows (in millions of dollars):

		Three Months Ended June 30,
		2010			2009
Compensation Expense		$	10.3		$	9.1
Income Tax Benefit			(4.0	)		(3.5	)
	Total	$	6.3		$	5.6

		Six Months Ended June 30,
		2010			2009
Compensation Expense		$	19.3		$	16.5
Income Tax Benefit			(7.5	)		(6.4	)
	Total	$	11.8		$	10.1

As of June 30, 2010, there was approximately $58.8 million of total unrecognized compensation cost related to non-vested stock options, RSUs and PSUs granted by Hertz Holdings under the Prior Plans and the Omnibus Plan, including costs related to modifying the exercise prices of certain option grants in order to preserve the intrinsic value of the options, consistent with applicable tax law, to reflect special cash dividends of $4.32 per share paid on June 30, 2006 and $1.12 per share paid on November 21, 2006. These remaining costs are expected to be recognized over the remaining 1.4 years, on a weighted average basis, of the requisite service period that began on the grant dates.

For the three and six months ended June 30, 2010, we recognized compensation cost of approximately $0.1 million ($0.1 million, net of tax) and $0.3 million ($0.2 million, net of tax), respectively, for the amount of the discount on the stock purchased by our employees under the Hertz Global Holdings, Inc. Employee Stock Purchase Plan, or "ESPP." For the three and six months ended June 30, 2009, we recognized compensation cost of approximately $0.1 million ($0.1 million, net of tax) and $0.2 million ($0.1 million, net of tax), respectively, for the amount of the discount on the stock purchased by our employees under the ESPP.

Note 11—Segment Information

Our operating segments are aggregated into reportable business segments based primarily upon similar economic characteristics, products, services, customers, and delivery methods. We have identified two reportable segments: rental of cars and light trucks, or "car rental," and rental of industrial, construction and material handling equipment, or "equipment rental." Other reconciling items includes general corporate assets and expenses, certain interest expense (including net interest on corporate debt), as well as other business activities such as our third party claim management services.

Adjusted pre-tax income (loss) is the measure utilized by management in making decisions about allocating resources to segments and measuring their performance. We believe this measure best reflects the financial results from ongoing operations. Adjusted pre-tax income (loss) is calculated as income (loss) before income taxes plus other reconciling items, non-cash purchase accounting charges, non-cash debt charges and certain one-time charges and non-operational items. The contribution of our reportable segments to revenues and adjusted pre-tax income (loss) and the

19

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

reconciliation to consolidated amounts for the three and six months ended June 30, 2010 and 2009 are summarized below (in millions of dollars).

			Three Months Ended June 30,
			Revenues				Adjusted Pre-Tax Income (Loss)
			2010		2009		2010			2009
Car rental			$	1,611.4	$	1,474.7	$	174.9		$	143.5
Equipment rental				265.8		277.0		14.4			24.7
		Total reportable segments		1,877.2		1,751.7		189.3			168.2
Other				2.4		2.8
		Total	$	1,879.6	$	1,754.5
Adjustments:
	Other reconciling items(1)							(93.5	)		(87.1	)
	Purchase accounting(2)							(22.5	)		(21.8	)
	Non-cash debt charges(3)							(49.6	)		(47.7	)
	Restructuring charges							(20.3	)		(22.0	)
	Restructuring related charges(4)							(2.0	)		(11.3	)
	Gain on debt buyback(5)							—			48.5
	Derivative gains (losses)(6)							(0.6	)		3.9
	Acquisition related costs(7)							(7.0	)		—
		Income (loss) before income taxes					$	(6.2	)	$	30.7

20

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

			Six Months Ended June 30,
			Revenues				Adjusted Pre-Tax Income (Loss)
			2010		2009		2010			2009
Car rental			$	3,033.1	$	2,757.6	$	202.0		$	110.0
Equipment rental				502.8		556.5		9.4			25.4
		Total reportable segments		3,535.9		3,314.1		211.4			135.4
Other				4.6		5.3
		Total	$	3,540.5	$	3,319.4
Adjustments:
	Other reconciling items(1)							(184.9	)		(170.9	)
	Purchase accounting(2)							(44.6	)		(47.8	)
	Non-cash debt charges(3)							(98.4	)		(72.7	)
	Restructuring charges							(31.0	)		(51.5	)
	Restructuring related charges(4)							(7.3	)		(20.2	)
	Management transition costs							—			(0.7	)
	Gain on debt buyback(5)							—			48.5
	Derivative gains (losses)(6)							(2.3	)		4.9
	Acquisition related costs(7)							(7.0	)		—
	Third-party bankruptcy accrual(8)							—			(4.3	)
		Loss before income taxes					$	(164.1	)	$	(179.3	)

(1)

Represents general corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities such as our third-party claim management services.

(2)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased amortization of intangible assets.

(3)

Represents non-cash debt charges relating to the amortization of deferred debt financing costs and debt discounts. For the three and six months ended June 30, 2010, also includes $18.0 million and $38.9 million, respectively, associated with the amortization of amounts pertaining to the de-designation of the HVF interest rate swaps as effective hedging instruments and $4.4 million and $4.4 million, respectively, associated with the write-off of unamortized debt costs in connection with the refinancing of our International Fleet Debt and Belgian Fleet Financing Facility. For the three and six months ended June 30, 2009, also includes $22.3 million and $29.8 million, respectively, associated with the amortization of amounts pertaining to the de-designation of the HVF interest rate swaps as effective hedging instruments.

(4)

Represents incremental, one-time costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.

(5)

Represents a gain (net of transaction costs) recorded in connection with the buyback of portions of our Senior Notes and Senior Subordinated Notes.

(6)

In 2010, represents the mark-to-market adjustment on our interest rate cap. In 2009, represents the mark-to-market adjustments on our gasoline swap.

(7)

Represents costs incurred in connection with the potential acquisition of Dollar Thrifty Automotive Group, Inc.

(8)

Represents an allowance for uncollectible program car receivables related to a bankrupt European dealer affiliated with a U.S. car manufacturer.

21

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

The increase in total assets from December 31, 2009 to June 30, 2010 in our condensed consolidated balance sheet was primarily due to an increase in revenue earning vehicles and restricted cash in our car rental segment.

Note 12—Total Equity

(in Millions)		Number of Shares		Common Stock		Preferred Stock		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest			Total Equity
December 31, 2009			410.2	$	4.1	$	—	$	3,141.7		$	(1,062.3	)	$	(3.3	)	$	17.2		$	2,097.4
	Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders											(175.5	)								(175.5	)
	Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $18.6														29.0						29.0
	Translation adjustment changes														(83.2	)					(83.2	)
	Unrealized gain on Euro-denominated debt, net of tax of $17.7														27.6						27.6
	Defined benefit pension plans, net														(0.9	)					(0.9	)
	Total Comprehensive Loss																				(203.0	)
	Dividend payment to noncontrolling interest																	(7.5	)		(7.5	)
	Net income relating to noncontrolling interest																	8.2			8.2
	Employee stock purchase plan		0.2						1.2												1.2
	Net settlement on vesting of restricted stock								(5.7	)											(5.7	)
	Restricted stock		1.5						—												—
	Stock-based employee compensation charges, net of tax of $0								19.3												19.3
	Exercise of stock options								2.3												2.3
	Common shares issued to Directors								1.3												1.3
	Phantom shares issued to Directors								0.1												0.1
	Proceeds from disgorgement of stockholder short-swing profits, net of tax of $0								0.1												0.1
June 30, 2010			411.9	$	4.1	$	—	$	3,160.3		$	(1,237.8	)	$	(30.8	)	$	17.9		$	1,913.7

22

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

(in Millions)		Number of Shares		Common Stock		Preferred Stock		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest			Total Equity
December 31, 2008			323.0	$	3.2	$	—	$	2,503.8	$	(936.3	)	$	(100.1	)	$	17.7		$	1,488.3
	Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders										(159.6	)								(159.6	)
	Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $8.5													12.9						12.9
	Translation adjustment changes													35.0						35.0
	Unrealized gain on Euro-denominated debt, net of tax of $0.6													(1.0	)					(1.0	)
	Defined benefit pension plans, net													(1.0	)					(1.0	)
	Total Comprehensive Loss																			(113.7	)
	Dividend payment to noncontrolling interest																(8.1	)		(8.1	)
	Net income relating to noncontrolling interest																7.0			7.0
	Proceeds from debt offering, net of tax of $44.5								69.8											69.8
	Proceeds from sale of common stock		53.0		0.5				328.2											328.7
	Employee stock purchase plan		0.4						1.4											1.4
	Stock-based employee compensation charges, net of tax of $0								16.5											16.5
	Exercise of stock options		0.6						2.7											2.7
	Common shares issued to Directors								0.4											0.4
	Phantom shares issued to Directors								0.1											0.1
June 30, 2009			377.0	$	3.7	$	—	$	2,922.9	$	(1,095.9	)	$	(54.2	)	$	16.6		$	1,793.1

Accumulated other comprehensive loss as of June 30, 2010 and December 31, 2009 includes accumulated translation gains of $48.9 million and $132.1 million, respectively, unrealized losses on cash flow hedges of $(20.7) million and $(49.8) million, respectively, changes due to the pension mark-to-market adjustment of $(67.4) million and $(66.5) million, respectively, and unrealized gains (losses) on our Euro-denominated debt of $8.4 million and $(19.2) million, respectively.

Note 13—Restructuring

As part of our ongoing effort to implement our strategy of reducing operating costs, we have evaluated our workforce and operations and made adjustments, including headcount reductions and business process re-engineering resulting in optimized work flow at rental locations and maintenance facilities as well as streamlined our back-office operations and evaluated potential outsourcing opportunities. When

23

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

we made adjustments to our workforce and operations, we incurred incremental expenses that delay the benefit of a more efficient workforce and operating structure, but we believe that increased operating efficiency and reduced costs associated with the operation of our business are important to our long-term competitiveness.

For further information on actions taken in 2009, see Note 11 of the Notes to our audited annual consolidated financial statements included in our Annual Report under caption "Item 8—Financial Statements and Supplementary Data."

During the first half of 2010, our equipment rental business incurred charges for losses on available for sale equipment and the disposal of surplus equipment and recognition of future facility lease obligations related to branch closures in North America. We have suspended depreciation of all available for sale equipment, which would have the impact of decreasing quarterly depreciation by approximately $1.5 million. Additionally, first and second quarter restructuring charges included employee termination liabilities covering approximately 200 employees and 120 employees, respectively.

For the three months ended June 30, 2010, our consolidated statement of operations includes restructuring charges relating to the initiatives discussed above of $20.3 million which is composed of $13.7 million in revenue earning equipment and fixed asset impairment charges, $3.0 million in facility closure and lease obligation costs, $1.4 million of termination benefits, $1.2 million in relocation and temporary labor costs and $1.0 million of other restructuring charges. The after-tax effect of the restructuring charges increased diluted loss per share by $0.03 for the three months ended June 30, 2010.

For the six months ended June 30, 2010, our consolidated statement of operations includes restructuring charges relating to the initiatives discussed above of $31.0 million which is composed of $14.5 million in revenue earning equipment and fixed asset impairment charges, $6.6 million in facility closure and lease obligation costs, $4.8 million of termination benefits, $2.5 million in relocation and temporary labor costs, $0.7 million in consulting costs and $1.9 million of other restructuring charges. The after-tax effect of the restructuring charges increased diluted loss per share by $0.05 for the six months ended June 30, 2010.

For the three months ended June 30, 2009, our consolidated statement of operations includes restructuring charges relating to the initiatives discussed above of $22.0 million which is composed of $8.3 million of involuntary termination benefits, $6.5 million in facility closures and lease obligation costs, $5.3 million in asset impairment charges, $0.7 million in consulting costs and $1.2 million of other restructuring charges. The after-tax effect of the restructuring charges reduced diluted earnings per share by $0.05 for the three months ended June 30, 2009.

For the six months ended June 30, 2009, our consolidated statement of operations included restructuring charges relating to the initiatives discussed above of $51.5 million which was composed of $18.6 million of involuntary termination benefits, $16.3 million in facility closures and lease obligation costs, $6.4 million in consulting costs, $6.0 million in asset impairment charges, $1.7 million in contract termination costs and $2.5 million of other restructuring charges. The after-tax effect of the restructuring charges increased diluted loss per share by $0.12 for the six months ended June 30, 2009.

Additional efficiency and cost saving initiatives are being developed during 2010. However, we presently do not have firm plans or estimates of any related expenses.

24

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Restructuring charges in our consolidated statement of operations can be summarized as follows (in millions of dollars):

			Three Months Ended June 30,
			2010		2009
By Caption:
	Direct operating		$	18.3	$	18.5
	Selling, general and administrative			2.0		3.5
		Total	$	20.3	$	22.0

			Six Months Ended June 30,
			2010		2009
By Caption:
	Direct operating		$	25.3	$	35.3
	Selling, general and administrative			5.7		16.2
		Total	$	31.0	$	51.5

			Three Months Ended June 30,
			2010		2009
By Segment:
	Car rental		$	4.2	$	9.8
	Equipment rental			16.0		12.8
	Other reconciling items			0.1		(0.6	)
		Total	$	20.3	$	22.0

			Six Months Ended June 30,
			2010		2009
By Segment:
	Car rental		$	9.5	$	24.9
	Equipment rental			20.9		19.8
	Other reconciling items			0.6		6.8
		Total	$	31.0	$	51.5

The following table sets forth the activity affecting the accrual during the six months ended June 30, 2010 (in millions of dollars). We expect to pay substantially all of the remaining restructuring obligations by the end of the fourth quarter 2010.

		Involuntary Termination Benefits			Pension and Post Retirement Expense			Consultant Costs			Other			Total
Balance as of January 1, 2010		$	19.6		$	—		$	0.4		$	9.7		$	29.7
	Charges incurred		4.8			0.6			0.7			24.9			31.0
	Cash payments		(13.1	)		—			(1.1	)		(7.8	)		(22.0	)
	Other(1)		(2.1	)		(0.4	)		0.1			(18.0	)		(20.4	)
Balance as of June 30, 2010		$	9.2		$	0.2		$	0.1		$	8.8		$	18.3

(1)

Primarily consists of decreases of $14.5 million for the impairment of revenue earning equipment and other assets, $2.8 million for facility closures, $2.4 million loss in foreign currency translation and a $0.3 million for executive pension liability settlements.

25

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 14—Financial Instruments

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Fair value approximates the amount indicated on the balance sheet at June 30, 2010 and December 31, 2009 because of the short-term maturity of these instruments. Money market accounts, whose fair value at June 30, 2010, is measured using Level 1 inputs, totaling $339.2 million and $653.3 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively. Money market accounts, whose fair value at December 31, 2009, is measured using Level 1 inputs, totaling $106.8 million and $294.4 million are included in "Cash and cash equivalents" and "Restricted cash and cash equivalents," respectively. Level 1 inputs are observable inputs such as quoted prices in active markets.

Debt

For borrowings with an initial maturity of 93 days or less, fair value approximates carrying value because of the short-term nature of these instruments. For all other debt, fair value is estimated based on quoted market rates as well as borrowing rates currently available to us for loans with similar terms and average maturities. The aggregate fair value of all debt at June 30, 2010 was $12,133.3 million, compared to its aggregate carrying value of $11,833.6 million. The aggregate fair value of all debt at December 31, 2009 approximated $10,795.7 million, compared to its aggregate carrying value of $10,530.4 million.

Derivative Instruments and Hedging Activities

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2010 and December 31, 2009 (in millions of dollars):

			Fair Value of Derivative Instruments(1)
			Asset Derivatives(2)				Liability Derivatives(2)
			June 30, 2010		December 31, 2009		June 30, 2010		December 31, 2009
Derivatives designated as hedging instruments under ASC 815:
	HVF interest rate swaps		$	—	$	—	$	4.0	$	12.8
Derivatives not designated as hedging instruments under ASC 815:
	Gasoline swaps			—		2.2		1.3		—
	Interest rate caps			1.3		8.2		1.0		5.6
	Foreign exchange forward contracts			4.0		7.6		2.9		5.7
	Foreign exchange options			0.1		—		—		—
		Total derivatives not designated as hedging instruments under ASC 815		5.4		18.0		5.2		11.3
Total derivatives			$	5.4	$	18.0	$	9.2	$	24.1

(1)

All fair value measurements were primarily based upon significant observable (Level 2) inputs.

26

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

(2)

All asset derivatives are recorded in "Prepaid expenses and other assets" and all liability derivatives are recorded in "Accrued liabilities" on our condensed consolidated balance sheets.

		Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)						Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
		Three Months Ended June 30,
		2010			2009			2010			2009			2010		2009
Derivatives in ASC 815 Cash Flow Hedging Relationship:
	HVF interest rate swaps	$	(5.6	)	$	(0.6	)	$	(18.0	)(1)	$	(22.3	)(1)	$	—	$	—

		Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative (Effective Portion)						Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)						Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
		Six Months Ended June 30,
		2010			2009			2010			2009			2010		2009
Derivatives in ASC 815 Cash Flow Hedging Relationship:
	HVF interest rate swaps	$	(8.8	)	$	(12.0	)	$	(38.9)	(1)	$	(29.8	)(1)	$	—	$	—

Note:

The location of both the effective portion reclassified from "Accumulated other comprehensive loss" into income and the ineffective portion recognized in income is in "Interest expense" on our consolidated statement of operations.

(1)

Represents the amortization of amounts in "Accumulated other comprehensive loss" associated with the de-designation of the previous cash flow hedging relationship as described below.

				Amount of Gain or (Loss) Recognized in Income on Derivative
				Three Months Ended June 30,
			Location of Gain or (Loss) Recognized on Derivative
				2010			2009
Derivatives Not Designated as Hedging Instruments under ASC 815:
	Gasoline swaps		Direct operating	$	(2.5	)	$	3.9
	Interest rate caps		Selling, general and administrative		(0.6	)		—
	Foreign exchange forward contracts		Selling, general and administrative		(10.1	)		18.2
	Foreign exchange options		Selling, general and administrative		—			0.2
		Total		$	(13.2	)	$	22.3

27

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

				Amount of Gain or (Loss) Recognized in Income on Derivative
				Six Months Ended June 30,
			Location of Gain or (Loss) Recognized on Derivative
				2010			2009
Derivatives Not Designated as Hedging Instruments under ASC 815:
	Gasoline swaps		Direct operating	$	(1.7	)	$	4.9
	Interest rate caps		Selling, general and administrative		(2.3	)		—
	Foreign exchange forward contracts		Selling, general and administrative		(1.4	)		12.4
	Foreign exchange options		Selling, general and administrative		(0.1	)		0.1
		Total		$	(5.5	)	$	17.4

In connection with the Acquisition and the issuance of $3,550.0 million of floating rate U.S. Fleet Debt, our subsidiary HVF entered into certain interest rate swap agreements, or the "HVF Swaps," effective December 21, 2005, which qualify as cash flow hedging instruments in accordance with GAAP. These agreements mature at various terms, in connection with the scheduled maturity of the associated debt obligations, through November 2010. Under these agreements, until February 2009, HVF was paying monthly interest at a fixed rate of 4.5% per annum in exchange for monthly interest at one-month LIBOR, effectively transforming the floating rate U.S. Fleet Debt to fixed rate obligations. In March 2009, HVF made a cash payment to have the fixed rate on these swaps reset to the then current market rates of 0.872% and 1.25% for the swaps that matured in February 2010 and that will mature in November 2010, respectively. $80.4 million of this payment was made to an affiliate of MLGPE which is a counterparty to the HVF Swaps. Concurrently with this payment, the hedging relationship was de-designated and the amount remaining in "Accumulated other comprehensive loss" associated with this cash flow hedging relationship was frozen and is being amortized into "Interest expense" over the respective terms of the associated debt in accordance with GAAP. We expect to amortize approximately $29.9 million from "Accumulated other comprehensive loss" into "Interest expense" over the next five months. Additionally, a new hedging relationship was designated between the HVF Swaps, which also qualifies for cash flow hedge accounting in accordance with GAAP. Both at the inception of the hedge and on an ongoing basis, we measure ineffectiveness by comparing the fair value of the HVF Swaps and the fair value of hypothetical swaps, with similar terms, using the Hypothetical Method in accordance with GAAP. The hypothetical swaps represent a perfect hedge of the variability in interest payments associated with the U.S. Fleet Debt. Subsequent to the resetting of the swaps at current market rates, we anticipate that there will be no ineffectiveness in the hedging relationship because the critical terms of the HVF Swaps match the terms of the hypothetical swaps.

As of June 30, 2010 and December 31, 2009, the balance reflected in "Accumulated other comprehensive loss," was a loss of $20.7 million (net of tax of $13.1 million) and a loss of $49.7 million (net of tax of $31.8 million), respectively. The fair values of the HVF Swaps were calculated using the income approach and applying observable market data (i.e. the 1-month LIBOR yield curve and credit default swap spreads).

In connection with the entrance into the HVF Swaps, Hertz entered into seven differential interest rate swap agreements, or the "differential swaps." These differential swaps were required to be put in place to protect the counterparties to the HVF Swaps in the event of an "amortization event" under the asset-backed notes agreements. An "event of bankruptcy" (as defined in the ABS Base Indenture) with

28

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

respect to MBIA or Ambac would constitute an "amortization event" under the portion of the U.S. Fleet Debt facilities guaranteed by the affected insurer. In the event of an "amortization event," the amount by which the principal balance on the floating rate portion of the U.S. Fleet Debt is reduced, exclusive of the originally scheduled amortization, becomes the notional amount of the differential swaps and is transferred to Hertz. There was no payment associated with these differential swaps and their notional amounts are and will continue to be zero unless (1) there is an amortization event, which causes the amortization of the loan balance, or (2) the debt is prepaid.

On September 18, 2009, HVF completed the sale of the Series 2009-1 Notes. In order to satisfy rating agency requirements related to its bankruptcy-remote status, HVF purchased an interest rate cap, for $11.7 million, with a maximum notional amount equal to the Series 2009-1 Notes maximum principal amount of $2.1 billion with a strike rate of 5% and a term until January 25, 2013. Additionally, Hertz sold a 5% interest rate cap, for $6.5 million, with a notional amount equal to 33.3% of the notional amount of the HVF cap through January 2012, and then subsequently with a matching notional amount to the HVF cap through its maturity date of January 25, 2013. The fair value of these interest rate caps was calculated using a discounted cash flow method and applying observable market data (i.e. the 1-month LIBOR yield curve and credit default swap spreads). Gains and losses resulting from changes in the fair value of these interest rate caps are included in our results of operations in the periods incurred.

We purchase unleaded gasoline and diesel fuel at prevailing market rates. In January 2009, we began a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. We currently have in place swaps to cover a portion of our fuel price exposure through December 2010. We presently hedge a portion of our overall unleaded gasoline and diesel fuel purchases with commodity swaps and have contracts in place that settle on a monthly basis. As of June 30, 2010, our outstanding commodity instruments for unleaded gasoline and diesel fuel totaled approximately 9.4 million gallons and 1.6 million gallons, respectively. The fair value of these commodity instruments was calculated using a discounted cash flow method and applying observable market data (i.e., NYMEX RBOB Gasoline and Department of Energy surveys, etc.). Gains and losses resulting from changes in the fair value of these commodity instruments are included in our results of operations in the periods incurred.

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing for working capital needs. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to foreign exchange options are limited to the premium paid for the right to exercise the option and the future performance of the option's counterparty. Premiums paid for options outstanding as of June 30, 2010, were approximately $0.2 million. We limit counterparties to the transactions to financial institutions that have strong credit ratings. As of June 30, 2010 and December 31, 2009, the total notional amount of these foreign exchange options was $4.6 million and $0.3 million, respectively, maturing through January 2011. The fair value of the foreign exchange options was calculated using a discounted cash flow method and applying observable market data (i.e. foreign currency exchange rates). Gains and losses resulting from changes in the fair value of these options are included in our results of operations in the periods incurred.

29

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations. As of June 30, 2010, the total notional amount of these forward contracts was $649.0 million, maturing within two months. The fair value of these foreign currency forward contracts was calculated based on foreign currency forward exchange rates.

On October 1, 2006, we designated our Senior Euro Notes as an effective net investment hedge of our Euro-denominated net investment in our international operations. As a result of this net investment hedge designation, as of June 30, 2010 and December 31, 2009, gains of $8.4 million (net of tax of $0.1 million) and losses of $19.2 million (net of tax of $17.8 million), respectively, attributable to the translation of our Senior Euro Notes into the U.S. dollar are recorded in our condensed consolidated balance sheet in "Accumulated other comprehensive loss."

Note 15—Related Party Transactions

Relationship with Hertz Investors, Inc. and the Sponsors

Other than as disclosed below, in the six months ended June 30, 2010, there were no material changes to our relationship with Hertz Investors, Inc. or the Sponsors.

Director Compensation Policy

For the three and six months ended June 30, 2010, we recognized $0.5 million and $0.9 million, respectively, of expense relating to the Director Compensation Policy in our consolidated statement of operations in "Selling, general and administrative" expenses. For the three and six months ended June 30, 2009, we recognized $0.4 million and $0.8 million, respectively, of expense relating to the Director Compensation Policy in our consolidated statement of operations in "Selling, general and administrative" expenses.

Financing Arrangements with Related Parties

Affiliates of ML Global Private Equity, L.P. and its related funds (which are stockholders of Hertz Holdings) and of Merrill Lynch & Co., Inc., or "ML," one of the underwriters in the initial public offering of our common stock and the June 2007 secondary offering by the Sponsors, were lenders under the Hertz Holdings Loan Facility (which was repaid with the proceeds of our initial public offering); are lenders under the original and amended Senior Term Facility, the original and amended Senior ABL Facility and the Fleet Financing Facility; acted as initial purchasers with respect to the offerings of the Senior Notes, the Senior Subordinated Notes and the Series 2008-1 Notes; acted as structuring advisors and agents under our ABS Program; and acted as dealer managers and solicitation agents for Hertz's tender offers for its existing debt securities in connection with the Acquisition.

Banc of America Securities LLC, an affiliate of MLGPE, acted as one of the joint lead book runners in the issuance of the Series 2009-2 Notes and Series 2009-2 Class B Notes, for which they received customary fees and expenses.

As of June 30, 2010 and December 31, 2009, approximately $253 million and $246 million, respectively, of our outstanding debt was with related parties.

See Note 8—Debt.

30

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Note 16—Commitments and Contingencies

Off-Balance Sheet Commitments

As of June 30, 2010 and December 31, 2009, the following guarantees (including indemnification commitments) were issued and outstanding:

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. The types of indemnification obligations for which payments are possible include the following:

Sponsors; Directors

Hertz has entered into customary indemnification agreements with Hertz Holdings, the Sponsors and our stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, our stockholders affiliated with the Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We also entered into indemnification agreements with each of our directors. We do not believe that these indemnifications are reasonably likely to have a material impact on us.

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 condensed consolidated financial statements. As of June 30, 2010 and December 31, 2009, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in our condensed consolidated balance sheet in "Accrued liabilities" were $1.6 million and $2.0 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially

31

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

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).

Legal Proceedings

From time to time we are a party to various legal proceedings. We are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles and equipment rented from us and our licensees. The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment, as stated on our balance sheet, represents an estimate for both reported accident claims not yet paid and claims incurred but not yet reported. The related liabilities are recorded on a non-discounted basis. Reserve requirements are based on actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. At June 30, 2010 and December 31, 2009 our liability recorded for public liability and property damage matters was $261.1 million and $277.8 million, respectively. The decrease in the reserve balance primarily reflects lower claim costs, the timing of payment activity during the quarter and the effects of foreign currency translation. We believe that our analysis was based on the most relevant information available, combined with reasonable assumptions, and that we may prudently rely on this information to determine the estimated liability. We note the liability is subject to significant uncertainties. The adequacy of the liability reserve is regularly monitored based on evolving accident claim history and insurance related state legislation changes. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

For a detailed description of certain of our legal proceedings please see Note 10 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data."

The following recent developments pertaining to legal proceedings described in our Annual Report are furnished on a supplemental basis:

In June 2010, in Janet Sobel, Daniel Dugan, PhD. and Lydia Lee, individually and on behalf of all others similarly situated v. The Hertz Corporation and Enterprise Rent-A-Car Company, the Lydia Lee case was refiled separately against Enterprise. Thereafter, Hertz and Enterprise jointly engaged in a mediation with the plaintiffs. That mediation has now resulted in a proposed settlement for an immaterial amount that will need to be incorporated into a Settlement Agreement. Once executed by the parties, the Settlement Agreement will be presented to the court for its approval.

In June 2010, in Michael Shames and Gary Gramkow v. The Hertz Corporation, Dollar Thrifty Automotive Group, Inc., Avis Budget Group, Inc., Vanguard Car Rental USA, Inc., Enterprise Rent-A-Car Company, Fox Rent A Car, Inc. Coast Leasing Corp., The California Travel and Tourism Commission, and Caroline Beteta, a three judge panel of the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of the plaintiffs' antitrust claim against the California Travel and Tourism Commission as a state agency immune from an antitrust complaint because the California legislature foresaw the alleged price-fixing conspiracy that was the subject of the plaintiffs' complaint. The plaintiffs subsequently filed a petition with the United States Court of Appeals for the Ninth Circuit seeking to have all of the judges on the Ninth Circuit review the decision of the three judge panel.

32

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

Aside from the above mentioned, there were no material changes in the legal proceedings described in our Annual Report and we are not otherwise required to disclose any pending legal proceedings in response to Item 103 of Regulation S-K.

In addition to those described in our Form 10-K, various other legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against us and our subsidiaries. Other than with respect to the aggregate claims for public liability and property damage pending against us, management does not believe that any of the matters resolved, or pending against us, are material to us and our subsidiaries taken as a whole.

We have established reserves for matters where we believe that the losses are probable and reasonably estimated. Other than with respect to the reserve established for claims for public liability and property damage, none of those reserves are material. For matters where we have 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. Litigation is subject to many uncertainties and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed above, could be decided unfavorably to us or any of our subsidiaries involved. 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 our consolidated financial condition, results of operations or cash flows in any particular reporting period.

Note 17—Earnings (Loss) Per Share

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

The following table sets forth the computation of basic and diluted earnings (loss) per share (in millions of dollars, except per share amounts):

		Three Months Ended June 30,
		2010			2009
Basic and diluted earnings (loss) per share:
Numerator:
	Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	(25.1	)	$	3.9
Denominator:
	Weighted average shares used in basic computation		411.8			343.7
	Add: Stock options, RSUs and PSUs		—			5.5
	Weighted average shares used in diluted computation		411.8			349.2
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic		$	(0.06	)	$	0.01
Earnings (loss) per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted		$	(0.06	)	$	0.01

33

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited

		Six Months Ended June 30,
		2010			2009
Basic and diluted loss per share:
Numerator:
	Loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders	$	(175.5	)	$	(159.6	)
Denominator:
	Weighted average shares used in basic and diluted computation		411.3			333.6
Loss per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, basic		$	(0.43	)	$	(0.48	)
Loss per share attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders, diluted		$	(0.43	)	$	(0.48	)

Diluted earnings (loss) per share computations for the three and six months ended June 30, 2010 excluded the weighted-average impact of the assumed exercise of approximately 23.7 million stock options, RSUs and PSUs, respectively, because such impact would be antidilutive. Additionally, for the three and six months ended June 30, 2010, there was no impact to the diluted earnings (loss) per share computations associated with the Convertible Senior Notes, because such impact would be antidilutive. Diluted earnings (loss) per share computations for the three and six months ended June 30, 2009 excluded the weighted-average impact of the assumed exercise of approximately 10.8 million and 23.0 million shares, respectively, of stock options, RSUs and PSUs, because such impact would be anti-dilutive. Additionally, for the three and six months ended June 30, 2009, there was no impact to the diluted earnings (loss) per share computations associated with the Convertible Senior Notes as the average market price of our shares did not exceed the conversion price.

Note 18—Subsequent Events

In July 2010, we issued EUR 400 million (the equivalent of $491.1 million as of June 30, 2010) asset-backed securitization facility (European Securitization) which matures in 2013, the proceeds of which were used to refinance the portion of our existing International ABS Fleet Financing Facility relating to France and the Netherlands, which was due to mature in December 2010.

In addition, in July 2010, we issued approximately $750 million in aggregate principal amount of 3 year, 5 year and 7 year Series 2010-1 Rental Car Asset Backed Notes (Series 2010-1 Notes). The net proceeds of the offering were or will be used, to the extent permitted, to purchase vehicles under the ABS program of HVF, to pay other ABS indebtedness or distributed to Hertz and used for general purposes.

34

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations

The following discussion and analysis provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operations. Unless the context otherwise requires, in this Report on Form 10-Q, (i) "Hertz Holdings" means Hertz Global Holdings, Inc., our top-level holding company, (ii) "Hertz" means The Hertz Corporation, our primary operating company and a direct wholly-owned subsidiary of Hertz Investors, Inc., which is wholly-owned by Hertz Holdings, (iii) "we," "us" and "our" mean (a) prior to December 21, 2005, Hertz and its consolidated subsidiaries and (b) on and after December 21, 2005, Hertz Holdings and its consolidated subsidiaries, including Hertz, (iv) "HERC" means Hertz Equipment Rental Corporation, Hertz's wholly-owned equipment rental subsidiary, together with our various other wholly-owned international subsidiaries that conduct our industrial, construction and material handling equipment rental business, (v) "cars" means cars and light trucks (including sport utility vehicles and, outside North America, light commercial vehicles), (vi) "program cars" means cars purchased by car rental companies under repurchase or guaranteed depreciation programs with car manufacturers, (vii) "non-program cars" mean cars not purchased under repurchase or guaranteed depreciation programs for which the car rental company is exposed to residual risk and (viii) "equipment" means industrial, construction and material handling equipment.

You should read the following discussion and analysis together with the section below entitled "Cautionary Note Regarding Forward-Looking Statements," with the financial statements and the related notes thereto contained elsewhere in this Form 10-Q, or this "Report."

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained or incorporated by reference in this Report and in reports we subsequently file with the United States Securities and Exchange Commission, or the "SEC," on Forms10-K, 10-Q and file or furnish on Form 8-K, and in related comments by our management, include "forward-looking statements." Forward-looking statements include information concerning our liquidity and our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as "believe," "expect," "project," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts" or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on SEC Forms 10-K, 10-Q and 8-K.

Some important factors that could affect our actual results, include, among others, those that may be disclosed from time to time in subsequent reports filed with the SEC, those described under "Item 1A—Risk Factors" included in Hertz Holdings' Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2009, filed with the SEC, on February 26, 2010 and March 1, 2010, respectively, or collectively known as our "Annual Report," and in Part II, "Item 1A- Risk Factors" included in this Form 10-Q and the following, which were derived in part from the risks set forth in the Annual Report:

•

our ability to consummate our contemplated acquisition of Dollar Thrifty Automotive Group, or "Dollar Thrifty," within the timeframe and upon the terms contemplated by our management;

•

the risk that expected synergies, operational efficiencies and cost savings from the Dollar Thrifty acquisition may not be fully realized or realized within the expected time frame;

35

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

•

the operational and profitability impact of divestitures that may be required to be undertaken to secure regulatory approval of the Dollar Thrifty acquisition;

•

overall strength and stability of general economic conditions, both in the United States and in global markets;

•

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

•

significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets, including on our pricing policies or use of incentives;

•

our ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability;

•

an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;

•

our ability to accurately estimate future levels of rental activity and adjust the size of our fleet accordingly;

•

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

•

financial instability of insurance companies providing financial guarantees for our asset-backed securities;

•

safety recalls by the manufacturers of our vehicles and equipment;

•

a major disruption in our communication or centralized information networks;

•

financial instability of the manufacturers of our vehicles and equipment;

•

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

•

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

•

shortages of fuel and increases or volatility in fuel costs;

•

our ability to successfully integrate future acquisitions and complete future dispositions;

•

costs and risks associated with litigation;

•

risks related to our indebtedness, including our substantial amount of debt and our ability to incur substantially more debt;

•

our ability to meet the financial and other covenants contained in our senior credit facilities, our outstanding unsecured senior notes and certain asset-backed funding arrangements;

•

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

•

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

36

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

•

the effect of tangible and intangible asset impairment charges;

•

the impact of our derivative instruments, which can be affected by fluctuations in interest rates;

•

our exposure to fluctuations in foreign exchange rates; and

•

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

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

Corporate History

We are a successor to corporations that have been engaged in the car and truck rental and leasing business since 1918 and the equipment rental business since 1965. Hertz Holdings was incorporated in Delaware in 2005 and had no operations prior to the Acquisition (as defined below).

On December 21, 2005 investment funds associated with or designated by:

•

Clayton, Dubilier & Rice, Inc., or "CD&R,"



•

The Carlyle Group, or "Carlyle," and



•

Merrill Lynch Global Private Equity, or "MLGPE" (now known as BAML Capital Partners),

or collectively the "Sponsors," acquired all of Hertz's common stock from Ford Holdings LLC. We refer to the acquisition of all of Hertz's common stock by the Sponsors as the "Acquisition." Following our initial public offering in November 2006 and subsequent offerings in June 2007, May 2009 and June 2009, the Sponsors currently own approximately 51% of the common stock of Hertz Holdings.

In January 2009, Bank of America Corporation, or "Bank of America," acquired Merrill Lynch & Co., Inc., the parent company of MLGPE. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by MLGPE and certain of its affiliates.

Overview of Our Business

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

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

•

Car rental revenues (revenues from all company-operated car rental operations, including charges to customers for the reimbursement of costs incurred relating to airport concession fees and vehicle license fees, the fueling of vehicles and the sale of loss or collision damage waivers, liability insurance coverage and other products);



•

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



•

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

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

37

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

Our expenses primarily consist of:

•

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



•

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



•

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



•

Interest expense.

Our profitability is primarily a function of the volume, mix and pricing of rental transactions and the utilization of cars and equipment. Significant changes in the purchase price or residual values of cars and equipment or interest rates can have a significant effect on our profitability depending on our ability to adjust pricing for these changes. We continue to balance our mix of non-program and program vehicles based on market conditions. In the U.S., as of June 30, 2010, the percentage of non-program cars was 61% as compared to 76% as of June 30, 2009. Internationally, as of June 30, 2010, the percentage of non-program cars was 57%, compared to 58% as of June 30, 2009. In the U.S., as of December 31, 2009, the percentage of non-program cars was 67% as compared to 74% as of December 31, 2008. Internationally, as of December 31, 2009, the percentage of non-program cars was 71%, compared to 68% as of December 31, 2008.

For the six months ended June 30, 2010, we experienced a 9.2% increase in transaction days versus the prior period in the United States, while rental rate revenue per transaction day, or "RPD," declined by 0.5%. During the six months ended June 30, 2010, in our European operations, we experienced a 2.0% improvement in transaction days and a 1.9% improvement in our car rental RPD compared to the six months ended June 30, 2009.

Our U.S. off-airport operations represented $495.9 million and $445.1 million of our total car rental revenues in the six months ended June 30, 2010 and 2009, respectively. As of June 30, 2010, we have approximately 1,860 off-airport locations. Our strategy includes selected openings of new off-airport locations, the disciplined evaluation of existing locations and the pursuit of same-store sales growth. Our strategy also includes increasing penetration in the off-airport market and growing the online leisure market, particularly in the longer length weekly sector, which is characterized by lower vehicle costs and lower transaction costs at a lower RPD. Increasing our penetration in these sectors is consistent with our long-term strategy to generate profitable growth. When we open a new off-airport location, we incur a number of costs, including those relating to site selection, lease negotiation, recruitment of employees, selection and development of managers, initial sales activities and integration of our systems with those of the companies who will reimburse the location's replacement renters for their rentals. A new off-airport location, once opened, takes time to generate its full potential revenues and, as a result, revenues at new locations do not initially cover their start-up costs and often do not, for some time, cover the costs of their ongoing operations.

In early 2010, Toyota announced recalls of several of its models. As such, we temporarily took a portion of our Toyota fleet out of service. Approximately 13% of our total U.S. car rental fleet was affected by the largest of these recalls. We rapidly made repairs to the recalled vehicles and returned them to our car rental fleet. There was a short-term impact on our business to cover the costs associated with repairing

38

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

these vehicles; however, we believe that this recall will not have a long-term material impact on our business. Also, we unfortunately turned away some, but not a significant number of rentals as a result of this recall. See "Item 1A—Risk Factors" included in this Report.

In the six months ended June 30, 2010, our per car vehicle depreciation costs decreased approximately 14% and 9% in the United States and Europe, respectively, as compared to the prior year period. We expect our per car vehicle depreciation costs in the United States and in Europe for 2010 to be lower than 2009.

HERC experienced lower rental volumes and pricing worldwide for the six months ended June 30, 2010 compared to the prior year period.

HERC locations:

		Total			U.S.			Canada		France			Spain		Italy		China
December 31, 2009			322			214			35		66			4		—		3
	Net increase (decrease)		(2	)		(1	)		—		(1	)		—		—		—
	Additions relating to acquisitions		1			—			—		—			—		1		—
June 30, 2010			321			213			35		65			4		1		3

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

During the first half of 2010, our equipment rental business incurred charges for losses on available for sale equipment and the disposal of surplus equipment and recognition of future facility lease obligations related to branch closures in North America. Additionally, first and second quarter restructuring charges included employee termination liabilities covering approximately 200 employees and 120 employees, respectively.

For the three and six months ended June 30, 2010, our consolidated statement of operations includes restructuring charges relating to the initiatives discussed above of $20.3 million and $31.0 million, respectively. For the three and six months ended June 30, 2009, our consolidated statement of operations includes restructuring charges relating to the initiatives discussed above of $22.0 million and $51.5 million, respectively.

Additional efficiency and cost saving initiatives are being developed during 2010. However, we presently do not have firm plans or estimates of any related expenses. See Note 13 of the Notes to our condensed consolidated financial statements included in this Report.

39

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

RESULTS OF OPERATIONS

Three Months Ended June 30, 2010 Compared with Three Months Ended June 30, 2009

Summary

The following table sets forth the percentage of total revenues represented by the various line items set forth in our consolidated statements of operations for the three months ended June 30, 2010 and 2009 (in millions of dollars):

									Percentage of Revenues
			Three Months Ended June 30,						Three Months Ended June 30,
			2010			2009			2010			2009
Revenues:
	Car rental		$	1,583.0		$	1,450.9			84.2	%		82.7	%
	Equipment rental			265.7			276.8			14.1			15.8
	Other			30.9			26.8			1.7			1.5
		Total revenues		1,879.6			1,754.5			100.0			100.0
Expenses:
	Direct operating			1,075.0			988.6			57.2			56.3
	Depreciation of revenue earning equipment			456.7			479.4			24.3			27.3
	Selling, general and administrative			172.0			141.5			9.2			8.1
	Interest expense			188.9			163.9			10.0			9.3
	Interest and other income, net			(6.8	)		(49.6	)		(0.4	)		(2.8	)
		Total expenses		1,885.8			1,723.8			100.3			98.2
Income (loss) before income taxes				(6.2	)		30.7			(0.3	)		1.8
Provision for taxes on income				(14.2	)		(22.9	)		(0.8	)		(1.4	)
Net income (loss)				(20.4	)		7.8			(1.1	)		0.4
Less: Net income attributable to noncontrolling interest				(4.7	)		(3.9	)		(0.2	)		(0.2	)
Net income (loss) attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders			$	(25.1	)	$	3.9			(1.3	)%		0.2	%

40

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

The following table sets forth certain of our selected car rental, equipment rental and other operating data for the three months ended or as of June 30, 2010 and 2009:

			Three Months Ended or as of June 30,
			2010			2009
Selected Car Rental Operating Data:
	Worldwide number of transactions (in thousands)			6,821			6,375
		Domestic		5,021			4,629
		International		1,800			1,746
	Worldwide transaction days (in thousands)(a)			32,194			29,574
		Domestic		22,061			20,047
		International		10,133			9,527
	Worldwide rental rate revenue per transaction day(b)		$	43.42		$	43.44
		Domestic	$	41.07		$	41.56
		International	$	48.52		$	47.41
	Worldwide average number of company-operated cars during the period			448,100			408,000
		Domestic		300,000			270,700
		International		148,100			137,300
	Adjusted pre-tax income (in millions of dollars)(c)		$	174.9		$	143.5
	Worldwide revenue earning equipment, net (in millions of dollars)		$	8,762.1		$	7,363.3
Selected Worldwide Equipment Rental Operating Data:
	Rental and rental related revenue (in millions of dollars)(d)		$	239.4		$	253.5
	Same store revenue decline, including growth initiatives(e)			(5.1	)%		(30.1	)%
	Average acquisition cost of rental equipment operated during the period (in millions of dollars)		$	2,703.7		$	2,841.7
	Adjusted pre-tax income (in millions of dollars)(c)		$	14.4		$	24.7
	Revenue earning equipment, net (in millions of dollars)		$	1,649.1		$	1,945.4

(a)

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

(b)

Car rental rate revenue consists of all revenue, net of discounts, associated with the rental of cars including charges for optional insurance products, but excluding revenue derived from fueling and concession and other expense pass-throughs, NeverLost units in the U.S. and certain ancillary revenue. Rental rate revenue per transaction day is calculated as total rental rate revenue, divided by the total number of transaction days, with all periods adjusted to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management as it represents the best measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control. The optional insurance products are packaged within certain negotiated corporate, government and membership programs and within certain retail rates being charged. Based upon these existing programs and rate packages, management believes that these optional insurance products should be consistently included in the daily pricing of car rental transactions. On the other hand, non-rental rate revenue items such as refueling and concession pass-through expense items are driven by factors beyond the control of management (i.e. the price of fuel and the concession fees charged by airports). Additionally, NeverLost units are an optional revenue product which management does not consider to be part of their daily pricing of car rental transactions. The following table reconciles our car rental

41

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

segment revenues to our rental rate revenue and rental rate revenue per transaction day (based on December 31, 2009 foreign exchange rates) for the three months ended June 30, 2010 and 2009 (in millions of dollars, except as noted):

	Three Months Ended June 30,
	2010			2009
Car rental segment revenues	$	1,611.4		$	1,474.7
Non-rental rate revenue		(263.2	)		(225.5	)
Foreign currency adjustment		49.6			35.6
Rental rate revenue	$	1,397.8		$	1,284.8
Transaction days (in thousands)		32,194			29,574
Rental rate revenue per transaction day (in whole dollars)	$	43.42		$	43.44

(c)

Adjusted pre-tax income (loss) is calculated as income (loss) before income taxes plus non-cash purchase accounting charges, non-cash debt charges and certain one-time charges and non-operational items. Adjusted pre-tax income is the measure utilized by management in making decisions about allocating resources to segments and measuring their performance. Management believes this measure best reflects the financial results from ongoing operations. The following table reconciles income (loss) before income taxes by segment to adjusted pre-tax income (loss) by segment for the three months ended June 30, 2010 and 2009 (in millions of dollars):

		Three Months Ended June 30, 2010
		Car Rental		Equipment Rental
Income (loss) before income taxes		$	121.4	$	(15.8	)
Adjustments:
	Purchase accounting(1)		9.7		12.0
	Non-cash debt charges(2)		37.7		2.2
	Restructuring charges		4.2		16.0
	Restructuring related charges(3)		1.9		—
Adjusted pre-tax income		$	174.9	$	14.4

		Three Months Ended June 30, 2009
		Car Rental		Equipment Rental
Income (loss) before income taxes		$	80.3	$	(1.7	)
Adjustments:
	Purchase accounting(1)		9.9		11.2
	Non-cash debt charges(2)		34.9		2.3
	Restructuring charges		9.8		12.8
	Restructuring related charges(3)		8.6		0.1
Adjusted pre-tax income		$	143.5	$	24.7

(1)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased amortization of intangible assets.



(2)

Represents non-cash debt charges relating to the amortization of deferred debt financing costs and debt discounts. For the three months ended June 30, 2010 and 2009, also includes $18.0 million and $22.3 million, respectively, associated with the amortization of amounts pertaining to the de-designation of the Hertz Vehicle Financing LLC, or "HVF," interest rate swaps as effective hedging instruments. For the three months ended June 30, 2010, also includes $4.4 million

42

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

associated with the write-off of unamortized debt costs in connection with the refinancing of our International Fleet Debt and Belgian Fleet Financing Facility.

(3)

Represents incremental, one-time costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.

(d)

Equipment rental and rental related revenue consists of all revenue, net of discounts, associated with the rental of equipment including charges for delivery, loss damage waivers and fueling, but excluding revenue arising from the sale of equipment, parts and supplies and certain other ancillary revenue. Rental and rental related revenue is adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management as it is utilized in the measurement of rental revenue generated per dollar invested in fleet on an annualized basis and is comparable with the reporting of other industry participants. The following table reconciles our equipment rental segment revenues to our equipment rental and rental related revenue (based on December 31, 2009 foreign exchange rates) for the three months ended June 30, 2010 and 2009 (in millions of dollars):

	Three Months Ended June 30,
	2010			2009
Equipment rental segment revenues	$	265.8		$	277.0
Equipment sales and other revenue		(28.7	)		(29.9	)
Foreign currency adjustment		2.3			6.4
Rental and rental related revenue	$	239.4		$	253.5

(e)

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

REVENUES

			Three Months Ended June 30,
(in millions of dollars)			2010		2009		$ Change			% Change
Revenues by Segment:
	Car rental		$	1,611.4	$	1,474.7	$	136.7			9.3	%
	Equipment rental			265.8		277.0		(11.2	)		(4.0	)%
	Other reconciling items			2.4		2.8		(0.4	)		(14.3	)%
		Total revenues	$	1,879.6	$	1,754.5	$	125.1			7.1	%

Car Rental Segment

Revenues from our car rental segment increased 9.3%, primarily as a result of an 8.9% increase in car rental transaction days worldwide and increases in refueling fees of $12.6 million and airport concession recovery fees of $9.2 million, partly offset by the effects of foreign currency translation of approximately $10.9 million.

43

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

RPD for worldwide car rental for the three months ended June 30, 2010 decreased 0.1% from 2009, due to a decrease in U.S. RPD of 1.2%, mostly offset by an increase in International RPD of 2.3%. U.S. off-airport RPD improved by 2.8% and U.S. airport RPD decreased 2.6%. U.S. airport RPD decreased mainly due to the lower RPD that our Advantage brand generates.

Equipment Rental Segment

Revenues from our equipment rental segment decreased 4.0%, primarily due to a 4.8% decrease in equipment rental volume and a 6.1% decline in pricing, partly offset by the effects of foreign currency translation of approximately $5.2 million.

Other

Revenues from all other sources decreased 14.3%, primarily due to a decrease in revenues from our third-party claim management services.

EXPENSES

				Three Months Ended June 30,
(in millions of dollars)				2010			2009			$ Change			% Change
Expenses:
	Fleet related expenses			$	248.8		$	205.7		$	43.1			20.9	%
	Personnel related expenses				354.7			310.1			44.6			14.4	%
	Other direct operating expenses				471.5			472.8			(1.3	)		(0.3	)%
		Direct operating			1,075.0			988.6			86.4			8.7	%
		Depreciation of revenue earning equipment			456.7			479.4			(22.7	)		(4.7	)%
		Selling, general and administrative			172.0			141.5			30.5			21.5	%
		Interest expense			188.9			163.9			25.0			15.3	%
		Interest and other income, net			(6.8	)		(49.6	)		42.8			(86.3	)%
			Total expenses	$	1,885.8		$	1,723.8		$	162.0			9.4	%

Total expenses increased 9.4% and total expenses as a percentage of revenues increased from 98.2% for the three months ended June 30, 2009 to 100.3% for the three months ended June 30, 2010.

Direct Operating Expenses

Direct operating expenses increased 8.7% as a result of increases in personnel related expenses and fleet related expenses, partly offset by a decrease in other direct operating expenses.

Personnel related expenses increased 14.4%. The increase was primarily related to increases in wages and benefits of $26.6 million and management incentive compensation costs of $15.5 million.

Fleet related expenses increased 20.9%. The increase was primarily related to worldwide car rental volume demand which resulted in increases in gasoline costs of $20.5 million, vehicle damage and maintenance costs of $9.3 million, self insurance expense of $6.6 million and vehicle excise taxes of $5.0 million.

Other direct operating expenses decreased 0.3%. The decrease was primarily related to a reduction in restructuring and restructuring related charges, a value added tax reclaim received in the three

44

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

months ended June 30, 2010 and decreases in credit and collections expense and computer expense. These decreases were partly offset by increases in concession fees, guaranteed charge card fees and commission fees related to worldwide car rental volume demand, as well as an increase in our equipment rental re-rent expense.

Depreciation of Revenue Earning Equipment

Car Rental Segment

Depreciation of revenue earning equipment for our car rental segment of $389.7 million for the three months ended June 30, 2010 decreased 3.6% from $404.2 million for the three months ended June 30, 2009. The decrease was primarily related to an improvement in certain vehicle residual values.

Equipment Rental Segment

Depreciation of revenue earning equipment in our equipment rental segment of $67.0 million for the three months ended June 30, 2010 decreased 10.9% from $75.2 million for the three months ended June 30, 2009. The decrease was primarily due to a 4.9% reduction in average acquisition cost of rental equipment operated during the period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 21.5%, due to an increase in administrative expenses, advertising and sales promotion expenses.

Administrative expenses increased $25.8 million, or 31.8%, primarily due to increases in management incentive compensation, legal expenses, foreign currency translation and salaries and related expenses, partly offset by a decrease in restructuring and restructuring related charges.

Advertising expenses increased $3.3 million, or 11.1%, primarily due to increased media advertising.

Sales promotion expenses increased $1.4 million, or 4.5%, primarily related to increases in sales salaries and commissions.

Interest Expense

Car Rental Segment

Interest expense for our car rental segment of $96.9 million for the three months ended June 30, 2010 increased 38.0% from $70.2 million for the three months ended June 30, 2009. The increase was primarily due to an increase in the weighted average debt outstanding as a result of an increased fleet size.

Equipment Rental Segment

Interest expense for our equipment rental segment of $10.2 million for the three months ended June 30, 2010 decreased 25.5% from $13.7 million for the three months ended June 30, 2009. The decrease was primarily due to a reduction in the weighted average debt outstanding as a result of reduced fleet size.

45

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

Other

Other interest expense relating to interest on corporate debt of $81.8 million for the three months ended June 30, 2010 increased 2.3% from $80.0 million for the three months ended June 30, 2009.

Interest and Other Income, Net

Interest and other income, net decreased 86.3% primarily due to a gain of $48.5 million, net of transaction costs, recorded in the three months ended June 30, 2009 in connection with the buyback of portions of our Senior Notes and Senior Subordinated Notes in 2009.

ADJUSTED PRE-TAX INCOME

Car Rental Segment

Adjusted pre-tax income for our car rental segment of $174.9 million for the three months ended June 30, 2010 increased 21.9% from $143.5 million for the three months ended June 30, 2009. The increase was primarily due to stronger volumes and disciplined cost management. Adjustments to our car rental segment income before income taxes on a GAAP basis for the three months ended June 30, 2010 and 2009, totaled $53.5 million and $63.2 million, respectively. See footnote c to the table under "Results of Operations" for a summary and description of these adjustments.

Equipment Rental Segment

Adjusted pre-tax income for our equipment rental segment of $14.4 million for the three months ended June 30, 2010 decreased 41.7% from $24.7 million for the three months ended June 30, 2009. The decrease was primarily due to reductions in volume and pricing, partly offset by strong cost management performance. Adjustments to our equipment rental segment loss before income taxes on a GAAP basis for the three months ended June 30, 2010 and 2009, totaled $30.2 million and $26.4 million, respectively. See footnote c to the table under "Results of Operations" for a summary and description of these adjustments.

PROVISION FOR TAXES ON INCOME, NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS AND NET INCOME (LOSS) ATTRIBUTABLE TO HERTZ HOLDINGS, INC. AND SUBSIDIARIES' COMMON STOCKHOLDERS

	Three Months Ended June 30,
(in millions of dollars)	2010			2009			$ Change			% Change
Income (loss) before income taxes	$	(6.2	)	$	30.7		$	(36.9	)		(120.3	)%
Provision for taxes on income		(14.2	)		(22.9	)		8.7			(38.2	)%
Net income (loss)		(20.4	)		7.8			(28.2	)		(364.3	)%
Less: Net income attributable to noncontrolling interests		(4.7	)		(3.9	)		(0.8	)		20.6	%
Net income (loss) attributable to Hertz Holdings, Inc. and Subsidiaries' common stockholders	$	(25.1	)	$	3.9		$	(29.0	)		(750.5	)%

46

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

Provision for Taxes on Income

The effective tax rate for the three months ended June 30, 2010 was (227.8)% as compared to 74.8% in the three months ended June 30, 2009. The provision for taxes on income decreased 38.2%, primarily due to decreases in income before income taxes and discrete charges and a decrease in the losses in certain non-U.S. jurisdictions for which a tax benefit cannot be recognized.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased 20.6% due to an increase in our majority-owned subsidiary Navigation Solutions, L.L.C.'s net income for the three months ended June 30, 2010 as compared to the three months ended June 30, 2009.

Net Income (Loss) Attributable to Hertz Holdings, Inc. and Subsidiaries' Common Stockholders

The net loss attributable to Hertz Holdings, Inc. and Subsidiaries' common stockholders was $25.1 million for the three months ended June 30, 2010 compared to net income attributable to Hertz Holdings, Inc. and Subsidiaries' common stockholders of $3.9 million for the three months ended June 30, 2009, primarily due to the gain on debt buyback of $48.5 million in 2009 and lower rental volume and pricing in our worldwide equipment rental operations, partly offset by higher rental volume in our worldwide car rental operations and disciplined cost management. The impact of changes in exchange rates on net loss was mitigated by the fact that not only revenues but also most expenses outside of the United States were incurred in local currencies.

47

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

Six Months Ended June 30, 2010 Compared with Six Months Ended June 30, 2009

Summary

The following table sets forth the percentage of total revenues represented by the various line items set forth in our consolidated statements of operations for the six months ended June 30, 2010 and 2009 (in millions of dollars):

									Percentage of Revenues
			Six Months Ended June 30,						Six Months Ended June 30,
			2010			2009			2010			2009
Revenues:
	Car rental		$	2,979.6		$	2,711.8			84.2	%		81.7	%
	Equipment rental			502.7			556.2			14.2			16.8
	Other			58.2			51.4			1.6			1.5
		Total revenues		3,540.5			3,319.4			100.0			100.0
Expenses:
	Direct operating			2,088.0			1,943.9			59.0			58.6
	Depreciation of revenue earning equipment			915.9			969.2			25.9			29.2
	Selling, general and administrative			339.8			308.2			9.6			9.3
	Interest expense			370.0			329.0			10.4			9.9
	Interest and other income, net			(9.1	)		(51.6	)		(0.3	)		(1.6	)
		Total expenses		3,704.6			3,498.7			104.6			105.4
Loss before income taxes				(164.1	)		(179.3	)		(4.6	)		(5.4	)
(Provision) benefit for taxes on income				(3.2	)		26.7			(0.1	)		0.8
Net loss				(167.3	)		(152.6	)		(4.7	)		(4.6	)
Less: Net income attributable to noncontrolling interest				(8.2	)		(7.0	)		(0.3	)		(0.2	)
Net loss attributable to Hertz Global Holdings, Inc. and Subsidiaries' common stockholders			$	(175.5	)	$	(159.6	)		(5.0	)%		(4.8	)%

48

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

The following table sets forth certain of our selected car rental, equipment rental and other operating data for the six months ended or as of June 30, 2010 and 2009:

			Six Months Ended or as of June 30,
			2010			2009
Selected Car Rental Operating Data:
	Worldwide number of transactions (in thousands)			12,678			11,924
		Domestic		9,418			8,671
		International		3,260			3,253
	Worldwide transaction days (in thousands)(a)			60,310			56,257
		Domestic		42,001			38,458
		International		18,309			17,799
	Worldwide rental rate revenue per transaction day(a)(b)		$	43.24		$	43.18
		Domestic	$	41.49		$	41.68
		International	$	47.26		$	46.42
	Worldwide average number of company-operated cars during the period			432,900			395,700
		Domestic		296,800			265,300
		International		136,100			130,400
	Adjusted pre-tax income (in millions of dollars)(a)(c)		$	202.0		$	110.0
	Worldwide revenue earning equipment, net (in millions of dollars)		$	8,762.1		$	7,363.3
Selected Worldwide Equipment Rental Operating Data:
	Rental and rental related revenue (in millions of dollars)(a)(d)		$	455.0		$	518.1
	Same store revenue decline, including growth initiatives(a)			(11.4	)%		(27.0	)%
	Average acquisition cost of rental equipment operated during the period (in millions of dollars)		$	2,741.3		$	2,911.3
	Adjusted pre-tax income (in millions of dollars)(a)(c)		$	9.4		$	25.4
	Revenue earning equipment, net (in millions of dollars)		$	1,649.1		$	1,945.4

(a)

For further details relating to car rental transaction days, car rental rate revenue per transaction day, adjusted pre-tax income, equipment rental and rental related revenue and equipment rental same store revenue decline, see "Three Months Ended June 30, 2010 Compared with Three Months Ended June 30, 2009—Summary."

(b)

The following table reconciles our car rental segment revenues to our rental rate revenue and rental rate revenue per transaction day (based on December 31, 2009 foreign exchange rates) for the six months ended June 30, 2010 and 2009 (in millions of dollars, except as noted):

	Six Months Ended June 30,
	2010			2009
Car rental segment revenues	$	3,033.1		$	2,757.6
Non-rental rate revenue		(486.3	)		(422.6	)
Foreign currency adjustment		61.2			94.2
Rental rate revenue	$	2,608.0		$	2,429.2
Transaction days (in thousands)		60,310			56,257
Rental rate revenue per transaction day (in whole dollars)	$	43.24		$	43.18

49

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

(c)

The following table reconciles income (loss) before income taxes by segment to adjusted pre-tax income (loss) by segment for the six months ended June 30, 2010 and 2009 (in millions of dollars):

		Six Months Ended June 30, 2010
		Car Rental		Equipment Rental
Income (loss) before income taxes		$	91.3	$	(39.2	)
Adjustments:
	Purchase accounting(1)		19.5		23.5
	Non-cash debt charges(2)		74.7		4.1
	Restructuring charges		9.5		20.9
	Restructuring related charges(3)		7.0		0.1
Adjusted pre-tax income		$	202.0	$	9.4

		Six Months Ended June 30, 2009
		Car Rental			Equipment Rental
Loss before income taxes		$	(9.9	)	$	(26.5	)
Adjustments:
	Purchase accounting(1)		19.3			27.3
	Non-cash debt charges(2)		54.2			4.6
	Restructuring charges		24.9			19.8
	Restructuring related charges(3)		17.2			0.2
	Third-party bankruptcy accrual(4)		4.3			—
Adjusted pre-tax income		$	110.0		$	25.4

(1)

Represents the purchase accounting effects of the Acquisition on our results of operations relating to increased depreciation and amortization of tangible and intangible assets and accretion of revalued workers' compensation and public liability and property damage liabilities. Also represents the purchase accounting effects of subsequent acquisitions on our results of operations relating to increased amortization of intangible assets.



(2)

Represents non-cash debt charges relating to the amortization of deferred debt financing costs and debt discounts. For the six months ended June 30, 2010 and 2009, also includes $38.9 million and $29.8 million, respectively, associated with the amortization of amounts pertaining to the de-designation of the HVF interest rate swaps as effective hedging instruments. For the six months ended June 30, 2010, also includes $4.4 million associated with the write-off of unamortized debt costs in connection with the refinancing of our International Fleet Debt and Belgian Fleet Financing Facility.



(3)

Represents incremental, one-time costs incurred directly supporting our business transformation initiatives. Such costs include transition costs incurred in connection with our business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes.



(4)

Represents an allowance for uncollectible program car receivables related to a bankrupt European dealer affiliated with a U.S. car manufacturer.

50

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

(d)

The following table reconciles our equipment rental segment revenues to our equipment rental and rental related revenue (based on December 31, 2009 foreign exchange rates) for the six months ended June 30, 2010 and 2009 (in millions of dollars):

	Six Months Ended June 30,
	2010			2009
Equipment rental segment revenues	$	502.8		$	556.5
Equipment sales and other revenue		(50.8	)		(56.3	)
Foreign currency adjustment		3.0			17.9
Rental and rental related revenue	$	455.0		$	518.1

REVENUES

			Six Months Ended June 30,
(in millions of dollars)			2010		2009		$ Change			% Change
Revenues by Segment:
	Car rental		$	3,033.1	$	2,757.6	$	275.5			10.0	%
	Equipment rental			502.8		556.5		(53.7	)		(9.6	)%
	Other reconciling items			4.6		5.3		(0.7	)		(13.2	)%
		Total revenues	$	3,540.5	$	3,319.4	$	221.1			6.7	%

Car Rental Segment

Revenues from our car rental segment increased 10.0%, primarily as a result of a 7.2% increase in car rental transaction days worldwide and increases in refueling fees of $23.9 million and airport concession recovery fees of $18.6 million. These increases include the effects of foreign currency translation of approximately $37.6 million.

RPD for worldwide car rental for the six months ended June 30, 2010 increased 0.1% from 2009, due to an increase in International RPD of 1.8%, partly offset by a decrease in U.S. RPD of 0.5%. U.S. off-airport RPD improved by 2.4% and U.S. airport RPD decreased 1.6%. U.S. airport RPD decreased due to the lower RPD that our Advantage brand generates.

Equipment Rental Segment

Revenues from our equipment rental segment decreased 9.6%, primarily due to a 9.8% decrease in equipment rental volume, a 7.0% decline in pricing and a decrease in equipment sales of $5.4 million, partly offset by the effects of foreign currency translation of approximately $16.2 million.

Other

Revenues from all other sources decreased 13.2%, primarily due to a decrease in revenues from our third-party claim management services.

51

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

EXPENSES

				Six Months Ended June 30,
(in millions of dollars)				2010			2009			$ Change			% Change
Expenses:
	Fleet related expenses			$	477.8		$	401.5		$	76.3			19.0	%
	Personnel related expenses				701.1			634.1			67.0			10.6	%
	Other direct operating expenses				909.1			908.3			0.8			0.1	%
		Direct operating			2,088.0			1,943.9			144.1			7.4	%
		Depreciation of revenue earning equipment			915.9			969.2			(53.3	)		(5.5	)%
		Selling, general and administrative			339.8			308.2			31.6			10.2	%
		Interest expense			370.0			329.0			41.0			12.5	%
		Interest and other income, net			(9.1	)		(51.6	)		42.5			(82.4	)%
			Total expenses	$	3,704.6		$	3,498.7		$	205.9			5.9	%

Total expenses increased 5.9%, but total expenses as a percentage of revenues decreased from 105.4% for the six months ended June 30, 2009 to 104.6% for the six months ended June 30, 2010.

Direct Operating Expenses

Direct operating expenses increased 7.4% as a result of increases in fleet related expenses, personnel related expenses and other direct operating expenses.

Fleet related expenses increased 19.0%. The increase was primarily related to worldwide car rental volume demand which resulted in increases in gasoline costs of $31.5 million, vehicle damage and maintenance costs of $23.5 million, self insurance expense of $14.0 million and vehicle excise taxes of $6.4 million. All of these increases include the effects of foreign currency translation of approximately $9.0 million.

Personnel related expenses increased 10.6%. The increase was primarily related to increases in wages and benefits of $43.5 million and management incentive compensation costs of $21.5 million. These increases include the effects of foreign currency translation of approximately $10.2 million.

Other direct operating expenses increased 0.1%. The increase was primarily related to worldwide car rental volume demand which resulted in increases in fleet related expenses, including the effects of foreign currency translation of approximately $15.8 million. These increases were partly offset by decreases in restructuring and restructuring related charges, equipment rental cost of goods sold and credit and collections expense, as well as a value added tax reclaim received in 2010.

Depreciation of Revenue Earning Equipment

Car Rental Segment

Depreciation of revenue earning equipment for our car rental segment of $778.0 million for the six months ended June 30, 2010 decreased 2.2% from $795.3 million for the six months ended June 30, 2009. The decrease was primarily related to an improvement in certain vehicle residual values, partly offset by the effects of foreign currency translation of approximately $13.1 million.

52

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

Equipment Rental Segment

Depreciation of revenue earning equipment in our equipment rental segment of $137.9 million for the six months ended June 30, 2010 decreased 20.7% from $173.9 million for the six months ended June 30, 2009. The decrease was primarily due to a 5.8% reduction in average acquisition cost of rental equipment operated during the period and higher residual values on the disposal of used equipment, partly offset by the effects of foreign currency translation of approximately $2.6 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 10.2%, due to increases in administrative expenses, advertising and sales promotion expenses and the effects of foreign currency translation of approximately $3.7 million.

Administrative expenses increased $18.6 million, or 9.9%, primarily due to increases in management incentive compensation, legal expenses, foreign currency translation and salaries and related expenses, partly offset by a decrease in restructuring and restructuring related charges.

Advertising expenses increased $12.1 million, or 21.2%, primarily due to increased media advertising and the effects of foreign currency translation of approximately $1.5 million.

Sales promotion expenses increased $0.9 million, or 1.3%, primarily related to the effects of foreign currency translation.

Interest Expense

Car Rental Segment

Interest expense for our car rental segment of $186.2 million for the six months ended June 30, 2010 increased 25.9% from $147.9 million for the six months ended June 30, 2009. The increase was primarily due to an increase in the weighted average debt outstanding as a result of an increased fleet size.

Equipment Rental Segment

Interest expense for our equipment rental segment of $20.4 million for the six months ended June 30, 2010 decreased 27.9% from $28.3 million for the six months ended June 30, 2009. The decrease was primarily due to a reduction in the weighted average debt outstanding as a result of reduced fleet size.

Other

Other interest expense relating to interest on corporate debt of $163.4 million for the six months ended June 30, 2010 increased 6.9% from $152.8 million for the six months ended June 30, 2009. The increase was primarily due to interest expense on the Convertible Senior Notes issued in May 2009.

Interest and Other Income, Net

Interest and other income, net decreased 82.4% primarily due to a gain of $48.5 million, net of transaction costs, recorded in connection with the buyback of portions of our Senior Notes and Senior Subordinated Notes in 2009.

53

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                Operations (Continued)

ADJUSTED PRE-TAX INCOME

Car Rental Segment

Adjusted pre-tax income for our car rental segment of $202.0 million for the six months ended June 30, 2010 increased 83.6% from $110.0 million for the six months ended June 30, 2009. The increase was primarily due to stronger volumes and disciplined cost management. Adjustments to our car rental segment income (loss) before income taxes on a GAAP basis for the six months ended June 30, 2010 and 2009, totaled $110.7 million and $119.9 million, respectively. See footnote c to the table under "Results of Operations" for a summary and description of these adjustments.

Equipment Rental Segment

Adjusted pre-tax income for our equipment rental segment of $9.4 million for the six months ended June 30, 2010 decreased 63.0% from $25.4 million for the six months ended June 30, 2009. The decrease was primarily due to reductions in volume and pricing, partly offset by strong cost management performance and higher residual values on the disposal of used equipment. Adjustments to our equipment rental segment loss before income taxes on a GAAP basis for the six months ended June 30, 2010 and 2009, totaled $48.6 million and $51.9 million, respectively. See footnote c to the table under "Results of Operations" for a summary and description of these adjustments.

(PROVISION) BENEFIT FOR TAXES ON INCOME, NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS AND NET INCOME ATTRIBUTABLE TO HERTZ HOLDINGS, INC. AND SUBSIDIARIES' COMMON STOCKHOLDERS

	Six Months Ended June 30,
(in millions of dollars)	2010			2009			$ Change			% Change
Loss before income taxes	$	(164.1	)	$	(179.3	)	$	15.2			(8.5	)%
(Provision) benefit for taxes on income		(3.2	)		26.7			(29.9	)		(112.0	)%
Net loss		(167.3	)		(152.6	)		(14.7	)		9.6	%
Less: Net income attributable to noncontrolling interests		(8.2	)		(7.0	)		(1.2	)		18.5	%
Net loss attributable to Hertz Holdings, Inc. and Subsidiaries' common stockholders	$	(175.5	)	$	(159.6	)	$	(15.9	)		9.9	%

(Provision) Benefit for Taxes on Income

The effective tax rate for the six months ended June 30, 2010 was (1.9)% as compared to 14.9% in the six months ended June 30, 2009. The (provision) benefit for taxes on income decreased 112.0%. The provision for taxes on income was $3.2 million in the six months ended June 30, 2010 compared to a benefit of $26.7 million in the six months ended June 30, 2009. The change is primarily due to a lower loss before income taxes and an increase in discrete charges recorded in the six months ended June 30, 2010 compared to the six months ended June 30, 2009. This is partially offset by a decrease in losses in certain non-U.S. jurisdictions for which a tax benefit cannot be recognized.

54

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased 18.5% due to an increase in our majority-owned subsidiary Navigation Solutions, L.L.C.'s net income for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009.

Net Loss Attributable to Hertz Holdings, Inc. and Subsidiaries' Common Stockholders

The net loss attributable to Hertz Holdings, Inc. and Subsidiaries' common stockholders increased 9.9% primarily due to the gain on debt buyback of $48.5 million in 2009 and lower rental volume and pricing in our worldwide equipment rental operations, partly offset by higher rental volume in our worldwide car rental operations and disciplined cost management. The impact of changes in exchange rates on net loss was mitigated by the fact that not only revenues but also most expenses outside of the United States were incurred in local currencies.

LIQUIDITY AND CAPITAL RESOURCES

Our domestic and international operations are funded by cash provided by operating activities and by extensive financing arrangements maintained by us in the United States, Europe, Puerto Rico, Australia, New Zealand, Canada and Brazil.

Cash Flows

As of June 30, 2010, we had cash and cash equivalents of $896.8 million, a decrease of $88.8 million from $985.6 million as of December 31, 2009. The following table summarizes such decrease:

		Six Months Ended June 30,
(in millions of dollars)		2010			2009			$ Change
Cash provided by (used in):
	Operating activities	$	1,050.6		$	698.4		$	352.2
	Investing activities		(2,483.0	)		82.9			(2,565.9	)
	Financing activities		1,419.5			(831.5	)		2,251.0
Effect of exchange rate changes			(75.9	)		26.8			(102.7	)
Net change in cash and cash equivalents		$	(88.8	)	$	(23.4	)	$	(65.4	)

During the six months ended June 30, 2010, we generated $352.2 million more cash from operating activities compared with the same period in 2009. The increase was primarily due to a change in accounts payable driven by effective management of vendor terms taken in 2010 and a change in accrued liabilities due to cash payments in 2009 relating to the buydown of our rate on our interest rate swaps and restructuring, partly offset by the timing of cash receipts relating to our outstanding receivables.

Our primary use of cash in investing activities is for the acquisition of revenue earning equipment, which consists of cars and equipment. During the six months ended June 30, 2010, we used $2,565.9 million more cash from investing activities compared with the same period in 2009. The use of funds was primarily due to an increase in revenue earning equipment expenditures and the year-over-year change in restricted cash and cash equivalents, partly offset by an increase in proceeds from the disposal of revenue earning equipment. The increase in revenue earning equipment expenditures and in proceeds from the disposal of revenue earning equipment was related to higher car rental volumes and a general

55

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

improvement in the car rental market. The year-over-year change in restricted cash and cash equivalents was primarily related to the economic conditions which affected the demand for revenue earning equipment and our Like Kind Exchange Program, or "LKE Program." As of June 30, 2010 and December 31, 2009, we had $743.4 million and $365.1 million, respectively, of restricted cash and cash equivalents to be used for the purchase of revenue earning vehicles and other specified uses under our fleet financing facilities, our LKE Program and to satisfy certain of our self-insurance regulatory reserve requirements. The increase in restricted cash and cash equivalents of $378.3 million from December 31, 2009 to June 30, 2010, primarily related to the timing of purchases and sales of revenue earning vehicles prior to the end of the quarter.

During the six months ended June 30, 2010, we generated $2,251.0 million more cash from financing activities compared with the same period in 2009. The increase is primarily due to increases in proceeds under the revolving lines of credit, net and from the issuance of long-term debt, partly offset by the prior year's proceeds from the sale of common stock and convertible debt offering.

Financing

Our car rental and equipment rental operations are seasonal businesses with decreased levels of business in the winter months and typically heightened activity during the spring and summer. To accommodate increased demand, we maintain a larger fleet by holding vehicles and equipment and purchasing additional fleet which increases our financing requirements. These seasonal financing needs are funded by increasing the utilization of our various corporate and fleet credit facilities and the variable funding notes portion of our U.S. Fleet Debt facilities as defined in Note 3 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data." As business demand moderates during the winter, we reduce our fleet accordingly and dispose of vehicles and equipment. The disposal proceeds are used to reduce debt.

Our primary liquidity needs include servicing of corporate and fleet related debt, the payment of operating expenses and purchases of rental vehicles and equipment to be used in our operations. Our primary sources of funding are operating revenue, cash received on the disposal of vehicles and equipment, borrowings under our asset-backed borrowing arrangements and our revolving credit facilities.

As of June 30, 2010, we had $11,693.8 million of total indebtedness outstanding. Cash paid for interest during the six months ended June 30, 2010, was $264.6 million, net of amounts capitalized. Accordingly, we are highly leveraged and a substantial portion of our liquidity needs arise from debt service on our indebtedness and from the funding of our costs of operations and capital expenditures.

Our liquidity as of June 30, 2010 consists of cash and cash equivalents, unused commitments under our Senior ABL Facility and unused commitments under our fleet financing facilities. For a description of these amounts, see Note 8 of the Notes to our condensed consolidated financial statements included in this Report as well as "Credit Facilities" below.

Based on all that we accomplished in 2009 and the first half of 2010, our current availability under our various credit facilities and our business plan, we believe we have sufficient liquidity to meet our U.S. debt maturities over the next twelve months.

In June 2010, Hertz Vehicle Financing LLC, or "HVF," our wholly-owned subsidiary, issued $184.3 million in aggregate principal amount of 3 year and 5 year Subordinated Series 2009-2 Rental Car Asset Backed Notes, Class B, or the "Series 2009-2 Class B Notes." The 3 year notes carry a 4.94% coupon (5.00%

56

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

yield) and the 5 year notes carry a 5.93% coupon (6.01% yield) with expected final maturities in 2013 and 2015, respectively. The net proceeds of the offering were or will be used to purchase vehicles under our asset-backed securities, or "ABS," program, used to pay other ABS indebtedness or, to the extent permitted, used for general purposes.

Also, in June 2010, we issued EUR 400 million (the equivalent of $491.1 million as of June 30, 2010) aggregate principal amount of 8.5% Senior Secured Notes due 2015, or the "Euro Notes," and entered into a EUR 220 million (the equivalent of $270.1 million as of June 30, 2010) revolving credit facility that matures in 2013, or the "European Credit Facility." The net proceeds of the Euro Notes and European Credit Facility were used to refinance our International Fleet Debt and Belgian Fleet Financing Facility, both of which were due to mature in December 2010, and the excess was or will be used for general purposes.

As of June 30, 2010, we have approximately $520.5 million of remaining international fleet debt outstanding that matures in December 2010. We are currently in discussions regarding our remaining refinancing options, and based on these discussions and our ability to access the capital markets, we expect to refinance the remaining debt maturing in December 2010 on or prior to maturity. However, the availability of financing is subject to a variety of factors not in our control, including economic and market conditions and investor demand, so there is no guarantee that such facilities can be refinanced or that the terms of such replacement financings will be acceptable. In the event financing is not available or is not available on terms we deem acceptable, we would expect to utilize our corporate liquidity to repay these obligations which could have a negative impact on our operational and financial flexibility, and may require us to make significant operational changes to our business (including, without limitation, reducing the size of our rental fleet, reducing the percentage of our car rental fleet subject to repurchase or guaranteed depreciation programs or reducing or delaying capital expenditures).

In July 2010, we entered into a EUR 400 million (the equivalent of $491.1 million as of June 30, 2010) asset-backed securitization facility that matures in 2013, or the "European Securitization," the proceeds of which were used to refinance the portion of our existing International ABS Fleet Financing Facility relating to France and the Netherlands, which was due to mature in December 2010. This facility refinanced $288.8 million of the $520.5 million of remaining international fleet debt outstanding as of June 30, 2010 that matures in December 2010.

In addition, in July 2010, we issued approximately $750 million in aggregate principal amount of 3 year, 5 year and 7 year Series 2010-1 Rental Car Asset Backed Notes, or the "Series 2010-1 Notes." The net proceeds of the offering were or will be used, to the extent permitted, to purchase vehicles under the ABS program of HVF, to pay other ABS indebtedness or distributed to Hertz and used for general purposes.

The agreements governing our corporate indebtedness require us to comply with two key covenants based on a consolidated leverage ratio and a consolidated interest expense coverage ratio. Our failure to comply with the obligations contained in any agreements governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt becoming immediately due and payable and could further result in a cross default or cross acceleration of our debt issued under other instruments. However, as a result of the above-mentioned actions and planned future actions, we believe that we will remain in compliance with our corporate debt covenants and that cash generated from operations, together with amounts available under various liquidity facilities will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs and capital expenditure requirements for the next twelve months. Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and

57

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

restrictions contained in our corporate debt agreements will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

MBIA Insurance Corporation, or "MBIA," and Ambac Assurance Corporation, or "Ambac," provide credit enhancements in the form of financial guarantees for our 2005 Notes, with each providing guarantees for approximately half of the $2,184.9 million in principal amount of the 2005 Notes that was outstanding as of June 30, 2010, all of which matures during 2010.

An event of bankruptcy with respect to MBIA or Ambac between now and the maturities of the 2005 Notes in 2010 would result in an amortization event under the portion of the 2005 Notes guaranteed by the affected insurer. In addition, if an amortization event continues for 30 days or longer, the noteholders of the affected series of notes would have the right to require liquidation of a portion of the fleet sufficient to repay such notes, provided that the exercise of the right was exercised by a majority of the affected noteholders. Ambac has publicly stated that it has insufficient capital to finance its debt service and operating expense requirements beyond the second quarter of 2011 and may need to seek bankruptcy protection.

Since MBIA and Ambac are facing financial instability, have been downgraded one or more times and are on review for further credit downgrade or under developing outlook by one or more credit agencies, we did not have the Series 2009-1 Notes, Series 2009-2 Notes, Series 2009-2 Class B Notes or the Series 2010-1 Notes guaranteed. Accordingly, if a bankruptcy of MBIA or Ambac were to occur prior to the 2005 Notes maturing, we expect that we would use our corporate liquidity and the borrowings under or proceeds from these recent financings to pay down the amounts owed under the affected series of 2005 Notes.

On April 25, 2010, we entered into a definitive merger agreement, or the "Merger Agreement," under which we agreed to acquire Dollar Thrifty for a purchase price of $41.00 per share, or a total of $1.27 billion, in a mix of cash and Hertz Holdings common stock, based on our closing stock price on the trading day before the agreement was signed. Under the terms of the agreement, Dollar Thrifty has agreed to pay a special cash dividend of $200 million (expected to be approximately $6.88 per share) to its stockholders immediately prior to closing, and each outstanding share of Dollar Thrifty common stock will be converted at the closing into the right to receive from us 0.6366 of a share of our common stock and a cash payment from us equal to $32.80 less the amount of the special cash dividend paid by Dollar Thrifty. At the closing, we will issue an aggregate of approximately 18 million shares of our common stock (excluding shares issuable upon the exercise of stock options that are being converted to Hertz Holdings stock options) and pay an aggregate of approximately $750 million in cash (which does not include the $200 million special cash dividend to be paid by Dollar Thrifty). We intend to fund the cash portion of the purchase price with existing liquidity from the combined company. We also intend to assume or refinance Dollar Thrifty's existing fleet debt outstanding at closing. The transaction is subject to customary closing conditions, regulatory approvals, approval by Dollar Thrifty stockholders and payment of the special dividend. The transaction is not conditioned on receipt of financing by us; however, it is likely that we will incur additional financing prior to the acquisition to replenish our liquidity levels. We are currently exploring alternatives with respect to debt offerings and other financings. See "Item 1A—Risk Factors" included in this Report.

On July 28, 2010, Avis Budget Group, Inc., or "Avis," submitted a competing offer to acquire Dollar Thrifty, or the "Avis Offer." Pursuant to the terms of our Merger Agreement, the Dollar Thrifty board of directors analyzed the Avis Offer to determine whether its terms were superior to the terms of our Merger Agreement. On August 3, 2010, Dollar Thrifty issued a press release publishing a letter from its chief executive officer and president to Avis's chairman and chief executive officer indicating that Dollar

58

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

Thrifty's board of directors could not conclude that the terms of the Avis Offer were superior to the terms of our Merger Agreement, but that Dollar Thrifty was ready to review and consider any modifications or additional information Avis may wish to make or provide to address the concerns identified in the letter.

A significant number of cars that we purchase are subject to repurchase by car manufacturers under contractual repurchase or guaranteed depreciation programs. Under these programs, car manufacturers agree to repurchase cars at a specified price or guarantee the depreciation rate on the cars during a specified time period, typically subject to certain car condition and mileage requirements. We use this specified price or guaranteed depreciation rate to calculate our asset-backed financing capacity. If any manufacturer of our cars fails to fulfill its repurchase or guaranteed depreciation obligations, due to bankruptcy or otherwise, our asset-backed financing capacity could be decreased, or we may be required to materially increase the credit enhancement levels relating to the financing of the fleet vehicles provided by such bankrupt manufacturer under certain of our fleet financing facilities. For a discussion of the risks associated with a manufacturer's bankruptcy or our reliance on asset-backed financing, see "Item 1A—Risk Factors" included in this Report.

We rely significantly on asset-backed financing to purchase cars for our domestic and international car rental fleet. The amount of financing available to us pursuant to these programs depends on a number of factors, many of which are outside our control. For further information concerning our asset-backed financing programs, see Note 3 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data." For a discussion of risks related to our reliance on asset-backed financing to purchase cars, see "Item 1A—Risk Factors" included in this Report.

In the event of a bankruptcy of a car manufacturer, our liquidity would be impacted by several factors including reductions in fleet residual values, as discussed above, and the risk that we would be unable to collect outstanding receivables due to us from such bankrupt manufacturer. In addition, the program cars manufactured by any such company would need to be removed from our fleet or re-designated as non-program vehicles, which would require us to furnish additional collateral enhancement associated with these program vehicles. For a discussion of the risks associated with a manufacturer's bankruptcy or our reliance on asset-backed financing, see "Item 1A—Risk Factors" included in this Report.

We have a significant amount of debt that will mature over the next several years. The aggregate amounts of maturities of debt for each of the twelve-month periods ending June 30 (in millions of dollars) are as follows: 2011, $5,373.4 (including $3,060.9 of other short-term borrowings); 2012, $180.2; 2013, $1,929.4; 2014, $2,484.5; 2015, $828.7; after 2015, $1,037.4. For a discussion of maturities, see Note 3 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data." Our short-term borrowings of $3,060.9 million as of June 30, 2010 include, among other items, the amounts outstanding under our International ABS Fleet Financing Facility, Fleet Financing Facility, Brazilian Fleet Financing Facility, Canadian Fleet Financing Facility, Capitalized Leases and European Credit Facility. These amounts are considered short-term in nature since they have maturity dates of three months or less; however these facilities are revolving in nature and do not expire at the time of the short-term debt maturity except for our International ABS Fleet Financing Facility and Brazilian Fleet Financing Facility which mature in December 2010. As a result of our successful refinancing efforts in 2009 and the first half of 2010 and the strategic cost reduction actions taken in the past as well as those planned for the remainder of 2010, we believe that we will remain in compliance with our debt covenants and that cash generated from operations, together with amounts available under various liquidity facilities will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs and capital

59

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

expenditure requirements for the next twelve months. Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

For further information on our indebtedness, see Note 8 of the Notes to our condensed consolidated financial statements included in this Report.

Covenants

Certain of our debt instruments and credit facilities contain a number of covenants that, among other things, limit or restrict the ability of the borrowers and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business, make capital expenditures, or engage in certain transactions with affiliates. Some of these agreements also require the maintenance of certain financial covenants. As of June 30, 2010, we were in compliance with all of these financial covenants.

As of June 30, 2010, we had an aggregate principal amount outstanding of $1,351.8 million pursuant to our Senior Term Facility and no amounts outstanding in our Senior ABL Facility. As of June 30, 2010, Hertz was required under the Senior Term Facility to have a consolidated leverage ratio of not more than 5.25:1 and a consolidated interest expense coverage ratio of not less than 2.00:1. In addition, under our Senior ABL Facility, if there was less than $200.0 million of available borrowing capacity under that facility as of June 30, 2010, Hertz was required to have a consolidated leverage ratio of not more than 5.25:1 and a consolidated fixed charge coverage ratio of not less than 1:1 for the quarter then ended. Under the Senior Term Facility, as of June 30, 2010, we had a consolidated leverage ratio of 3.54:1 and a consolidated interest expense coverage ratio of 3.40:1. Since we had maintained sufficient borrowing capacity under our Senior ABL Facility as of June 30, 2010, and expect to maintain such capacity in the future, the consolidated fixed charge coverage ratio was not deemed relevant for presentation. For further information on the terms of our senior credit facilities, see Note 3 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data." In addition to the borrowings under our senior credit facilities, we have a significant amount of additional debt outstanding. For a discussion of the risks associated with our significant leverage, see "Item 1A—Risk Factors" included in this Report.

60

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

Credit Facilities

As of June 30, 2010, the following credit facilities were available for the use of Hertz and its subsidiaries (in millions of dollars):

		Remaining Capacity		Availability Under Borrowing Base Limitation
Corporate Debt
Senior Term Facility		$	—	$	—
Senior ABL Facility			1,591.7		815.9
	Total Corporate Debt		1,591.7		815.9
Fleet Debt
U.S. Fleet Debt			478.1		80.4
International ABS Fleet Financing Facility			456.2		25.6
Fleet Financing Facility			2.0		2.0
Brazilian Fleet Financing Facility			—		—
Canadian Fleet Financing Facility			102.0		3.9
Capitalized Leases			62.5		17.3
Euro Notes			—		—
European Credit Facility			—		—
	Total Fleet Debt		1,100.8		129.2
	Total	$	2,692.5	$	945.1

As of June 30, 2010, the Senior Term Facility had approximately $1.3 million available under the letter of credit facility and the Senior ABL Facility had $6.7 million available under the letter of credit facility sublimit.

Our liquidity as of June 30, 2010 was $2,813.5 million, which consisted of $896.8 million of cash and cash equivalents, $815.9 million of unused commitments under our Senior ABL Facility and $1,100.8 million of unused commitments under our fleet financing facilities. Taking into consideration the borrowing base limitations in our Senior ABL Facility and in our Fleet Debt, the amount that we had available for immediate use as of June 30, 2010 under our Senior ABL Facility was $815.9 million and we had $129.2 million of over-enhancement that was available under our Fleet Debt. Accordingly, as of June 30, 2010, we had $1,841.9 million ($896.8 million in cash and cash equivalents, $815.9 million available under our Senior ABL Facility and $129.2 million available under our various Fleet Debt facilities) in liquidity that was available for our immediate use. Future availability of borrowings under these facilities will depend on borrowing base requirements and other factors, many of which are outside our control.

Also, substantially all of our revenue earning equipment and certain related assets are owned by special purpose entities, or are subject to liens in favor of our lenders under our various credit facilities. Substantially all our other assets in the United States are also subject to liens in favor of our lenders under our various credit facilities. None of these assets would be available to satisfy the claims of our general creditors if we failed to perform our obligations to such creditors.

61

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

Some of these special purpose entities are consolidated variable interest entities, of which Hertz is the primary beneficiary, whose sole purpose is to provide commitments to lend in various currencies subject to borrowing bases comprised of rental vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. As of June 30, 2010 and December 31, 2009, our International Fleet Funding and Hertz Fleet Limited variable interest entities had total assets primarily comprised of revenue earning equipment of $374.3 million and $367.6 million, respectively, and total liabilities primarily comprised of debt of $485.8 million and $710.3 million, respectively. For further information on the terms of our debt, see Note 3 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data."

Capital Expenditures

The following tables set forth the revenue earning equipment and property and equipment capital expenditures and related disposal proceeds, on a cash basis consistent with our consolidated statements of cash flows, received by quarter for 2010 and 2009 (in millions of dollars).

		Revenue Earning Equipment								Property and Equipment
		Capital Expenditures		Disposal Proceeds			Net Capital Expenditures (Disposal Proceeds)			Capital Expenditures		Disposal Proceeds			Net Capital Expenditures
2010
	First Quarter	$	2,214.5	$	(1,589.9	)	$	624.6		$	51.3	$	(6.7	)	$	44.6
	Second Quarter		3,215.4		(1,819.2	)		1,396.2			40.7		(8.5	)		32.2
			5,429.9		(3,409.1	)		2,020.8			92.0		(15.2	)		76.8
2009
	First Quarter	$	1,399.6	$	(2,026.1	)	$	(626.5	)	$	26.7	$	(5.2	)	$	21.5
	Second Quarter		2,140.9		(1,171.5	)		969.4			21.6		0.2			21.8
		$	3,540.5	$	(3,197.6	)	$	342.9		$	48.3	$	(5.0	)	$	43.3

			Six Months Ended June 30,
			2010		2009		$ Change		% Change
Revenue earning equipment expenditures
	Car rental		$	5,372.5	$	3,497.7	$	1,874.8		53.6	%
	Equipment rental			57.4		42.8		14.6		34.1	%
		Total	$	5,429.9	$	3,540.5	$	1,889.4		53.4	%

			Six Months Ended June 30,
			2010		2009		$ Change		% Change
Property and equipment expenditures
	Car rental		$	82.2	$	42.0	$	40.2		95.7	%
	Equipment rental			5.7		4.0		1.7		42.5	%
	Other			4.1		2.3		1.8		78.3	%
		Total	$	92.0	$	48.3	$	43.7		90.5	%

62

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

The increase in our car rental operations revenue earning equipment expenditures was primarily due to higher rental volumes during the six months ended June 30, 2010 as compared to the six months ended June 30, 2009, which required us to increase our fleet levels. The increase in our equipment rental operations revenue earning equipment expenditures was primarily due to our efforts to meet the current year's goal in updating aged fleet during the six months ended June 30, 2010 as compared to the six months ended June 30, 2009.

The increase in car rental property and equipment expenditures are due to increased spending in response to an increase in demand and the opening of new off-airport locations. The level of expenditures in our equipment rental operations remained relatively the same.

Off-Balance Sheet Commitments

As of June 30, 2010 and December 31, 2009, the following guarantees (including indemnification commitments) were issued and outstanding:

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. The types of indemnification obligations for which payments are possible include the following:

Sponsors; Directors

Hertz has entered into customary indemnification agreements with Hertz Holdings, the Sponsors and our stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, our stockholders affiliated with the Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We also entered into indemnification agreements with each of our directors. We do not believe that these indemnifications are reasonably likely to have a material impact on us.

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 condensed consolidated financial statements. As of June 30, 2010 and December 31, 2009, the aggregate amounts accrued for environmental liabilities, including liability for environmental indemnities, reflected in our condensed

63

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

consolidated balance sheet in "Accrued liabilities" were $1.6 million and $2.0 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Risk Management

For a discussion of additional risks arising from our operations, including vehicle liability, general liability and property damage insurable risks, see "Item 1—Business—Risk Management" included in our Annual Report.

Market Risks

We are exposed to a variety of market risks, including the effects of changes in interest rates, foreign currency exchange rates and fluctuations in gasoline prices. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and have not been used for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to counterparty nonperformance on such instruments. For more information on these exposures, see Note 12 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data."

Interest Rate Risk

From time to time, we may enter into interest rate swap agreements and/or interest rate cap agreements to manage interest rate risk. See Notes 8 and 14 of the Notes to our condensed consolidated financial statements included in this Report and Notes 3 and 12 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data."

We have a significant amount of debt (including under our U.S. Fleet Debt, European Credit Facility, other international fleet debt facilities, International ABS Fleet Financing Facility and Senior ABL Facility) with variable rates of interest based generally on LIBOR, Euro inter-bank offered rate, or "EURIBOR," or their equivalents for local currencies plus an applicable margin. Increases in interest rates could therefore significantly increase the associated interest payments that we are required to make on this debt.

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming various changes in market interest rates. Assuming a hypothetical increase of one percentage point in interest rates on our debt portfolio as of June 30, 2010, our net income would decrease by an estimated $30.5 million over a twelve-month period.

64

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

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

Foreign Currency Risk

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing for working capital needs. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to foreign exchange options are limited to the premium paid for the right to exercise the option and the future performance of the option's counterparty.

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations.

On October 1, 2006, we designated our Senior Euro Notes as an effective net investment hedge of our Euro-denominated net investment in our international operations.

See Note 14 of the Notes to our condensed consolidated financial statements included in this Report.

Other Risks

We purchase unleaded gasoline and diesel fuel at prevailing market rates. In January 2009, we began a program to manage our exposure to changes in fuel prices through the use of derivative commodity instruments. See Note 14 of the Notes to our condensed consolidated financial statements included in this Report.

Inflation

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

Income Taxes

In January 2006, we implemented a LKE Program for our U.S. car rental business. Pursuant to the program, we dispose of vehicles and acquire replacement vehicles in a form intended to allow such dispositions and replacements to qualify as tax-deferred "like-kind exchanges" pursuant to section 1031 of the Internal Revenue Code. The program has resulted in deferral of federal and state income taxes for fiscal 2007, 2008 and 2009. A LKE Program for HERC has been in place for several years. The program allows tax deferral if a qualified replacement asset is acquired within a specific time period after asset disposal. Accordingly, if a qualified replacement asset is not purchased within this limited time period, taxable gain is recognized. For strategic purposes, such as cash management and fleet reduction, we have triggered some taxable gains in the program. The bankruptcy filing of an original equipment

65

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

manufacturer, or "OEM," also resulted in minimal gain recognition. We had sufficient net operating losses to fully offset the taxable gains recognized. We cannot offer assurance that the expected tax deferral will continue or that the relevant law concerning the programs will remain in its current form. An extended reduction in purchases or downsizing of our car rental fleet could result in reduced deferrals in the future, which in turn could require us to make material cash payments for federal and state income tax liabilities. Our inability to obtain replacement financing as our fleet financing facilities mature would likely result in an extended reduction in purchases or downsizing of the fleet. However, we believe the likelihood of making material cash payments in the near future is low because of our significant net operating losses. For a discussion of risks related to our reliance on asset-backed financing to purchase cars, see "Item 1A—Risk Factors" included in this Report.

On January 1, 2009, Bank of America acquired Merrill Lynch & Co., Inc., the parent company of MLGPE. Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by MLGPE and certain of its affiliates. For U.S. income tax purposes the transaction, when combined with other unrelated transactions during the previous 36 months, resulted in a change in control as that term is defined in Section 382 of the Internal Revenue Code. Consequently, utilization of all pre-2009 U.S. net operating losses is subject to an annual limitation. The limitation is not expected to result in a loss of net operating losses or have a material adverse impact on taxes.

Employee Retirement Benefits

Pension

We sponsor defined benefit pension plans worldwide. Pension obligations give rise to significant expenses that are dependent on assumptions discussed in Note 4 of the Notes to our audited annual consolidated financial statements included in our Annual Report under the caption "Item 8—Financial Statements and Supplementary Data." Based on present assumptions, our 2010 worldwide pre-tax pension expense is expected to be approximately $39.1 million, which would represent an increase of $3.2 million from 2009. The anticipated increase in expense compared to 2009 is primarily due to the lower discount rates. We expect to contribute up to $54.0 million to our U.S. pension plan in the full year of 2010. These contributions are necessary primarily because of the significant decline in asset values.

We participate in various "multiemployer" pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our condensed consolidated balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan's funding of vested benefits. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. Some multiemployer plans, including one in which we participate, are reported to have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 3 of the Notes to our condensed consolidated financial statements included in this Report.

66

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of
                 Operations (Continued)

Other Financial Information

The interim financial information included in this Report has not been audited by PricewaterhouseCoopers LLP, or "PwC." In reviewing this interim financial information, PwC has applied limited procedures in accordance with professional standards for reviews of interim financial information. Accordingly, reliance on their reports on this information should be restricted. PwC is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for its reports on the interim financial information because their reports do not constitute "reports" or "parts" of registration statements prepared or certified by PwC within the meaning of Sections 7 and 11 of the Securities Act of 1933.

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

There is no material change in the information reported under "Part II, Item 7A—Quantitative and Qualitative Disclosures About Market Risk," included in our Annual Report for the fiscal year ended December 31, 2009. See "Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Risks," included in this Report.

ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of our disclosure controls and procedures was performed under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

An evaluation of our internal controls over financial reporting was performed under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, to determine whether any changes have occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that no changes in our internal control over financial reporting have occurred during the three months ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

67

PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

For a description of certain pending legal proceedings, see Note 10 of the Notes to our annual audited consolidated financial statements included in our Annual Report.

The following recent developments pertaining to legal proceedings described in our Annual Report are furnished on a supplemental basis:

In June 2010, in Janet Sobel, Daniel Dugan, PhD. and Lydia Lee, individually and on behalf of all others similarly situated v. The Hertz Corporation and Enterprise Rent-A-Car Company, the Lydia Lee case was refiled separately against Enterprise. Thereafter, Hertz and Enterprise jointly engaged in a mediation with the plaintiffs. That mediation has now resulted in a proposed settlement for an immaterial amount that will need to be incorporated into a Settlement Agreement. Once executed by the parties, the Settlement Agreement will be presented to the court for its approval.

In June 2010, in Michael Shames and Gary Gramkow v. The Hertz Corporation, Dollar Thrifty Automotive Group, Inc., Avis Budget Group, Inc., Vanguard Car Rental USA, Inc., Enterprise Rent-A-Car Company, Fox Rent A Car, Inc. Coast Leasing Corp., The California Travel and Tourism Commission, and Caroline Beteta, a three judge panel of the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of the plaintiffs' antitrust claim against the California Travel and Tourism Commission as a state agency immune from an antitrust complaint because the California legislature foresaw the alleged price-fixing conspiracy that was the subject of the plaintiffs' complaint. The plaintiffs subsequently filed a petition with the United States Court of Appeals for the Ninth Circuit seeking to have all of the judges on the Ninth Circuit review the decision of the three judge panel.

Aside from the above mentioned, there were no material changes in the legal proceedings described in our Annual Report and in our quarterly report on Form 10-Q for the period ended March 31, 2010 and we are not otherwise required to disclose any pending legal proceedings in response to Item 103 of Regulation S-K.

ITEM 1A.    RISK FACTORS

The following risk factors amend and restate the risk factors presented in our Annual Report, quarterly report on Form 10-Q for the period ended March 31, 2010, and our Form 8-K filed on June 9, 2010 in their entirety. In addition to the other information included in this Report and the Annual Report, you should carefully consider each of the following risks and uncertainties. We believe that the following information identifies the material risks and uncertainties affecting our company, but it is possible that other risks and uncertainties might significantly impact us. Risks that we are not aware of could arise, and issues that we now view as minor could become more important. Any of those risks and uncertainties may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Our Business

The car and equipment rental industry is significantly affected by general economic conditions, and any further decreases in general economic activity could materially and adversely affect our financial condition and results of operations.

Our results of operations are affected by many economic factors, including the level of economic activity in the markets in which we operate. The United States and international markets have experienced a significant decline in economic activity that has affected the car rental market, including a tightening of the credit markets, reduced business and leisure travel, reduced consumer spending and volatile fuel prices. In the equipment rental business, the decline in economic activity has resulted in a decline in activity in construction and other businesses in which our equipment rental customers operate.

68

ITEM 1A.    RISK FACTORS (Continued)

Accordingly, the car and equipment rental industries have both experienced unprecedented declines in volume and demand. See "Item 1—Business—Worldwide Car Rental—Fleet" and "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview" included in our Annual Report. Although there have recently been signs of an economic recovery, if economic conditions in the United States and worldwide again worsen or do not continue to improve, our financial condition and results of operations could be materially and adversely impacted in the remainder of 2010 and beyond.

Our car rental business, which provides the majority of our revenues, is particularly sensitive to reductions in the levels of airline passenger travel, and any further reduction in air travel could materially adversely impact our financial condition and results of operations.

The car rental industry is particularly affected by reductions in business and leisure travel, especially with respect to levels of airline passenger traffic. Approximately 84% of our worldwide revenues during 2009 were provided by our car rental segment, and we estimate that approximately 67% of these car rental revenues were generated at our airport rental locations. Further reductions in levels of air travel, whether caused by general economic conditions, airfare increases (e.g., due to capacity reductions or increases in fuel costs borne by commercial airlines) or other events such as work stoppages, military conflicts, terrorist incidents, natural disasters (such as the recent volcanic ash cloud over substantial parts of Europe), epidemic diseases, or the response of governments to any of these events, could materially and adversely affect us.

We face intense competition that may lead to downward pricing, or an inability to increase prices.

The markets in which we operate are highly competitive. See "Item 1—Business—Worldwide Car Rental—Competition" and "Item 1—Business—Worldwide Equipment Rental—Competition" included in our Annual Report. We believe that price is one of the primary competitive factors in the car and equipment rental markets and that the Internet has enabled cost-conscious customers, including business travelers, to more easily obtain the lowest rates available from car rental companies for any given trip. If we try to increase our pricing, our competitors, some of whom may have greater resources and better access to capital than us, may seek to compete aggressively on the basis of pricing. In addition, our competitors may reduce prices in order to attempt to gain a competitive advantage or to compensate for declines in rental activity associated with reductions in economic activity. To the extent we do not match or remain within a reasonable competitive margin of our competitors' pricing, or if competitive pressures lead us to match any of our competitors' downward pricing and we are not able to reduce our operating costs, our margins and results of operations could be materially and adversely impacted.

Our business is highly seasonal and any occurrence that disrupts rental activity during our peak periods could constrain our liquidity and adversely affect our results of operations.

Certain significant components of our expenses are fixed in the short-run, including minimum concession fees, real estate taxes, rent, insurance, utilities, maintenance and other facility-related expenses, the costs of operating our information technology systems and minimum staffing costs. Seasonal changes in our revenues do not alter those fixed expenses, typically resulting in higher profitability in periods when our revenues are higher and lower profitability in periods when our revenues are lower. The second and third quarters of the year have historically been our strongest quarters in both our car and equipment rental segments due to their increased levels of leisure travel and construction activity. Any occurrence that disrupts rental activity during the second or third quarters could have a disproportionately material adverse effect on our liquidity and results of operations.

69

ITEM 1A.    RISK FACTORS (Continued)

We may not be successful in our business strategy to expand into the off-airport rental market.

We have been increasing our presence in the off-airport car rental market in the United States and intend to continue to pursue profitable growth opportunities through a combination of selected new location openings, a disciplined evaluation of and strategic changes with respect to existing locations, and the pursuit of same-store sales growth. In order to increase revenues at our existing, and any new, off-airport locations, we believe that we will need to successfully market to insurance companies and other companies that provide rental referrals to those needing cars while their vehicles are being repaired or are temporarily unavailable for other reasons, as well as to the renters themselves. Since some of our competitors have a more established presence in the off-airport car rental market than we do, it may be difficult for us to successfully market our off-airport rental car services to these individuals and organizations. In addition, revenues at new off-airport locations usually do not initially cover their start-up costs and often do not, for some time, cover the costs of their ongoing operation. As a result, it may take some time before various of our new facilities are profitable. See "Item 1—Business—Worldwide Car Rental—Operations" included in our Annual Report. Our competitors, some of which have greater market share than we do in the off-airport rental market, may also try to increase their presence in that market, which could make it more difficult for this business strategy to succeed. If we are unable to grow profitably in our off-airport network and properly react to changes in market conditions, our financial condition and results of operations could be materially adversely affected.

A downsizing of our rental car fleet could require us to make additional cash payments for tax liabilities, which could be material.

The Like-Kind Exchange Program, or "LKE Program," allows tax gains on the disposition of vehicles in our car rental fleet to be deferred and has resulted in deferral of federal and state income taxes for fiscal 2007, 2008 and 2009. The LKE Program allows tax deferral if a qualified replacement asset is acquired within a specific time period after asset disposal. Accordingly, if a qualified replacement asset is not purchased within this limited time period, taxable gain is recognized. For strategic purposes, such as cash management and fleet reduction, we have in the past triggered some taxable gains in the LKE Program, and the bankruptcy filing of a manufacturer of vehicles in our car rental fleet has also resulted in minimal taxable gains. An extended reduction in purchases or downsizing of our car rental fleet could result in reduced deferrals in the future, which in turn could require us to make material cash payments for federal and state income tax liabilities. Our inability to obtain replacement financing as our debt matures would likely result in an extended reduction in purchases or downsizing of the fleet. See "—Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control" included in our Annual Report.

If we are unable to purchase adequate supplies of competitively priced cars or equipment and the cost of the cars or equipment we purchase increases, our financial condition and results of operations may be materially adversely affected.

Historically we have purchased more of the cars we rent from Ford than from any other automobile manufacturer. However, our master supply and advertising agreement with Ford expires on August 31, 2010. We do not expect to extend the master supply and advertising agreement with Ford beyond its current term and to date, we have not entered into any long-term car supply arrangements with manufacturers other than Ford.

In addition, certain car manufacturers, including Ford, have adopted strategies to de-emphasize sales to the car rental industry, which they view as less profitable due to historical sales incentive and other discount programs that tended to lower the average cost of cars for fleet purchasers such as us.

70

ITEM 1A.    RISK FACTORS (Continued)

Furthermore, a number of the manufacturers that we purchase cars from have experienced financial difficulties, such that their ability to continue to supply us with cars on competitive terms and conditions has come into question. By way of an example, New General Motors, or "General Motors Company," which required significant government assistance during 2009, manufactured approximately 29% of the cars purchased for our U.S. car fleet and 18% of the cars purchased for our international fleet during the six months ended June 30, 2010. In the event that General Motors Company, or any other manufacturer from which we purchase cars, were to cease manufacturing and selling automobiles, we would have to increase the number of vehicles we purchase from other manufacturers, or start purchasing vehicles from one or more manufacturers from which we do not currently purchase vehicles. In addition, it is possible that a manufacturer experiencing financial difficulties could attempt to increase the cost of the cars they sell to us. There can be no guarantee that, in such a circumstance, we would be able to purchase a sufficient number of vehicles at purchase prices similar to those for the vehicles we currently purchase, or at all. If we are not able to purchase sufficient quantities of cars on competitive terms and conditions, or if a manufacturer from whom we purchase a significant number of cars or equipment is unable to continuing supplying us with cars, then the cost of the cars we purchase may increase. Reduced or limited supplies of equipment together with increased prices are risks that we also face in our equipment rental business. If we are unable to pass on any increased costs to our customers, our financial condition and results of operations may be materially and adversely affected.

Declines in the value of the non-program cars in our fleet due to decreases in residual values could adversely impact our financial condition and results of operations.

For the six months ended June 30, 2010, approximately 63% of the cars purchased in our combined U.S. and international car rental fleet were subject to repurchase by car manufacturers under contractual repurchase or guaranteed depreciation programs. We pay more to purchase these "program cars", in exchange for the car manufacturers agreeing to repurchase these cars at a specified price, or guaranteeing the depreciation rate on the cars during a specified time period. While the repurchase price and/or depreciation rate is typically subject to certain conditions, including the condition of the car, mileage and holding period requirements, the use of program cars limits our risk that the market value of a car at the time of its disposition will be less than its estimated residual value at such time.

The use of program cars enables us to determine our depreciation expense in advance. This predictability is useful to us, since depreciation is a significant cost factor in our operations. Having program cars in our fleet is also useful in managing our seasonal peak demand for fleet, because in certain cases we can, if we deem it necessary, sell certain of the program cars shortly after having acquired them. If a program car is damaged and we are unable to recover the cost of the damage from our customer or another third party or the car otherwise becomes ineligible for return or sale under the relevant program, our loss upon the disposition of the car will be larger than if the car had been a non-program car, because our initial investment in the car was larger. Over the past five years, the percentage of our car rental fleet subject to repurchase or guaranteed depreciation programs has substantially decreased due primarily to changes in the overall terms offered by automobile manufacturers under repurchase or guaranteed depreciation programs and concerns such as the credit-worthiness of the U.S. vehicle manufacturers. Accordingly, we are now bearing increased risk relating to the residual value and the related depreciation on our car rental fleet. In addition, our flexibility to reduce the size of our fleet by returning cars sooner than originally expected without risk of loss in the event of an economic downturn or to respond to changes in rental demand has been reduced as the percentage of program cars in our car rental fleet has decreased materially. Any decrease in residual values, including in connection with a decline in economic activity, a decline in a manufacturers reputation due to a significant product recall, or the unexpected announcement by a manufacturer of the

71

ITEM 1A.    RISK FACTORS (Continued)

eventual or immediate elimination of a model or nameplate, either due to their bankruptcy or otherwise, could have a material adverse effect on residual values realized on the disposition of our non-program cars and equipment and the value of the non-program cars and equipment we own, which could materially adversely affect our financial condition and results of operations.

The failure of a manufacturer of cars that we own to fulfill its obligations under a repurchase or guaranteed depreciation program could expose us to loss on those cars and adversely impact our outstanding asset-backed financing facilities, which could in turn adversely affect our liquidity and results of operations.

If any manufacturer of our cars does not fulfill its obligations under its repurchase or guaranteed depreciation obligations with us, whether due to a default, future reorganization, bankruptcy or otherwise, we would have to dispose of those program cars without the benefit of the associated programs. Accordingly, our expenses associated with the disposition of these cars could increase, we would be exposed to residual risk with respect to these cars and we could be left with a substantial unpaid claim against the manufacturer with respect to program cars that were sold and returned to the car manufacturer but not paid for, or that were sold for less than their agreed repurchase price or guaranteed value. The amount of these outstanding claims fluctuates throughout the year depending on how many cars we sell back to the car manufacturer. For the year ended December 31, 2009, the highest outstanding month-end receivable balance for cars sold to a single manufacturer was $95.4 million owed by Hyundai Motor Company in January 2009, which was subsequently paid. There is no guarantee that we will be paid these amounts by any car manufacturer that files for bankruptcy protection in the future and/or otherwise ceases operations. Any failure by a manufacturer to pay such amounts due could, among other things, cause a credit enhancement deficiency with respect to our asset-backed financing, in which case the collateral requirements for such facilities could be increased. In addition, because we obtain a substantial portion of our financing in reliance on repurchase and guaranteed depreciation programs, the failure of our car manufacturers to fulfill their current repurchase obligations, or modification or elimination of those programs in the future, or significant adverse changes in the financial condition of our car manufacturers, including a bankruptcy filing by a significant supplier, could reduce our ability to acquire new cars under our outstanding asset-backed financing facilities, and could in the future make vehicle-related debt financing more difficult to obtain on reasonable terms. See "—Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control."

Any reduction in the value of our fleet could effectively increase our fleet costs, adversely impact our profitability and potentially lead to decreased capacity in our asset-backed vehicle financing facilities due to the collateral requirements for such facilities which effectively increase as market values for vehicles decrease. As a result, our ability to utilize our asset-backed vehicle financing programs to acquire new vehicles for our rental fleet may be limited. In addition, if disposal of vehicles in the used vehicle marketplace were to become severely limited at a time when required collateral levels were rising and as a result we failed to meet the minimum required collateral levels, the principal under our asset-backed financing facilities may be required to be repaid sooner than anticipated with vehicle disposition proceeds and lease payments we make to our vehicle program subsidiary. If that were to occur, the holders of our asset-backed debt may have the ability to exercise their right to direct the trustee to foreclose on and sell vehicles to generate proceeds sufficient to repay such debt.

72

ITEM 1A.    RISK FACTORS (Continued)

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

As a result of the challenging economic environment, we are implementing initiatives to reduce our operating expenses. These initiatives include headcount reductions, business process outsourcing, business process re-engineering and internal reorganization, as well as other expense controls. We cannot assure you that we will be able to implement our cost reduction initiatives successfully, or at all. For the six months ended June 30, 2010, we incurred $38.3 million of restructuring and restructuring related costs associated with our cost reduction initiatives, and we anticipate incurring further expenses throughout the remainder of 2010, some of which may be material in the period in which they are incurred.

Even if we are successful in our cost reduction initiatives, we may face other risks associated with our plans, including declines in employee morale or the level of customer service we provide, the efficiency of our operations or the effectiveness of our internal controls. Any of these risks could have a material adverse impact on our results of operations, financial condition and cash flows. In addition, investors or securities analysts who cover our common stock may not agree that these changes will be beneficial, and our stock price may decline as a result.

An impairment of our goodwill and/or our indefinite lived intangible assets could have a material non-cash adverse impact on our results of operations.

We review our goodwill and indefinite lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable and at least annually. We have performed our annual impairment tests for goodwill and indefinite lived intangible assets during the fourth quarter of 2009 and concluded that there was no impairment related to our goodwill and our indefinite-lived intangible assets. We have taken a number of actions as described elsewhere in our Annual Report to mitigate the impact of these negative factors on our projected future cash flows. However, if further economic deterioration occurs, we may be required to record additional charges for goodwill and/or indefinite lived intangible asset impairments in the future, which could have a material adverse non-cash impact on our results of operations.

Significant increases in fuel costs or reduced supplies of fuel could harm our business.

Fuel prices have been volatile recently, and could fluctuate severely and/or increase overall in 2010. Significant increases in fuel prices, fluctuations in fuel supplies or imposition of mandatory allocations or rationing of fuel, could negatively impact our car rental business by directly discouraging consumers from renting cars or disrupting air travel, on which a significant portion of our car rental business relies. In addition, significant increases in fuel prices and/or a reduction in fuel supplies could negatively impact our equipment rental business by increasing the cost of buying new equipment, since fuel is used in the manufacturing process and in delivering equipment to us, and by reducing the mobility of our fleet, due to higher costs of transporting equipment between facilities or regions. Accordingly, significant increases in fuel prices or a severe or protracted disruption in fuel supplies could have a material adverse effect on our financial condition and results of operations.

Our foreign operations expose us to additional risks that may materially adversely affect our results of operations.

A significant portion of our annual revenues are generated outside the United States, and we intend to pursue additional international growth opportunities. Operating in a large number of different regions

73

ITEM 1A.    RISK FACTORS (Continued)

and countries exposes us to varying risks, as well as multiple and often conflicting foreign regulatory requirements that are also subject to change. Some of those risks include:

•

Multiple foreign regulatory requirements and laws that are often much different than the domestic laws in the United States, including laws relating to the protection of our trademarks and other intellectual property;



•

The effect of foreign currency translation risk, as well as limitations on our ability to repatriate income;



•

Varying tax regimes, including consequences from changes in applicable tax laws;



•

Local ownership and/or investment requirements, as well as difficulties in obtaining financing in foreign countries for local operations; and



•

Political and economic instability, natural calamities, war, and terrorism.

The effects of these risks may, individually or in the aggregate, materially and adversely affect our results of operations and ability to diversify internationally.

Manufacturer safety recalls could create risks to our business.

Our cars may be subject to safety recalls by their manufacturers. For example, in early 2010 Toyota announced recalls. Under certain circumstances, the recalls may cause us to attempt to retrieve cars from renters, and/or to decline to re-rent returned cars until we can arrange for the steps described in the recalls to be taken. We could also face liability claims if recalls affect cars that we have already sold. If a large number of cars are the subject of simultaneous recalls, or if needed replacement parts are not in adequate supply, we may not be able to re-rent recalled cars for a significant period of time. Those types of disruptions could jeopardize our ability to fulfill existing contractual commitments and/or satisfy demand for our vehicles, and could also result in the loss of business to our competitors. Depending on the severity of any recall, it could materially adversely affect our revenues, create customer service problems, reduce the residual value of the cars involved and harm our general reputation.

Our business is heavily reliant upon communications networks and centralized information technology systems.

We rely heavily on information technology systems to accept reservations, process rental and sales transactions, manage our fleets of cars and equipment, account for our activities and otherwise conduct our business. While our reliance on this technology lowers our cost of providing service and expands our service capabilities, it exposes us to various risks that could cause a loss of reservations, interfere with our ability to manage our fleet, slow rental and sales processes and otherwise materially adversely affect our ability to manage our business effectively. While our systems back-up plans, business continuity plans and insurance programs are designed to mitigate such a risk, they do not eliminate it. In addition, for any of these key business processes which we outsource, the outsourcing service providers would likely be subject to similar risks. Any disruption, termination, or substandard provision of these services could adversely affect our brand, customer relationships, operating results and financial condition.

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

We have centralized our reservations function for the United States in one facility in Oklahoma City, Oklahoma, and we have concentrated our accounting functions for the United States in two facilities in Oklahoma City. Our reservations and accounting functions for our European operations are similarly

74

ITEM 1A.    RISK FACTORS (Continued)

centralized in a single facility near Dublin, Ireland. In addition, our major information technology systems are centralized in two of our facilities in Oklahoma City. A disruption of normal business at any of our principal facilities in Oklahoma City or Dublin, whether as the result of localized conditions (such as a fire or explosion) or as the result of events or circumstances of broader geographic impact (such as an earthquake, storm, flood, epidemic, strike, act of war, civil unrest or terrorist act), could materially adversely affect our business by disrupting normal reservations, customer service, accounting and systems activities. If we outsource key business processes in the future, the outsourcing service providers may concentrate their activities on our behalf at a small number of locations, entailing similar or potentially greater risks. There can be no assurance that our systems designs, business continuity plans and insurance programs will be able to successfully mitigate or eliminate these risks, and this is particularly true with respect to events of broad geographic impact.

The misuse or theft of information we possess could harm our brand, reputation or competitive position and give rise to material liabilities.

Because we regularly possess, store and handle non-public information about millions of individuals and businesses, our failure to maintain the security of the data we hold, whether as the result of our own error or the malfeasance or errors of others, could harm our reputation and give rise to a host of liabilities. Any such liabilities could lead to lower revenues, increased costs and other material adverse effects on our results of operations. Depending on the type of information involved, the nature of our relationship with the person or entity to which the information relates, the cause and the jurisdiction whose laws are applicable etc., any misuse or theft of information could also result in governmental investigations and material civil or criminal liability. The laws that would be applicable to such a failure are rapidly evolving, but are generally becoming more burdensome. See "—Changes in the U.S. and foreign legal and regulatory environment that affect our operations, including laws and regulations relating to the insurance products we sell, consumer privacy, data security, employment matters, taxes, automobile-related liability and insurance rates, could disrupt our business, increase our expenses or otherwise have an adverse impact on our results of operations."

Maintaining favorable brand recognition is essential to our success, and failure to do so could materially and adversely affect our results of operations.

Favorable brand recognition is important to our future success. While our Hertz brand name is one of the most recognized in the world, factors affecting brand recognition are often outside our control, and our efforts to maintain or enhance favorable brand recognition, such as making significant investments in marketing and advertising campaigns, may not have their desired effects. 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. Any decline in perceived favorable recognition of our brands could materially and adversely affect our results of operations.

Our business operations could be significantly disrupted if we were to lose the services of members of our senior management team.

Our senior management team has extensive industry experience, and our success depends to a significant degree upon the continued contributions of that team. If we were to lose the services of any one or more members of our senior management team, whether due to death, disability or termination of employment, our ability to successfully implement our business strategy, financial plans, marketing and other objectives, could be significantly impaired.

75

ITEM 1A.    RISK FACTORS (Continued)

We may pursue strategic transactions in the future, which could be difficult to implement, disrupt our business or change our business profile significantly.

We will continue to consider opportunistic strategic transactions, which could involve acquisitions or dispositions of businesses or assets. Any future strategic transaction could involve numerous risks, including:

•

potential disruption of our ongoing business and distraction of management;



•

difficulty integrating acquired businesses or segregating assets to be disposed of;



•

exposure to unknown and/or contingent or other liabilities, including litigation arising in connection with the acquisition, disposition and/or against any businesses we may acquire; and



•

changing our business profile in ways that could have unintended consequences.

If we enter into significant strategic transactions in the future, related accounting charges may affect our financial condition and results of operations, particularly in the case of any acquisitions. In addition, the financing of any significant acquisition may result in changes in our capital structure, including the incurrence of additional indebtedness. Conversely, any material disposition could reduce our indebtedness or require the amendment or refinancing of a portion of our outstanding indebtedness. We may not be successful in addressing these risks or any other problems encountered in connection with any strategic transactions.

If we experience a change in ownership of a material percentage of our equity without obtaining certain approvals, our results of operations and financial condition could be materially adversely affected.

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

We face risks related to liabilities and insurance.

Our businesses expose us to claims for personal injury, death and property damage resulting from the use of the cars and equipment rented or sold by us, and for workers' compensation claims and other employment-related claims by our employees. Currently, we generally self-insure up to $10 million per occurrence in the United States and Europe for vehicle and general liability exposures, and we also maintain insurance with unaffiliated carriers in excess of such levels up to $200 million per occurrence for the current policy year, or in the case of international operations outside of Europe, in such lower amounts as we deem adequate given the risks. We cannot assure you that we will not be exposed to uninsured liability at levels in excess of our historical levels resulting from multiple payouts or otherwise, that liabilities in respect of existing or future claims will not exceed the level of our insurance, that we will have sufficient capital available to pay any uninsured claims or that insurance with unaffiliated carriers will continue to be available to us on economically reasonable terms or at all. See "Item 1—Business—Risk Management" and "Item 3—Legal Proceedings" included in our Annual Report.

76

ITEM 1A.    RISK FACTORS (Continued)

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

We participate in various "multiemployer" pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan's funding of vested benefits. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we may decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. Some multiemployer plans, including one in which we participate, are reported to have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability.

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

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

We have made, and will continue to make, expenditures to comply with environmental laws and regulations, including expenditures for the cleanup of contamination at or emanating from, currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. We cannot assure you that compliance with existing or future environmental legislation and regulations will not require material expenditures by us or otherwise have a material adverse effect on our consolidated financial position, results of operations or cash flows. See "Item 1—Business—Governmental Regulation and Environmental Matters" included in our Annual Report.

Changes in the U.S. and foreign legal and regulatory environment that affect our operations, including laws and regulations relating to the insurance products we sell, consumer privacy, data security, employment matters, taxes, automobile-related liability and insurance rates, could disrupt our business, increase our expenses or otherwise have an adverse impact on our results of operations.

We are subject to a wide variety of laws and regulations in the United States and the other countries and jurisdictions in which we operate, and changes in the level of government regulation of our business have the potential to materially alter our business practices and adversely affect our financial position and results of operations, including our profitability. Depending on the jurisdiction, those changes may

77

ITEM 1A.    RISK FACTORS (Continued)

come about through new legislation, the issuance of new laws and regulations or changes in the interpretation of existing laws and regulations by a court, regulatory body or governmental official.

The optional liability insurance policies and products providing insurance coverage in our domestic car rental operations are conducted pursuant to limited licenses or exemptions under state laws governing the licensing of insurance providers. In our international car rental operations, our offering of optional products providing insurance coverage historically has not been regulated. See "Item 1—Business—Risk Management" included in our Annual Report for further discussion regarding how changes in the regulation of insurance intermediaries may affect us internationally. Any changes in U.S. or foreign law that change our operating requirements with respect to optional insurance products could increase our costs of compliance or make it uneconomical to offer such products, which would lead to a reduction in revenue and profitability. 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 could be materially adversely affected.

Laws in many countries and jurisdictions limit the types of information we may collect about individuals with whom we deal or propose to deal, as well as how we collect, retain and use the information that we are permitted to collect. In addition, the centralized nature of our information technology systems requires the routine flow of information about customers and potential customers across national borders, particularly into the United States. The regulations applicable to privacy and data security are rapidly evolving, and additional regulation in those areas, some of it potentially difficult for us to accommodate, is frequently proposed and occasionally adopted. Thus, changes in the worldwide legal and regulatory environment in the areas of customer privacy, data security and cross-border data flows could have a material adverse effect on our business, primarily through the impairment of our marketing and transaction processing activities, and the resulting costs of complying with such requirements. It is also possible that we could face significant liability for failing to comply with any such existing, or new, requirements.

In most places where we operate, we pass through various expenses, including the recovery of vehicle licensing costs and airport concession fees, to our rental customers as separate charges. We believe that our expense pass-throughs, where imposed, are properly disclosed and are lawful. Generally speaking, expense pass-throughs have, when challenged, been upheld in court. We may in the future be subject to potential legislative changes or administrative action which could limit, restrict and/or prohibit our ability to separately state, charge and recover such costs, which would result in an adverse cost reallocation. If such actions were taken, it could have a material adverse impact on our revenues and results of operations.

Investment funds associated with Clayton, Dubilier & Rice, LLC, The Carlyle Group and BAML Capital Partners (formerly Merrill Lynch Global Private Equity) will continue to exercise significant control over Hertz's management and policies, and may have interests that differ from yours.

Investment funds associated with Clayton, Dubilier & Rice, LLC, The Carlyle Group and BAML Capital Partners (formerly Merrill Lynch Global Private Equity) (collectively, referred to as the "Sponsors") currently beneficially own approximately 51%, in the aggregate of the outstanding shares of the common stock of Hertz Holdings and, following the proposed merger with Dollar Thrifty, would own approximately 49% of Hertz Holdings' common stock in the aggregate, without giving effect to the issuance by Hertz Holdings of shares of its common stock pursuant to currently vested equity compensation awards with respect to Hertz Holdings' common stock or to currently vested options to purchase Dollar Thrifty common stock that will be converted into options to purchase Hertz Holdings common stock in the merger or to options or equity compensation awards that will vest prior to the closing, including options

78

ITEM 1A.    RISK FACTORS (Continued)

for which the vesting is accelerated in connection with the closing. These funds and Hertz Holdings are parties to a stockholders agreement, pursuant to which the funds have agreed to vote in favor of nominees to Hertz Holdings' board of directors nominated by the other funds. As a result, the Sponsors control Hertz Holdings and its board of directors, and will continue to have significant influence over matters requiring stockholder approval and our policy and affairs for so long as the investment funds associated with the Sponsors continue to hold a significant amount of Hertz Holdings common stock. There can be no assurance that the interests of the Sponsors will not conflict with those of other Hertz Holdings stockholders. The Sponsors have the ability to prevent any transaction that requires the approval of stockholders, including many possible change in control transactions, regardless of whether or not other Hertz Holdings stockholders believe that such a transaction is in their own best interests. Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly with us. One or more of the Sponsors may also pursue acquisition opportunities and other corporate opportunities that may be complementary to our business and as a result, those opportunities may not be available to us. So long as the Sponsors continue to have influence over the election of directors or directly or indirectly own a significant percentage of the outstanding shares of Hertz Holdings common stock, even if this percentage is less than 50%, the Sponsors will continue to be able to strongly influence our decisions.

In addition, Hertz Holdings is currently a "controlled company" within the meaning of the New York Stock Exchange, or "NYSE," rules because the investment funds associated with the Sponsors, who beneficially own over 50% of Hertz Holdings' outstanding common stock in the aggregate, are parties to the stockholders agreement, and Hertz Holdings is therefore not required to comply with certain corporate governance requirements of the NYSE. Under the stockholders agreement, these funds currently have the right to nominate all of the directors of Hertz Holdings. It is expected that Hertz Holdings will cease to be a controlled company within the meaning of the NYSE rules following the merger with Dollar Thrifty. In such event, the stockholders agreement provides that, if required to comply with NYSE rules, the number of directors that each of these funds is entitled to nominate may be reduced, or the board may be expanded. However, certain other provisions of the stockholders agreement will remain in effect, and Hertz Holdings will continue to be subject to, and the rights of Dollar Thrifty stockholders will consequently be impacted by, the stockholders agreement following the merger.

Risks Relating to Our Substantial Indebtedness

Our substantial level of indebtedness could adversely affect our results of operations, cash flows and ability to compete in our industry.

As of June 30, 2010, we had debt outstanding of $11,693.8 million and a debt to equity ratio, calculated using the total amount of our outstanding debt net of unamortized discounts, of 6.1 to 1. Our substantial debt could have important consequences to us. For example, it could:

•

make it more difficult for us to satisfy our obligations to the holders of our outstanding debt securities and to the lenders under our various credit facilities, resulting in possible defaults on, and acceleration of, such indebtedness;



•

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



•

require us to sell assets, seek to obtain additional equity capital or restructure our indebtedness;

79

ITEM 1A.    RISK FACTORS (Continued)

•

increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings are at variable rates of interest;



•

place us at a competitive disadvantage to any of our competitors that have proportionately less debt or comparable debt at more favorable interest rates;



•

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



•

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



•

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

Any of the foregoing impacts of our substantial indebtedness could have a material adverse effect on our business, financial condition and results of operations, our ability to obtain financing in the future and our ability to react to changes in our business and future opportunities. Our ability to make scheduled payments on our indebtedness, or to refinance our obligations under our debt agreements, will depend on the financial and operating performance of us and our subsidiaries, which, in turn, will be affected by prevailing economic and competitive conditions and to the financial and business risk factors, many of which may be beyond our control, as described above. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

Despite our current indebtedness levels, we and our subsidiaries may incur substantially more debt.

While the terms of the instruments governing our outstanding indebtedness contain certain restrictions upon our ability to incur additional indebtedness, they do not fully prohibit us or our subsidiaries from incurring additional indebtedness in the future and the indebtedness that we and our subsidiaries may incur may be substantial. As of June 30, 2010, our senior secured credit facilities provided us commitments for additional aggregate borrowings (subject to borrowing base limitations) of approximately $1,591.7 million, and permitted additional borrowings beyond those commitments under certain circumstances. For a detailed description of the amounts we have available as of June 30, 2010 under certain of our debt facilities, see "Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities," included in this Report. As of June 30, 2010, the instruments governing our asset-backed fleet debt facilities in the United States and elsewhere provided commitments for additional aggregate borrowings of up to $1,100.8 million, subject to borrowing base limitations. If new debt is added to our current debt levels, the related risks that we now face would increase. In addition, the instruments governing our indebtedness do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness.

The third-party insurance companies that provide credit enhancements in the form of financial guarantees of the Series 2005-1 and 2005-2 Rental Car Asset Backed Notes, or the "2005 Notes," could face financial instability due to factors beyond our control.

MBIA Insurance Corporation, or "MBIA," and Ambac Assurance Corporation, or "Ambac," provide credit enhancements in the form of financial guarantees for our 2005 Notes, with each providing guarantees for approximately half of the $2,184.9 million in principal amount of the 2005 Notes that was outstanding as of June 30, 2010, all of which matures in 2010. Each of MBIA and Ambac has been

80

ITEM 1A.    RISK FACTORS (Continued)

downgraded one or more times and is on review for further credit downgrade or under developing outlook by one or more credit ratings agencies. In addition, in March 2010, Ambac acquiesced to the request by the Wisconsin Office of the Commissioner of Insurance, or "OCI," to establish a segregated account with respect to certain of Ambac's liabilities and the OCI commenced rehabilitation proceedings in order to permit the OCI to facilitate an orderly run-off and/or settlement of those liabilities. Ambac has publicly stated that it has insufficient capital to finance its debt service and operating expense requirements beyond the second quarter of 2011 and may need to seek bankruptcy protection. If certain insolvency related events were to occur with respect to Ambac or MBIA, we would be required to apply a proportional amount of all rental payments by us to Hertz Vehicle Financing LLC or "HVF" and all car disposition proceeds under the affected series of 2005 Notes, to pay down the amounts owed under the affected series of 2005 Notes instead of applying those proceeds to purchase additional cars and/or distributing those amounts to our subsidiaries for working capital purposes. If these events continued for 30 days, holders of the affected series of 2005 Notes would have the right to instruct the trustee to foreclose on our rental car vehicles in order to generate proceeds to repay the principal amount of the affected series of 2005 Notes. If our available cash and other funding sources were not sufficient to repay the affected series of 2005 Notes, we would be required to renegotiate with our lenders or raise additional funds, and there is no assurance that we would be successful in such renegotiation or the raising of such funds. If any of the above occurs, it could lead to consequences that have a material adverse effect on our liquidity, business, financial condition and results of operations.

In addition, if the above events were to occur, it could result in our inability to have access to other facilities or could accelerate outstanding indebtedness under those facilities or other financing arrangements, any of which would have a material adverse effect on our financial condition and liquidity position.

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

We rely significantly on asset-backed financing to purchase cars for our domestic and international car rental fleets. As of June 30, 2010, Hertz and several of its subsidiaries, including certain special purpose entities, had an aggregate of $7.1 billion of rental car asset-backed financing outstanding. Although we recently completed the refinancing of our International Fleet Debt Facilities, Belgian Fleet Financing Facility and the France and Netherlands portions of our International ABS Fleet Financing Facility, we expect that we will need to continue to periodically access asset-backed financing in the future. If we are unable to secure asset-backed financing when needed on favorable terms, or at all, our cost of financing could increase significantly and have a material adverse effect on our liquidity, interest costs, financial condition and results of operations.

Substantially all of our consolidated assets have been pledged to secure certain of our outstanding indebtedness.

As of June 30, 2010, substantially all of our consolidated assets, including our car and equipment rental fleets, have been pledged for the benefit of the lenders under our Senior Credit Facilities or are subject to securitization facilities in connection with our U.S. Fleet Debt and International ABS Fleet Financing Facility and our other fleet debt facilities. Additionally, the Euro Notes and European Credit Facility are secured by liens on certain non-U.S. assets. As a result, the lenders under these facilities would have a prior claim on such assets in the event of our bankruptcy, insolvency, liquidation or reorganization, and we may not have sufficient funds to pay all of our creditors. Moreover, holders of our unsecured indebtedness may receive less, ratably, than the holders of our senior debt, and may not be fully paid, or may not be paid at all, even when other creditors receive full payment for their claims. In that event,

81

ITEM 1A.    RISK FACTORS (Continued)

holders of our equity securities would not be entitled to receive any of our assets or the proceeds therefrom. See "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing" included in our Annual Report. As discussed below, the pledge of these assets and other restrictive covenants in our debt agreements may limit our flexibility in raising capital for other purposes. Because substantially all of our assets are pledged under these financing arrangements, our ability to incur additional secured indebtedness or to sell or dispose of assets to raise capital may be impaired, which could have an adverse effect on our financial flexibility and force us to attempt to incur additional unsecured indebtedness, which may not be available to us.

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

Certain of our credit facilities, including our Senior Credit Facilities and the indentures governing our 8.875% senior notes due 2014, the "Senior Dollar Notes," our 10.5% senior subordinated notes due 2016, or the "Senior Subordinated Notes" and our Euro-denominated 7.875% senior notes due 2014, the "Senior Euro Notes," and, together with the Senior Dollar Notes, the "Senior Notes," contain covenants that, among other things, restrict Hertz's and its subsidiaries' ability to:

•

dispose of assets;



•

incur additional indebtedness;



•

incur guarantee obligations;



•

prepay other indebtedness or amend other debt instruments;



•

pay dividends;



•

create liens on assets;



•

enter into sale and leaseback transactions;



•

make investments, loans, advances or capital expenditures;



•

make acquisitions;



•

engage in mergers or consolidations;



•

change the business conducted by us; and



•

engage in certain transactions with affiliates.

In addition, under our Senior Credit Facilities, we are required to comply with financial covenants. If we fail to maintain a specified minimum level of borrowing capacity under our senior secured asset based loan facility, or the "Senior ABL Facility," we will then be subject to financial covenants under that facility, including covenants that will obligate us to maintain a specified debt to Corporate EBITDA leverage ratio and a specified Corporate EBITDA to fixed charges coverage ratio. The financial covenants in our senior secured term loan facility, or the "Senior Term Facility," include obligations to maintain a specified debt to Corporate EBITDA leverage ratio and a specified Corporate EBITDA to interest expense coverage ratio for specified periods. "EBITDA" means consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation and amortization and "Corporate EBITDA" means "EBITDA" as that term is defined under Hertz's Senior Credit Facilities, which is generally consolidated net income before net interest expense (other than interest expense relating to certain car rental fleet financing), consolidated income taxes, consolidated depreciation (other than depreciation related to the car rental fleet) and amortization and before certain other items, in each case as more fully

82

ITEM 1A.    RISK FACTORS (Continued)

described in the agreements governing Hertz's Senior Credit Facilities. Our ability to comply with these covenants in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to other risks identified in our Annual Report. The breach of any of these covenants or restrictions could result in a default under either our Senior Credit Facilities or the indentures governing the Senior Notes and the Senior Subordinated Notes. In any such case, we may be unable to make borrowings under the Senior Credit Facilities and may not be able to repay the amounts due under the Senior Credit Facilities and the Senior Notes and Senior Subordinated Notes. This could have serious consequences to our financial condition and results of operations and could cause us to become bankrupt or insolvent. As of June 30, 2010, we were in compliance with all of these financial covenants.

The Euro Notes and the European Credit Facility contain similar covenants to those outlined above, including certain limitations on the incurrence of indebtedness and certain limitations on payments such as dividends and distributions. These restrictions may limit the availability of funds available to us to help us make payments on our indebtedness.

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

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

The indentures governing our Senior Notes and Senior Subordinated Notes and the Euro Notes and the agreements governing our Senior Credit Facilities, the European Credit Facility and U.S. Fleet Debt facilities contain numerous covenants, and in certain cases require us to meet certain financial ratios and tests which utilize Corporate EBITDA. In addition, under the agreements governing certain segments of our U.S. Fleet Debt we are required to have a financial guarantee from a third-party insurance company. Our failure to comply with the obligations contained in one of these agreements or other instruments governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt becoming immediately due and payable and could further result in a cross default or cross acceleration of our debt issued under other instruments. In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell our assets and otherwise curtail our operations in order to pay our creditors. Such alternative measures could have a material adverse effect on our business, financial condition and results of operations.

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

A significant portion of our outstanding debt, including borrowings under the Senior Credit Facilities, the International ABS Fleet Financing Facility, the European Credit Facility and certain of our other outstanding debt securities, bear interest at variable rates. As a result, an increase in interest rates, whether because of an increase in market interest rates or an increase in our own cost of borrowing,

83

ITEM 1A.    RISK FACTORS (Continued)

would increase the cost of servicing our debt and could adversely affect our liquidity and results of operations. For a discussion of how we manage our exposure to changes in interest rates through the use of interest rate swap agreements on certain portions of our outstanding debt, see "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Risks—Interest Rate Risk" included in our Annual Report.

Risks Relating to Our Common Stock

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

The operations of Hertz Holdings are conducted almost entirely through its subsidiaries and its ability to generate cash to meet its debt service obligations, including debt service obligations in connection with its Convertible Senior Notes, or to pay dividends on its common stock, is highly dependent on the earnings and the receipt of funds from its subsidiaries via dividends or intercompany loans. However, none of the subsidiaries of Hertz Holdings are obligated to make funds available to Hertz Holdings for the payment of dividends. In addition, payments of dividends and interest among the companies in our group may be subject to withholding taxes. The terms of the indentures governing our Senior Notes and Senior Subordinated Notes and the agreements governing our senior credit facilities and fleet debt facilities also significantly restrict the ability of Hertz and its subsidiaries to pay dividends or otherwise transfer assets to Hertz Holdings. Furthermore, the subsidiaries of Hertz are permitted under the terms of our Senior Credit Facilities and other indebtedness to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by Hertz and its subsidiaries to Hertz Holdings, and these facilities do not restrict the ability of Hertz Holdings to incur additional debt. See "—Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial flexibility" in this Annual Report. In addition, Delaware law may impose requirements that may restrict Hertz's ability to make funds available to Hertz Holdings, and Hertz Holdings ability to make funds available to its common stock holders.

Our share price may decline if our Sponsors sell a large number of shares or if we issue a large number of new shares.

There were 411,949,818 shares of our common stock outstanding as of June 30, 2010. A majority of these outstanding shares are held by our Sponsors and are restricted securities within the meaning of Rule 144 under the Securities Act, and are not currently freely tradable, but they are eligible for resale subject to applicable volume, manner of sale, holding period and other limitations of Rule 144 or pursuant to an exemption from registration under Rule 701 under the Securities Act. In addition, the Sponsors have the right under certain circumstances to require that we register their shares, 210 million as of February 23, 2010, for resale. We also have another approximately 22 million shares of common stock available for issuance pursuant to our various equity plans.

Sales of a substantial number of shares of our common stock or other equity-related securities in the public market pursuant to new issuances of common stock, by significant selling stockholders as well as issuances of shares of common stock upon conversion of our Convertible Senior Notes could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. Any such future sales or issuances will dilute the ownership interests of stockholders, and we cannot predict the effect that future sales or issuances of our common stock or other equity-related securities would have on the market price of our common stock or the value of the Convertible Senior Notes, nor can we predict our future needs to fund our operations or balance sheet with future equity issuances. The price of our common stock could be affected by possible sales of our common

84

ITEM 1A.    RISK FACTORS (Continued)

stock by investors who view the Convertible Senior Notes as a more attractive means of equity participation in our company and by hedging or arbitrage trading activity that we expect to develop involving our common stock as a result of the 2009 Offerings. In addition, the existence of the Convertible Senior Notes may encourage short selling by market participants because the conversion of the Convertible Senior Notes could depress the price of our common stock.

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

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

•

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



•

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



•

limitations on the ability of stockholders to remove directors;



•

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



•

prohibition on stockholders from calling special meetings of stockholders;



•

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



•

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

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

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

Risks Related to Acquisition of Dollar Thrifty

If we acquire Dollar Thrifty Automotive Group, or "Dollar Thrifty," in addition to the risks described below, we may be subject to the risks and uncertainties associated with Dollar Thrifty's business. See "Item 1A—Risk Factors" in the Dollar Thrifty Form 10-K for the fiscal year ended December 31, 2009 for a discussion of these risks. This item is not incorporated by reference into this quarterly report on Form 10-Q and you should not consider the contents of this item to be a part of this quarterly report on Form 10-Q.

85

ITEM 1A.    RISK FACTORS (Continued)

If we are unable to complete our contemplated acquisition of Dollar Thrifty Automotive Group, our expected financial results could be adversely affected.

On April 25, 2010, we entered into a definitive merger agreement under which we agreed to acquire Dollar Thrifty, in a cash and stock transaction valued on that date at $41.00 per share, or a total of $1.27 billion. Consummation of the merger is subject to customary conditions to closing, including the receipt of required regulatory approvals and the approval of Dollar Thrifty's shareholders. If any condition to the merger is not satisfied or waived, the merger will not be completed. We and Dollar Thrifty also may terminate the merger agreement under certain circumstances. Avis Budget Group, Inc., or "Avis," has submitted an offer to Dollar Thrifty, proposing to acquire Dollar Thrifty for $46.50 per share in a combination of cash and Avis stock. Any or all of the preceding could jeopardize our ability to consummate the merger on the already negotiated terms. To the extent the transaction is not completed for any reason, we would have devoted substantial resources and management attention to the transaction without realizing the accompanying benefits expected by our management, and our stock price, financial condition and results of operations may be adversely affected.

Even if the Dollar Thrifty acquisition is consummated, we may fail to realize all of the anticipated benefits of the acquisition.

We agreed to acquire Dollar Thrifty because we believe that the merger will be beneficial to us and our stockholders. To realize these anticipated benefits, after the completion of the merger, we expect to achieve significant cost savings as we integrate our respective businesses. However, there is no assurance that if the Dollar Thrifty acquisition is consummated, we will be able to integrate the operations of Dollar Thrifty without encountering unexpected difficulties, including unanticipated costs, difficulty in retaining customers, challenges associated with information technology integration, and failure to retain key employees. We may also incur substantial delays or costs in connection with the completion of the acquisition, including with respect to any legal proceedings instituted against us or Dollar Thrifty as a result of the acquisition. Multiple class action lawsuits have been filed seeking to block consummation of the merger. Additionally, as a condition to their approval of the merger, regulatory agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the combined company's business. Any or all of the preceding could jeopardize our ability to obtain the anticipated benefits of the merger, which could have a material adverse effect on our stock price, financial condition and results of operations.

Our failure or inability to replenish our liquidity before the closing of the Dollar Thrifty merger may require us to make significant operational changes to our business, which could adversely affect our financial performance.

The merger is not conditioned on receipt of financing by us; however, we will seek to replenish our liquidity prior to the closing of the merger. While we are currently exploring alternatives with respect to debt offerings and other financings, there can be no assurance that we will be able to raise this financing on acceptable terms or at all prior to the merger. If we are unable prior to the merger to generate additional liquidity on acceptable terms or at all, such inability may trigger provisions in our credit facilities that would have a negative impact on our operational and financial flexibility and we may be required to make significant operational changes to our business (including, without limitation, reducing the size of our rental fleet, reducing the percentage of our car rental fleet subject to repurchase or guaranteed depreciation programs or reducing or delaying capital expenditures), which could adversely affect our financial performance.

86

ITEM 6.    EXHIBITS

(a)

Exhibits:

Exhibit Number	Description
4.9.34	Amended and Restated Series 2009-2 Supplement, dated as of June 18, 2010, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between Hertz Vehicle Financing LLC., as Issuer, and The Bank of New York Mellon Trust Company, N.A. as Trustee
4.9.35	Series 2010-1 Supplement, dated as of July 22, 2010, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between Hertz Vehicle Financing LLC., as Issuer, and The Bank of New York Mellon Trust Company, N.A. as Trustee
10.5	Form of Director Indemnification Agreement (restated form used for agreements entered into after April 2009)
15	Letter from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated August 6, 2010, relating to Financial Information
31.1–31.2	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32.1–32.2	18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

Note:

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

*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

87

SIGNATURE

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

Date: August 6, 2010	HERTZ GLOBAL HOLDINGS, INC. (Registrant)
	By:	/s/ ELYSE DOUGLAS
		Elyse Douglas
		Executive Vice President and Chief Financial Officer (principal financial officer and duly authorized officer)

88

EXHIBIT INDEX

Exhibit Number	Description
4.9.34	Amended and Restated Series 2009-2 Supplement, dated as of June 18, 2010, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between Hertz Vehicle Financing LLC., as Issuer, and The Bank of New York Mellon Trust Company, N.A. as Trustee
4.9.35	Series 2010-1 Supplement, dated as of July 22, 2010, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between Hertz Vehicle Financing LLC., as Issuer, and The Bank of New York Mellon Trust Company, N.A. as Trustee
10.5	Form of Director Indemnification Agreement (restated form used for agreements entered into after April 2009)
15	Letter from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated August 6, 2010, relating to Financial Information
31.1–31.2	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32.1–32.2	18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

Note:

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

*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

89

EX-4.9.34

EXHIBIT 4.9.34

HERTZ VEHICLE FINANCING LLC,

as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(formerly known as The Bank of New York Trust Company, N.A.),

as Trustee and Securities Intermediary

AMENDED AND RESTATED SERIES 2009-2 SUPPLEMENT

dated as of June 18, 2010

to

THIRD AMENDED AND RESTATED

BASE INDENTURE

dated as of September 18, 2009

$ 500,000,000 Series 2009-2 4.26% Rental Car Asset Backed Notes, Class A-1

$ 700,000,000 Series 2009-2 5.29% Rental Car Asset Backed Notes, Class A-2

$76,800,000 Series 2009-2 4.94% Rental Car Asset Backed Notes, Class B-1

$107,500,000 Series 2009-2 5.93% Rental Car Asset Backed Notes, Class B-2

Three-Year Notes and Five-Year Notes

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	2
ARTICLE II	SERIES 2009-2 ALLOCATIONS	49
Section 2.1.	Series 2009-2 Series Accounts	49
Section 2.2.	Allocations with Respect to the Series 2009-2 Notes	51
Section 2.3.	Application of Interest Collections	56
Section 2.4.	Payment of Note Interest	61
Section 2.5.	Payment of Note Principal	62
Section 2.6.	The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	77
Section 2.7.	Class A Reserve Account	78
Section 2.8.	Class A Letters of Credit and Class A Cash Collateral Accounts	79
Section 2.9.	Series 2009-2 Distribution Account	80
Section 2.10.	Trustee as Securities Intermediary	81
Section 2.11.	[Reserved]	87
Section 2.12.	Series 2009-2 Demand Note Constitutes Additional Collateral for Series 2009-2 Notes	87
Section 2.13.	Class B Reserve Account	87
Section 2.14.	Class B Letters of Credit and Class B Cash Collateral Account	89
Section 2.15.	Subordination of Class B Notes	93
ARTICLE III	AMORTIZATION EVENTS	94
ARTICLE IV	RESERVED	96
ARTICLE V	FORM OF SERIES 2009-2 NOTES	96
Section 5.1.	Issuance of Class A Notes	96
Section 5.2.	Restricted Global Notes	96
Section 5.3.	Regulation S Global Notes and Unrestricted Global Notes	97
Section 5.4.	Transfer Restrictions	98
Section 5.5.	Definitive Notes	103
ARTICLE VI	GENERAL	103

i

TABLE OF CONTENTS

(continued)

		Page
Section 6.1.	Optional Redemption of Series 2009-2 Notes	103
Section 6.2.	Information	103
Section 6.3.	Exhibits	106
Section 6.4.	Ratification of Base Indenture	107
Section 6.5.	Notice to Rating Agencies	107
Section 6.6.	[Reserved]	107
Section 6.7.	Third Party Beneficiary	107
Section 6.8.	[Reserved]	107
Section 6.9.	[Reserved]	107
Section 6.10.	Counterparts	107
Section 6.11.	Governing Law	108
Section 6.12.	Amendments	108
Section 6.13.	Termination of Series Supplement	108
Section 6.14.	Discharge of Indenture	108
Section 6.15.	[Reserved]	109
Section 6.16.	[Reserved]	109
Section 6.17.	[Reserved]	109
Section 6.18.	Issuances of Class B Notes	109
Section 6.19.	Noteholder Consents	111
Section 6.20.	Confidential Information	112
Section 6.21.	Trustee Has No Duty to Monitor Manufacturer Ratings	113

ii

TABLE OF CONTENTS

(continued)

		Page
EXHIBITS
Exhibit A-1-1:	Form of Restricted Global Class A-1 Note
Exhibit A-1-2:	Form of Regulation S Global Class A-1 Note
Exhibit A-1-3:	Form of Unrestricted Global Class A-1 Note
Exhibit A-2-1:	Form of Restricted Global Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Class A-2 Note
Exhibit A-3-1:	Form of Restricted Global Class B-1 Note
Exhibit A-3-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-3-3:	Form of Unrestricted Global Class B-1 Note
Exhibit A-4-1:	Form of Restricted Global Class B-2 Note
Exhibit A-4-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-4-3:	Form of Unrestricted Global Class B-2 Note
Exhibit B-1:	Form of Class A Letter of Credit
Exhibit B-2:	Form of Class B Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1:	Form of Class A Letter of Credit Reduction Notice
Exhibit D-2:	Form of Class B Letter of Credit Reduction Notice
Exhibit E:	Reserved
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2009-2 Demand Note
Exhibit I:	Form of Demand Notice
Exhibit J:	Form of Supplemental Indenture to Base Indenture
Exhibit K:	Form of Amendment to Collateral Agency Agreement
Exhibit L:	Form of Amendment to HGI Purchase Agreement
Exhibit M:	Form of Amendment to HVF Lease

iii

AMENDED AND RESTATED SERIES 2009-2 SUPPLEMENT dated as of June 18, 2010 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York 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 Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

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

WHEREAS, HVF and the Trustee entered into the Series 2009-2 Supplement, dated as of October 23, 2009 (the “Prior Series 2009-2 Supplement”);

WHEREAS, on October 23, 2009, HVF issued its Series 2009-2 4.26% Rental Car Asset Backed Notes, Class A-1 and its Series 2009-2 5.29% Rental Car Asset Backed Notes, Class A-2 under the Prior Series 2009-2 Supplement;

WHEREAS, Section 6.18 of the Prior Series 2009-2 Supplement permits HVF to issue Class B Notes and to make certain amendments to the Prior Series 2009-2 Supplement in connection with such issuance, subject, in each case, to certain conditions set forth therein;

WHEREAS, HVF desires to issue Class B Notes on the Series 2009-2 Class B Notes Closing Date; and

WHEREAS, HVF and the Trustee, in connection with the issuance of the Class B Notes and in accordance with Section 6.18 of the Prior Series 2009-2 Supplement, desire to amend and restate the Prior Series 2009-2 Supplement on the Series 2009-2 Class B Notes Closing Date in its entirety as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There was created a Series of Notes issued pursuant to the Base Indenture and the Prior Series 2009-2 Supplement and such Series of Notes was designated as Series 2009-2 Rental Car Asset Backed Notes.  On the Series 2009-2 Class A Notes

Closing Date, two classes of Series 2009-2 Notes were issued: the first of which was designated as the Series 2009-2 4.26% Rental Car Asset Backed Notes, Class A-1, and referred to herein as the Class A-1 Notes, and the second of which was designated as the Series 2009-2 5.29% Rental Car Asset Backed Notes, Class A-2, and referred to herein as the Class A-2 Notes. On the Series 2009-2 Class B Notes Closing Date, two additional classes of Series 2009-2 Notes shall be issued: the first of which shall be designated as the Series 2009-2 4.94% Rental Car Asset Backed Notes, Class B-1, and referred to herein as the Class B-1 Notes and the second of which shall be designated as the Series 2009-2 5.93% Rental Car Asset Backed Notes, Class B-2, and referred to herein as the Class B-2 Notes.  The Class A-1 Notes and the Class A-2 Notes are referred to herein collectively as the “Class A Notes”. The Class B-1 Notes and the Class B-2 Notes are referred to herein collectively as the “Class B Notes”.

The Class A Notes together with the Class B Notes are referred to herein collectively as the Series 2009-2 Notes.  The Series 2009-2 Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Class A Notes were deposited in the Series 2009-2 Excess Collection Account on the Series 2009-2 Class A Notes Closing Date and applied in accordance with the Prior Series 2009-2 Supplement. The net proceeds from the sale of the Class B Notes shall be deposited in the Series 2009-2 Excess Collection Account on the Series 2009-2 Class B Notes Closing Date and applied in accordance with this Series Supplement.

ARTICLE I

DEFINITIONS

(a)           All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture.  Any capitalized term defined herein which also has a meaning assigned to it in the Definitions List to the Base Indenture shall have the meaning given to such term herein.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2009-2 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2009-2 Supplement” shall mean the Base Indenture, as supplemented hereby.

(b)           The following words and phrases shall have the following meanings with respect to the Series 2009-2 Notes (whether such words and phrases are used in this Series Supplement, the Base Indenture or any Related Document) and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

2

“Adjusted Aggregate Asset Amount” means, as of any date of determination, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Collection Account and available for reduction of the Series 2009-2 Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Excess Collection Account, in each case as of such date.

“Aggregate BMW/Lexus/Mercedes/Audi Amount” means, as of any date of determination, the sum of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount, in each case as of such date.

“Aggregate Kia/Subaru/Hyundai Amount” means, as of any date of determination, the sum of the Kia Amount, the Subaru Amount and the Hyundai Amount, in each case as of such date.

“Applicable Procedures” has the meaning specified in Section 5.1 of this Series Supplement.

“Audi Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Audi as of such date.

“Bankrupt Manufacturer” means, as of any day, each Manufacturer for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Bankrupt Manufacturer Vehicle Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Eligible Program Vehicle Amounts and the Manufacturer Non-Eligible Vehicle Amounts for all Bankrupt Manufacturers as of such date.

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“BMW Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to BMW as of such date.

“BNY” means The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, and its successors and assigns.

3

“Capped Category 2 Manufacturer Program Vehicle Percentage” means, as of any date of determination, the lesser of (i) the Category 2 Manufacturer Program Vehicle Percentage as of such date and (ii) 10%.

“Category 1 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided, that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require the exclusion of such Manufacturer from this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa2” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

“Category 1 Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 1 Manufacturers as of such date.

“Category 1 Manufacturer Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 1 Manufacturer Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 1 Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Non-Eligible Program Vehicle Amounts for all Category 1 Manufacturers as of such date.

“Category 1 Manufacturer Non-Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 1 Manufacturer Non-Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 2 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term unsecured debt rating of at least “Baa3” from Moody’s, but which does not have a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided that if

4

an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) (x) a Manufacturer is downgraded by Moody’s to a rating that would require inclusion of such Manufacturer in this definition and (y) prior to such downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa2” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee notifies the Servicer of such downgrade or (b) (x) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require the exclusion of such Manufacturer from this definition and (y) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 2 Manufacturer, then such Manufacturer shall be deemed to be rated “Baa3” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

“Category 2 Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 2 Manufacturers as of such date.

“Category 2 Manufacturer Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 2 Manufacturer Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 2 Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Non-Eligible Program Vehicle Amounts for all Category 2 Manufacturers as of such date.

“Category 2 Manufacturer Non-Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 2 Manufacturer Non-Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 2 Manufacturer Program Vehicle Percentage” means, as of any date of determination, the sum of (i) the Category 2 Manufacturer Eligible Program Vehicle Percentage as of such date and (ii) the Category 2 Manufacturer Non-Eligible Program Vehicle Percentage as of such date.

5

“Category 3 Manufacturer” means, as of any date of determination, each Eligible Manufacturer that as of such date (i) is not a Bankrupt Manufacturer and (ii) does not have a long-term unsecured debt rating of at least “Baa3” from Moody’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require inclusion of such Manufacturer in this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer or a Category 2 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa3” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

“Chrysler Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Chrysler as of such date.

“Class” means a class of the Series 2009-2 Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes or the Class B-2 Notes.

“Class A Adjusted Enhancement Amount” means, as of any date of determination, the Class A Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit.

“Class A Adjusted Liquidity Amount” means, the Class A Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit.

6

“Class A Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class A Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Excess Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.2(f) of this Series Supplement) and (2) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Collection Account and available for reduction of the Class A Principal Amount, in each case as of such date.

“Class A Asset Amount” means, as of any date of determination, the product of (i) the Class A Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.

“Class A Asset Percentage” means, as of any date of determination, a fraction, the numerator of which shall be equal to the Class A Required Asset Amount, determined during the Series 2009-2 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month in which the Series 2009-2 Class A Notes Closing Date occurs, on the Series 2009-2 Class A Notes Closing Date), or, during the Series 2009-2 Controlled Amortization Period and the Series 2009-2 Rapid Amortization Period, as of the end of the Series 2009-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month in which the Series 2009-2 Class A Notes Closing Date occurs, as of the Series 2009-2 Class A Notes Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount.

“Class A Available Cash Collateral Account Amount” means, as of any date of determination, with respect to each Class A Cash Collateral Account, the amount on deposit in such Class A Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class A Reserve Account.

“Class A Cash Collateral Account” has the meaning specified in Section 2.8(f) of this Series Supplement.

“Class A Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of this Series Supplement.

“Class A Cash Collateral Account Interest and Earnings” means, with respect to a Class A Cash Collateral Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class A Cash Collateral Account.

“Class A Cash Collateral Account Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the

7

aggregate Class A Available Cash Collateral Account Amount for all Class A Cash Collateral Accounts as of such date and the denominator of which is the Class A Letter of Credit Liquidity Amount as of such date.

“Class A Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the aggregate Class A Available Cash Collateral Account Amount for all Class A Cash Collateral Accounts on such Payment Date and (b) the least of (i) the excess, if any, of the Class A Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date) over the Class A Required Enhancement Amount in each case on such Payment Date, (ii) the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount in each case on such Payment Date and (iii) the excess, if any, of the Class B Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class B Reserve Account on such Payment Date) over the Class B Required Enhancement Amount in each case on such Payment Date.

“Class A Certificate of Credit Demand” means a certificate in the form of Annex A to a Class A Letter of Credit.

“Class A Certificate of Termination Demand” means a certificate in the form of Annex C to a Class A Letter of Credit.

“Class A Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class A Letter of Credit.

“Class A Controlled Distribution Amount” means a Class A-1 Controlled Distribution Amount or a Class A-2 Controlled Distribution Amount, as the context may require.

“Class A Deficiency Amount” means a Class A-1 Deficiency Amount or a Class A-2 Deficiency Amount, as the context may require.

“Class A Disbursement” shall mean any Class A LOC Credit Disbursement, any Class A LOC Termination Disbursement or any Class A LOC Unpaid Demand Note Disbursement under the Class A Letters of Credit or any combination thereof, as the context may require.

“Class A Downgrade Event” has the meaning specified in Section 2.8(c) of this Series Supplement.

“Class A Eligible Letter of Credit Provider” means a person having, at the time of the issuance of the related Class A Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “P-1” from Moody’s.

8

“Class A Enhancement Amount” means, as of any date of determination, the sum of (i) the Class A Overcollateralization Amount as of such date, (ii) the Class A Letter of Credit Amount as of such date and (iii) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Enhancement Deficiency” means, on any day, the amount, if any, by which the Class A Adjusted Enhancement Amount as of such day is less than the Class A Required Enhancement Amount as of such day.

“Class A Global Note” means a Class A Note that is a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Class A Highest Enhancement Percentage” means, as of any date of determination, the sum of (a) 0% and (b) the Class A Intermediate Enhancement Percentage as of such date.

“Class A Highest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Non-Program Vehicle Percentage as of such date and (b) the Bankrupt Manufacturer Vehicle Percentage as of such date.

“Class A Initial Purchasers” means Barclays Capital Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Calyon Securities (USA) Inc., and RBS Securities Inc., each as an initial purchaser under the Class A Purchase Agreement.

“Class A Intermediate Enhancement Percentage” means, as of any date of determination, the sum of (a) 55% and (b) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2009-2 Class A Notes Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2009-2 Class A Notes Closing Date).

“Class A Intermediate Enhancement Vehicle Percentage” means, as of any date of determination, the excess of (i) 100% over (ii) the sum of (x) the Class A Lowest Enhancement Vehicle Percentage as of such date plus (y) the Class A Highest Enhancement Vehicle Percentage as of such date.

“Class A Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-1 to this Series Supplement, issued by a Class A Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2009-2 Noteholders; provided that any Class A Letter of Credit issued after the Series 2009-2 Class A Notes Closing Date that is not in a form substantially similar to a Class A

9

Letter of Credit in effect on the Series 2009-2 Class A Notes Closing Date shall be subject to satisfaction of the Series 2009-2 Rating Agency Condition.

“Class A Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under all Class A Letters of Credit, as specified therein, and (ii) if any Class A Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the aggregate Class A Available Cash Collateral Account Amount for all such Class A Cash Collateral Accounts on such date and (b) the outstanding principal amount of the Series 2009-2 Demand Note on such date.

“Class A Letter of Credit Expiration Date” means, with respect to any Class A Letter of Credit, the expiration date set forth in such Class A Letter of Credit, as such date may be extended in accordance with the terms of such Class A Letter of Credit.

“Class A Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Letter of Credit, as specified therein, and (b) if any Class A Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the aggregate Class A Available Cash Collateral Account Amount for all such Class A Cash Collateral Accounts on such date.

“Class A Letter of Credit Provider” means the issuer of a Class A Letter of Credit.

“Class A Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class A Letter of Credit Provider for draws under its Class A Letter of Credit, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class A Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Letter of Credit Liquidity Amount on such date and (b) the Class A Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class A Liquidity Deficiency” means, as of any date of determination, the amount, if any, by which the Class A Adjusted Liquidity Amount is less than the Class A Required Liquidity Amount as of such date.

 “Class A LOC Credit Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Credit Demand.

 “Class A LOC Termination Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Termination Demand.

10

“Class A LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Unpaid Demand Note Demand.

 “Class A Lowest Enhancement Percentage” means, with respect to any date of determination, 25%.

 “Class A Lowest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Category 1 Manufacturer Eligible Program Vehicle Percentage as of such date plus (b) the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage as of such date plus (c) the Capped Category 2 Manufacturer Program Vehicle Percentage as of such date.

“Class A Monthly Interest” means, with respect to any Series 2009-2 Interest Period, the sum of the Class A-1 Monthly Interest and the Class A-2 Monthly Interest for such Series 2009-2 Interest Period.

“Class A Noteholders” means, collectively, the Class A-1 Noteholders and the Class A-2 Noteholders.

“Class A Note Owner” means, with respect to any Class A Note that is a Class A Global Note, any Person who is a beneficial owner of an interest in such Class A 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).

“Class A Note Rate” means the Class A-1 Note Rate or the Class A-2 Note Rate, as the context may require.

“Class A Notes” has the meaning set forth in the preamble.

“Class A Notice of Reduction” means a notice in the form of Annex E to a Class A Letter of Credit.

“Class A Overcollateralization Amount” means, as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class A Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Class A Asset Amount over the Class A Adjusted Principal Amount as of such date.

“Class A Principal Amount” means, as of any date of determination, the sum of the Class A-1 Principal Amount and the Class A-2 Principal Amount, in each case as of such date.

“Class A Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related

11

Month or, during the Series 2009-2 Rapid Amortization Period, the related Series 2009-2 Rapid Amortization Principal Collection Period) over (b) the Class A Asset Amount on such date; provided, however, that the Class A Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month or, during the Series 2009-2 Rapid Amortization Period, the related Series 2009-2 Rapid Amortization Principal Collection Period) over (y) the sum of (1) the Class A Asset Amount on such date and (2) the lesser of (a) the Class A Liquidity Amount on such date and (b) the Class A Required Liquidity Amount on such date.

“Class A Pro Rata Share” means, with respect to any Class A 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 Letter of Credit Provider’s Class A Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Class A Letters of Credit, as of such date; provided, that if such Class A Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Class A Letter of Credit made prior to such date, the available amount under such Class A Letter of Credit Provider’s Class A 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 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Class A Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Class A Letter of Credit).

 “Class A Purchase Agreement” means that certain purchase agreement, dated October 16, 2009 among HVF, Hertz and Barclays Capital Inc. and Banc of America Securities LLC, as representatives of the several Class A Initial Purchasers.

“Class A Required Asset Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class A Required Overcollateralization Amount, in each case as of such date.

“Class A Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount, in each case, as of such date.

“Class A Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of (x) the Class A Required Enhancement Percentage as of such date and (y) the Class A Adjusted Principal Amount as of such date

12

and (ii) the Class A Required Incremental Enhancement Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2009-2 Limited Liquidation Event of Default, the Class A Required Enhancement Amount shall equal the lesser of (x) the Class A Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class A Required Enhancement Percentage as of such date of determination and the Class A Adjusted Principal Amount as of the date of the occurrence of such Series 2009-2 Limited Liquidation Event of Default and (2) the Class A Required Incremental Enhancement Amount as of such date of determination.

“Class A Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Class A Lowest Enhancement Percentage as of such date times (B) the Class A Lowest Enhancement Vehicle Percentage as of such date and (ii) the product of (A) the Class A Intermediate Enhancement Percentage as of such date times (B) the Class A Intermediate Enhancement Vehicle Percentage as of such date and (iii) the product of (A) the Class A Highest Enhancement Percentage as of such date times (B) the Class A Highest Enhancement Vehicle Percentage as of such date.

“Class A Required Incremental Enhancement Amount” means

(i)            as of the Series 2009-2 Class A Notes Closing Date, $0; and

(ii)           as of any date thereafter on which the Class A Adjusted Principal Amount is greater than zero, the product of (A) the Class A Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2009-2 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2009-2 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2009-2 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2009-2 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2009-2 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2009-2 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2009-2 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2009-2 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Suzuki Amount over

13

the Series 2009-2 Maximum Suzuki Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Volvo Amount over the Series 2009-2 Maximum Volvo Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2009-2 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2009-2 Maximum Manufacturer Non-Eligible Vehicle Amount for such Manufacturer as of such immediately preceding Business Day, (13) the excess, if any of the Audi Amount over the Series 2009-2 Maximum Audi Amount as of such immediately preceding Business Day, (14) the excess, if any of the BMW Amount over the Series 2009-2 Maximum BMW Amount as of such immediately preceding Business Day, (15) the excess, if any of the Ford Amount over the Series 2009-2 Maximum Ford Amount as of such immediately preceding Business Day, (16) the excess, if any of the Honda Amount over the Series 2009-2 Maximum Honda Amount as of such immediately preceding Business Day (17) the excess, if any of the Lexus Amount over the Series 2009-2 Maximum Lexus Amount as of such immediately preceding Business Day, (18) the excess, if any of the GM Amount over the Series 2009-2 Maximum GM Amount as of such immediately preceding Business Day, (19) the excess, if any of the Mercedes Amount over the Series 2009-2 Maximum Mercedes Amount as of such immediately preceding Business Day, (20) the excess, if any of the Chrysler Amount over the Series 2009-2 Maximum Chrysler Amount as of such immediately preceding Business Day (21) the excess, if any of the Nissan Amount over the Series 2009-2 Maximum Nissan Amount as of such immediately preceding Business Day, (22) the excess, if any of the Toyota Amount over the Series 2009-2 Maximum Toyota Amount as of such immediately preceding Business Day, (23) the excess, if any of the Volkswagen Amount over the Series 2009-2 Maximum Volkswagen Amount as of such immediately preceding Business Day, (24) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2009-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day, (25) the excess, if any of the Aggregate Kia/Subaru/Hyundai Amount over the Series 2009-2 Maximum Aggregate Kia/Subaru/Hyundai Amount as of such immediately preceding Business Day, and (26) the excess, if any of the HVF Service Vehicle Amount over the Series 2009-2 Maximum HVF Service Vehicle Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo and Mazda shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2009-2 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo and Mazda is an affiliate of Ford.

14

 “Class A Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) (x) for any date of determination on or prior to the December 2012 Payment Date, 3.00% and (y) for any date of determination thereafter, 3.25% and (ii) the Class A Adjusted Principal Amount as of such date.

“Class A Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class A Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), and (ii) the Class A Letter of Credit Amount as of such date.

“Class A Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greatest of (a) the excess, if any, of the Class A Required Liquidity Amount over the Class A Letter of Credit Liquidity Amount, in each case as of such date, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit will not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (b) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount (excluding therefrom the Class A Available Reserve Account Amount), in each case, as of such date and (c) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, in each case, as of such date.

“Class A Reserve Account” has the meaning specified in Section 2.7(a) of this Series Supplement.

“Class A Reserve Account Collateral” has the meaning specified in Section 2.7(d) of this Series Supplement.

“Class A Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class A Required Reserve Account Amount, in each case as of such date.

“Class A Total Monthly Interest” means, for each Payment Date the sum of (A) the Class A-1 Monthly Interest with respect to the related Series 2009-2 Interest Period, (B) the Class A-2 Monthly Interest with respect to the related Series 2009-2 Interest Period, and (C) an amount equal to the aggregate amount of any unpaid Class A Deficiency Amounts after giving effect to all payments made on the preceding Payment

15

Date (together with any accrued interest on such Class A Deficiency Amounts at the applicable Class A Note Rate).

“Class A-1 Carryover Controlled Amortization Amount” means, with respect to the Class A-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-1 Controlled Distribution Amount was less than the Class A-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class A-1 Carryover Controlled Amortization Amount will be zero.

“Class A-1 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Three-Year Notes Controlled Amortization Period, $83,333,333.33 and (ii) for the last Related Month during the Three-Year Notes Controlled Amortization Period, $83,333,333.35.

“Class A-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-1 Controlled Amortization Amount for such Related Month and any Class A-1 Carryover Controlled Amortization Amount for such Related Month.

“Class A-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-1 Initial Principal Amount” means the aggregate initial principal amount of the Class A-1 Notes, which is $500,000,000.

“Class A-1 Monthly Interest” means, (a) with respect to the initial Series 2009-2 Interest Period following the Series 2009-2 Class A Notes Closing Date, an amount equal to the product of (i) the Class A-1 Note Rate, (ii) the Class A-1 Initial Principal Amount and (iii) 32/360 and (b) with respect to each Series 2009-2 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class A-1 Note Rate and (ii) the Class A-1 Principal Amount on the first day of such Series 2009-2 Interest Period, after giving effect to any principal payments made on such date.

“Class A-1 Note Rate” means 4.26% per annum.

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Notes” means any one of the Series 2009-2 4.26% Rental Car Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit A-1-2 or Exhibit A-1-3 to this Series Supplement.

16

“Class A-1 Principal Amount” means when used with respect to any date, an amount equal to (a) the Class A-1 Initial Principal Amount minus (b) the amount of principal payments made to the Class A-1 Noteholders on or prior to such date minus (c) the principal amount of any Class A-1 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class A-1 Note was issued on or prior to such date.

“Class A-2 Carryover Controlled Amortization Amount” means, with respect to the Class A-2 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-2 Controlled Distribution Amount was less than the Class A-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class A-2 Carryover Controlled Amortization Amount will be zero.

“Class A-2 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Five-Year Notes Controlled Amortization Period, $116,666,666.66 and (ii) for the last Related Month during the Five-Year Notes Controlled Amortization Period, $116,666,666.70.

“Class A-2 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-2 Controlled Amortization Amount for such Related Month and any Class A-2 Carryover Controlled Amortization Amount for such Related Month.

“Class A-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-2 Initial Principal Amount” means the aggregate initial principal amount of the Class A-2 Notes, which is $700,000,000.

“Class A-2 Monthly Interest” means, (a) with respect to the initial Series 2009-2 Interest Period following the Series 2009-2 Class A Notes Closing Date, an amount equal to the product of (i) the Class A-2 Note Rate, (ii) the Class A-2 Initial Principal Amount and (iii) 32/360 and (b) with respect to each Series 2009-2 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class A-2 Note Rate and (ii) the Class A-2 Principal Amount on the first day of such Series 2009-2 Interest Period, after giving effect to any principal payments made on such date.

“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.

“Class A-2 Note Rate” means 5.29% per annum.

17

“Class A-2 Notes” means any one of the Series 2009-2 5.29% Rental Car Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3 to this Series Supplement.

“Class A-2 Principal Amount” means when used with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b) the amount of principal payments made to the Class A-2 Noteholders on or prior to such date minus (c) the principal amount of any Class A-2 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class A-2 Note was issued on or prior to such date.

“Class B Adjusted Enhancement Amount” means the Class B Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Series 2009-2 Letter of Credit if at the time of such calculation (A) such Series 2009-2 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2009-2 Letter of Credit Provider of such Series 2009-2 Letter of Credit, (C) such Series 2009-2 Letter of Credit Provider shall have repudiated such Series 2009-2 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) (x) with respect to any Class A Letter of Credit, the Administrator shall notify the Trustee in writing within one Business Day of becoming aware that the short-term debt credit rating of the Class A Letter of Credit Provider with respect to such Class A Letter of Credit has fallen below “P-1” as determined by Moody’s or the long-term debt credit rating of such Class A Letter of Credit Provider has fallen below “A1” as determined by Moody’s and such rating shall not have been upgraded for at least 30 days and (y) with respect to any Class B Letter of Credit,(1) a Class B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit.

“Class B Adjusted Liquidity Amount” means, the Class B Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit, (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit.

“Class B Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class B Principal Amount as of such date

(1)  These ratings should correspond with those in Section 2.14(c)

18

over (B) the excess, if any, of (x) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Excess Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.2(f) of this Series Supplement) and (2) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Collection Account and available for reduction of the Series 2009-2 Principal Amount, in each case, as of such date over (y) the Class A Principal Amount as of such date.

“Class B Asset Amount” means, as of any date of determination, the product of (i) the Class B Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.

“Class B Asset Percentage” means, as of any date of determination, a fraction, the numerator of which shall be equal to the Class B Required Asset Amount, determined during the Series 2009-2 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month in which the Series 2009-2 Class B Notes Closing Date occurs, on the Series 2009-2 Class B Notes Closing Date), or, during the Series 2009-2 Controlled Amortization Period and the Series 2009-2 Rapid Amortization Period, as of the end of the Series 2009-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month in which the Series 2009-2 Class B Notes Closing Date occurs, as of the Series 2009-2 Class B Notes Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount.

“Class B Available Cash Collateral Account Amount” means, as of any date of determination, with respect to each Class B Cash Collateral Account, the amount on deposit in such Class B Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class B Reserve Account.

“Class B Cash Collateral Account” has the meaning specified in Section 2.14(f) of this Series Supplement.

“Class B Cash Collateral Account Collateral” has the meaning specified in Section 2.14(a) of this Series Supplement.

“Class B Cash Collateral Account Interest and Earnings” means, with respect to a Class B Cash Collateral Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class B Cash Collateral Account.

“Class B Cash Collateral Account Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Class B Available Cash Collateral Account Amount for all Class B Cash

19

Collateral Accounts as of such date and the denominator of which is the Class B Letter of Credit Liquidity Amount as of such date.

“Class B Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the aggregate Class B Available Cash Collateral Account Amount for all Class B Cash Collateral Accounts on such Payment Date and (b) the lesser of (i) the excess, if any, of the Class B Adjusted Enhancement Amount (after giving effect to any withdrawals from the Class A Reserve Account and the Class B Reserve Account and any draws under the Class A Letters of Credit (or any withdrawals from a Class A Cash Collateral Account, if any) and under the Class B Letters of Credit, in each case, on such Payment Date) over the Class B Required Enhancement Amount, in each case on such Payment Date and (ii) the excess, if any, of the Class B Adjusted Liquidity Amount (after giving effect to any withdrawal from the Class B Reserve Account on such Payment Date) over the Class B Required Liquidity Amount on such Payment Date.

“Class B Certificate of Credit Demand” means a certificate in the form of Annex A to a Class B Letter of Credit.

“Class B Certificate of Termination Demand” means a certificate in the form of Annex C to a Class B Letter of Credit.

“Class B Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class B Letter of Credit.

“Class B Deficiency Amount” means a Class B-1 Deficiency Amount or a Class B-2 Deficiency Amount, as the context may require.

“Class B Disbursement” shall mean any Class B LOC Credit Disbursement, any Class B LOC Termination Disbursement or any Class B LOC Unpaid Demand Note Disbursement under the Class B Letters of Credit or any combination thereof, as the context may require.

“Class B Downgrade Event” has the meaning specified in Section 2.14(c) of this Series Supplement.

“Class B Eligible Letter of Credit Provider” means a person having, at the time of the issuance of the related Class B Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “P-1” from Moody’s.

“Class B Enhancement Amount” means, as of any date of determination, the sum of (i) the Class B Overcollateralization Amount as of such date, (ii) the Class B Letter of Credit Amount as of such date, (iii) the Class A Letter of Credit Amount as of such date, (iv) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such

20

date) and (v) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Enhancement Deficiency” means, on any day, the amount, if any, by which the Class B Adjusted Enhancement Amount as of such day is less than the Class B Required Enhancement Amount as of such day.

“Class B Global Note” means a Class B Note that is a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Class B Highest Enhancement Percentage” means, as of any date of determination, the sum of (a) 0% and (b) the Class B Intermediate Enhancement Percentage as of such day.

“Class B Highest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Non-Program Vehicle Percentage as of such date and (b) the Bankrupt Manufacturer Vehicle Percentage as of such date.

“Class B Initial Purchasers” means Barclays Capital Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., and Natixis Securities North America Inc., each as an initial purchaser under the Class B Purchase Agreement.

“Class B Intermediate Enhancement Percentage” means, as of any date of determination, the sum of (a) 34% and (b) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2009-2 Class A Notes Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2009-2 Class A Notes Closing Date).

“Class B Intermediate Enhancement Vehicle Percentage” means, as of any date of determination, the excess of (i) 100% over (ii) the sum of (x) the Class B Lowest Enhancement Vehicle Percentage as of such date plus (y) the Class B Highest Enhancement Vehicle Percentage as of such date.

“Class B Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2 to this Series Supplement, issued by a Class B Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Class B Noteholders; provided that any Class B Letter of Credit issued after the Series 2009-2 Class B Notes Closing Date that is not in a form substantially similar to a Class B Letter of Credit in effect on the Series 2009-2 Class B Notes Closing Date shall be subject to satisfaction of the Series 2009-2 Rating Agency Condition.

21

“Class B Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class B Letters of Credit, as specified therein, and (ii) if any Class B Cash Collateral Account has been established and funded pursuant to Section 2.14(f) of this Series Supplement, the aggregate Class B Available Cash Collateral Account Amount for all such Class B Cash Collateral Accounts on such date and (b) the excess of (x) the outstanding principal amount of the Series 2009-2 Demand Note on such date over (y) the Class A Letter of Credit Amount.

“Class B Letter of Credit Expiration Date” means, with respect to any Class B Letter of Credit, the expiration date set forth in such Class B Letter of Credit, as such date may be extended in accordance with the terms of such Class B Letter of Credit.

“Class B Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Letter of Credit, as specified therein, and (b) if any Class B Cash Collateral Account has been established and funded pursuant to Section 2.14(f) of this Series Supplement, the aggregate Class B Available Cash Collateral Account Amount for all such Class B Cash Collateral Accounts on such date.

“Class B Letter of Credit Provider” means the issuer of a Class B Letter of Credit.

“Class B Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class B Letter of Credit Provider for draws under its Class B Letter of Credit as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class B Liquidity Amount” means, as of any date of determination, the sum of (a) the Class B Letter of Credit Liquidity Amount on such date and (b) the Class B Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class B Liquidity Deficiency” means, as of any date of determination, the amount, if any, by which the Class B Adjusted Liquidity Amount is less than the Class B Required Liquidity Amount as of such date.

“Class B LOC Credit Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Credit Demand.

“Class B LOC Termination Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Termination Demand.

“Class B LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Unpaid Demand Note Demand.

22

“Class B Lowest Enhancement Percentage” means, as of any date of determination, 25%.

“Class B Lowest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Category 1 Manufacturer Eligible Program Vehicle Percentage as of such date plus (b) the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage as of such date plus (c) the Capped Category 2  Manufacturer Program Vehicle Percentage as of such date.

“Class B Monthly Interest” means, with respect to any Series 2009-2 Interest Period, the sum of the Class B-1 Monthly Interest and the Class B-2 Monthly Interest for such Series 2009-2 Interest Period.

“Class B Notes” has the meaning set forth in the preamble.

“Class B Note Owner” means, with respect to any Class B Note that is a Class B Global Note, any Person who is a beneficial owner of an interest in such Class B 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).

“Class B Noteholders” means, collectively, the Class B-1 Noteholders and the Class B-2 Noteholders.

“Class B Notice of Reduction” means a notice in the form of Annex E to a Class B Letter of Credit.

“Class B Overcollateralization Amount” means, as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class B Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Class B Asset Amount over the Series 2009-2 Adjusted Principal Amount, in each case, as of such date.

“Class B Principal Amount” means, as of any date of determination, the sum of the Class B-1 Principal Amount and the Class B-2 Principal Amount, in each case as of such date.

“Class B Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class B Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month or, during the Series 2009-2 Rapid Amortization Period, the related Series 2009-2 Rapid Amortization Principal Collection Period) over (b) the Class B Asset Amount on such date; provided, however, that the Class B Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have

23

resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Class B Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month or, during the Series 2009-2 Rapid Amortization Period, the related Series 2009-2 Rapid Amortization Principal Collection Period) over (y) the sum of (1) the Class B Asset Amount on such date and (2) the lesser of (a) the Class B Liquidity Amount on such date and (b) the Class B Required Liquidity Amount on such date.

“Class B Pro Rata Share” means, with respect to any Class B Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Class B Letter of Credit Provider’s Class B Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Class B Letters of Credit, as of such date; provided, that if such Class B Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Class B Letter of Credit made prior to such date, the available amount under such Class B Letter of Credit Provider’s Class B 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 B Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Class B Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Class B Letter of Credit).

“Class B Purchase Agreement” means that certain purchase agreement, dated June 10, 2010 among HVF, Hertz and Barclays Capital Inc. and Banc of America Securities LLC, as representatives of the several Class B Initial Purchasers.

“Class B Required Asset Amount” means, as of any date of determination, the sum of the Series 2009-2 Adjusted Principal Amount and the Class B Required Overcollateralization Amount, in each case as of such date.

“Class B Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount, in each case, as of such date.

“Class B Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of (x) the Class B Required Enhancement Percentage as of such date and (y) the Series 2009-2 Adjusted Principal Amount as of such date and (ii) the Class B Required Incremental Enhancement Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2009-2 Limited Liquidation Event of Default, the Class B Required Enhancement Amount shall equal the lesser of (x) the Series 2009-2 Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class B Required Enhancement Percentage as of such date of determination and the Series 2009-2 Adjusted Principal

24

Amount as of the date of the occurrence of such Series 2009-2 Limited Liquidation Event of Default and (2) the Class B Required Incremental Enhancement Amount as of such date of determination.

“Class B Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Class B Lowest Enhancement Percentage as of such date times (B) the Class B Lowest Enhancement Vehicle Percentage as of such date and (ii) the product of (A) the Class B Intermediate Enhancement Percentage as of such date times (B) the Class B Intermediate Enhancement Vehicle Percentage as of such date and (iii) the product of (A) the Class B Highest Enhancement Percentage as of such date times (B) the Class B Highest Enhancement Vehicle Percentage as of such date.

“Class B Required Incremental Enhancement Amount” means

(i)            as of the Series 2009-2 Class B Notes Closing Date, $0; and

(ii)           as of any date thereafter on which the Class B Adjusted Principal Amount is greater than zero, the product of (A) the Class B Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2009-2 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2009-2 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2009-2 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2009-2 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2009-2 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2009-2 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2009-2 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2009-2 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Suzuki Amount over the Series 2009-2 Maximum Suzuki Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Volvo Amount over the Series 2009-2 Maximum Volvo Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2009-2 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any

25

Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2009-2 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (13) the excess, if any of the Audi Amount over the Series 2009-2 Maximum Audi Amount as of such immediately preceding Business Day, (14) the excess, if any of the BMW Amount over the Series 2009-2 Maximum BMW Amount as of such immediately preceding Business Day, (15) the excess, if any of the Ford Amount over the Series 2009-2 Maximum Ford Amount as of such immediately preceding Business Day, (16) the excess, if any of the Honda Amount over the Series 2009-2 Maximum Honda Amount as of such immediately preceding Business Day, (17) the excess, if any of the Lexus Amount over the Series 2009-2 Maximum Lexus Amount as of such immediately preceding Business Day, (18) the excess, if any of the GM Amount over the Series 2009-2 Maximum GM Amount as of such immediately preceding Business Day, (19) the excess, if any of the Mercedes Amount over the Series 2009-2 Maximum Mercedes Amount as of such immediately preceding Business Day, (20) the excess, if any of the Chrysler Amount over the Series 2009-2 Maximum Chrysler Amount as of such immediately preceding Business Day (21) the excess, if any of the Nissan Amount over the Series 2009-2 Maximum Nissan Amount as of such immediately preceding Business Day, (22) the excess, if any of the Toyota Amount over the Series 2009-2 Maximum Toyota Amount as of such immediately preceding Business Day, (23) the excess, if any of the Volkswagen Amount over the Series 2009-2 Maximum Volkswagen Amount as of such immediately preceding Business Day, (24) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2009-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day, (25) the excess, if any of the Aggregate Kia/Subaru/Hyundai Amount over the Series 2009-2 Maximum Aggregate Kia/Subaru/Hyundai Amount as of such immediately preceding Business Day, and (26) the excess, if any of the HVF Service Vehicle Amount over the Series 2009-2 Maximum HVF Service Vehicle Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo and Mazda shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2009-2 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo and Mazda is an affiliate of Ford.

“Class B Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) (x) for any date of determination on or prior to the December 2012 Payment Date, 3.25% and (y) for any date of determination thereafter, 3.50% and (ii) the Class B Adjusted Principal Amount as of such date.

26

“Class B Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class B Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iii) the Class A Letter of Credit Amount as of such date and (iv) the Class B Letter of Credit Amount as of such date.

“Class B Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greater of (a) the excess, if any, of the Class B Required Liquidity Amount over the Class B Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit will not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit, (C) such Class B Letter of Credit Provider will have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit, and (b) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount (excluding therefrom the Class B Available Reserve Account Amount), in each case, as of such date.

“Class B Reserve Account” has the meaning specified in Section 2.13(a) of this Series Supplement.

“Class B Reserve Account Collateral” has the meaning specified in Section 2.13(d) of this Series Supplement.

“Class B Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class B Required Reserve Account Amount, in each case as of such date.

“Class B Total Monthly Interest” means, for each Payment Date the sum of (A) the Class B-1 Monthly Interest with respect to the related Series 2009-2 Interest Period, (B) the Class B-2 Monthly Interest with respect to the related Series 2009-2 Interest Period, and (C) an amount equal to the aggregate amount of any unpaid Class B Deficiency Amounts after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts at the Class B-1 Note Rate or Class B-2 Note Rate, as applicable).

“Class B-1 Carryover Controlled Amortization Amount” means, with respect to the Class B-1 Notes for any Related Month during the Three-Year Notes

27

Controlled Amortization Period, the lesser of (x) the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount and the Class B-1 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-1 Controlled Distribution Amount and the Class B-1 Controlled Distribution Amount for the previous Related Month and (y) the Class B-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class B-1 Carryover Controlled Amortization Amount will be zero.

“Class B-1 Controlled Amortization Amount” means $12,800,000.00.

“Class B-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-1 Controlled Amortization Amount for such Related Month and any Class B-1 Carryover Controlled Amortization Amount for such Related Month.

“Class B-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-1 Initial Principal Amount” means the aggregate initial principal amount of the Class B-1 Notes, which is $76,800,000.

“Class B-1 Monthly Interest” means, (a) with respect to the initial Series 2009-2 Interest Period following the Series 2009-2 Class B Notes Closing Date, an amount equal to the product of (i) the Class B-1 Note Rate, (ii) the Class B-1 Initial Principal Amount and (iii) 37/360 and (b) with respect to each Series 2009-2 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class B-1 Note Rate and (ii) the Class B-1 Principal Amount on the first day of such Series 2009-2 Interest Period, after giving effect to any principal payments made on such date.

“Class B-1 Noteholder” means the Person in whose name a Class B-1 Note is registered in the Note Register.

“Class B-1 Note Rate” means 4.94% per annum.

“Class B-1 Notes” means any one of the Series 2009-2 4.94% Rental Car Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2 or Exhibit A-3-3 to this Series Supplement.

“Class B-1 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-1 Initial Principal Amount minus (b) the amount of principal payments made to Class B-1 Noteholders on or prior to such date minus (c) the principal amount of any Class B-1 Notes that have been delivered to the Trustee for

28

cancellation pursuant to the Base Indenture and for which no replacement Class B-1 Note was issued on or prior to such date.

“Class B-2 Carryover Controlled Amortization Amount” means, with respect to the Class B-2 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the lesser of (x) the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-2 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-2 Controlled Distribution Amount for the previous Related Month and the Class B-2 Controlled Distribution Amount for the previous Related Month and (y) the Class B-2 Controlled Distribution Amount for the pervious Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class B-2 Carryover Controlled Amortization Amount will be zero.

“Class B-2 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Five-Year Notes Controlled Amortization Period, $17,916,666.66 and (ii) for the last Related Month during the Five-Year Notes Controlled Amortization Period, $17,916,666.70.

“Class B-2 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-2 Controlled Amortization Amount for such Related Month and any Class B-2 Carryover Controlled Amortization Amount for such Related Month.

“Class B-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-2 Initial Principal Amount” means the aggregate initial principal amount of the Class B-2 Notes, which is $107,500,000.

“Class B-2 Monthly Interest” means, (a) with respect to the initial Series 2009-2 Interest Period following the Series 2009-2 Class B Notes Closing Date, an amount equal to the product of (i) the Class B-2 Note Rate, (ii) the Class B-2 Initial Principal Amount and (iii) 37/360 and (b) with respect to each Series 2009-2 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class B-2 Note Rate and (ii) the Class B-2 Principal Amount on the first day of such Series 2009-2 Interest Period, after giving effect to any principal payments made on such date.

“Class B-2 Noteholder” means the Person in whose name a Class B-2 Note is registered in the Note Register.

“Class B-2 Note Rate” means 5.93% per annum.

29

“Class B-2 Notes” means any one of the Series 2009-2 5.93% Rental Car Asset Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2 or Exhibit A-4-3 to this Series Supplement.

“Class B-2 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-2 Initial Principal Amount minus (b) the amount of principal payments made to Class B-2 Noteholders on or prior to such date minus (c) the principal amount of any Class B-2 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class B-2 Note was issued on or prior to such date.

 “Class Enhancement Deficiency” means a Class A Enhancement Deficiency or a Class B Enhancement Deficiency.

 “Class Liquidity Deficiency” means a Class A Liquidity Deficiency or a Class B Liquidity Deficiency.

“Confirmation Condition” means, with respect to a Manufacturer that is the subject of an Event of Bankruptcy that is a proceeding under Chapter 11 of the Bankruptcy Code to reorganize (the “Proceeding”), a condition that is satisfied upon entry and during the effectiveness of an order by the bankruptcy court having jurisdiction over the Proceeding approving (i) (A) assumption under Section 365 of the Bankruptcy Code by the Manufacturer, or trustee in bankruptcy on its behalf, of its Manufacturer Program (and all related Assignment Agreements), (B) at the time of such assumption, payment of all amounts due and payable by the Manufacturer to HVF or any of its Affiliates under its Manufacturer Program, and (C) all actions and payments necessary to cure all existing defaults by the Manufacturer with respect to HVF or any of its Affiliates under the Manufacturer Program to the date of effectiveness of such order, or (ii) (A) execution, delivery and performance by the Manufacturer of (x) a new post-petition Manufacturer Program under which HVF is an eligible fleet purchaser and having substantially the same terms and covering HVF Vehicles with substantially the same characteristics as the Manufacturer Program in effect on the date the Proceeding was commenced and (y) new Assignment Agreements effecting the assignment of the benefits of such new Manufacturer Program from HVF to the Collateral Agent acknowledged by such Manufacturer, (B) payment of all amounts due and payable by such Manufacturer to HVF or any of its Affiliates under the Manufacturer Program in effect on the date the Proceeding was commenced at the time of the execution and delivery of the new post-petition Manufacturer Program, and (C) all actions and payments necessary to cure all existing defaults by the Manufacturer with respect to HVF or any of its Affiliates under the Manufacturer Program in effect on the date the Proceeding was commenced to the date of effectiveness of such order, and in each case described in clause (i) or (ii) above, the actions and payments in subclauses (B) and (C) of each such clause have been taken or made.

30

“Demand Notice” has the meaning specified in Section 2.5(b)(ii) of this Series Supplement.

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Excluded Redesignated Vehicle” means each HVF Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and

31

from the date such HVF Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such HVF Vehicle.

“Financial Assets” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Five-Year Notes” means collectively, the Class A-2 Notes and the Class B-2 Notes.

“Five-Year Notes Controlled Amortization Period” means the period commencing at the close of business on August 31, 2014 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2009-2 Rapid Amortization Period, and (ii) the date on which the Five-Year Notes are paid in full.

“Five-Year Notes Expected Final Payment Date” means the March 2015 Payment Date.

“Five-Year Notes Legal Final Payment Date” means the March 2016 Payment Date.

“Fleet Equity Amount” has the meaning specified in the Ford Letter of Credit Facility Agreement.

“Fleet Equity Condition” means, as of any date of determination, a condition that is satisfied if the Fleet Equity Amount as of such date equals or exceeds the Required Minimum Fleet Equity Amount as of such date.

“Ford Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Ford as of such date.

“Ford Letter of Credit Facility Agreement” means that certain Letter of Credit Facility Agreement, dated as of December 21, 2005, by and among Hertz, HVF, and Ford, as amended, modified, restated, or supplemented from time to time

“Ford LOC Exposure Amount” has the meaning specified in the Ford Letter of Credit Facility Agreement.

“GM Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to GM as of such date.

“Honda Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Honda as of such date.

32

“HVF Service Vehicle Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to HVF Service Vehicles as of such date.

“HVF Service Vehicles” means, an HVF Vehicle used by Hertz’s employees, or to the extent permitted under the HVF Lease, employees of Hertz Equipment Rental Corporation.

“Hyundai Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Hyundai as of such date.

“Inclusion Date” means, with respect to any HVF Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is 30 days after the earlier of (i) the date such HVF Vehicle became a Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such HVF Vehicle first occurred.

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF.

“Ineligible Receivable Manufacturer” means a Manufacturer that is either a Category 2 Manufacturer, a Category 3 Manufacturer, or a Bankrupt Manufacturer.

“Jaguar Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Jaguar as of such date.

“Kia Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Kia as of such date.

“Land Rover Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Land Rover as of such date.

 “Lexus Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Lexus as of such date.

33

“Lease Payment Deficit Notice” has the meaning specified in Section 2.3(c) of this Series Supplement.

“Legal Final Payment Date” means the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the context may require.

 “Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not

34

otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer under this Series Supplement.

“Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the portion of the Manufacturer Non-Eligible Vehicle Amount for such Manufacturer as of such date allocable to or arising from Non-Eligible Program Vehicles.

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold

35

under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer under this Series Supplement.

“Market Value Average” means, as of any day on or after the third Determination Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the average of the Non-Program Fleet Market Value as of such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of the Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of such preceding Determination Date and the two Determination Dates precedent thereto.

“Mazda Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Mazda as of such date.

“Mercedes Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Mercedes as of such date.

“Mitsubishi Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Mitsubishi as of such date.

 “Monthly Total Principal Allocation” means for any Related Month or Series 2009-2 Rapid Amortization Principal Collection Period, the total of (i) all Series 2009-2 Principal Allocations with respect to such Related Month or Series 2009-2 Rapid Amortization Principal Collection Period, as applicable, plus (ii) any amounts deposited in the Series 2009-2 Collection Account during the Series 2009-2 Controlled Amortization Period after the payment of all required interest payments pursuant to Section 2.3(h)(iv)(B) of this Series Supplement, and minus (iii) any amounts deposited in the Series 2009-2 Accrued Interest Account during the Series 2009-2 Rapid Amortization Period pursuant to Section 2.2(c)(ii) of this Series Supplement.

“New York UCC” has the meaning specified in Section 2.10(a) of this Series Supplement.

“Nissan Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Nissan as of such date.

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of

36

“Aggregate Asset Amount” for such date: (i) the Net Book Value of all HVF Vehicles that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were

37

Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

“Non-Program Vehicle Amount” means, as of any date of determination, an amount equal to the portion of the Non-Eligible Vehicle Amount as of such date allocable to or arising from Non-Program Vehicles.

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or payable in respect of all Non-Program Vehicles (other than any Non-Program Vehicles that are returned to a Manufacturer pursuant to a Manufacturer Program in accordance with Section 2.5(b) of the HVF Lease) that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

“Non-Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Non-Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments

38

on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Outstanding” means with respect to the Series 2009-2 Notes, all Series 2009-2 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2009-2 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2009-2 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2009-2 Distribution Account and are available for payment of such Series 2009-2 Notes, and Series 2009-2 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2009-2 Notes in exchange for or in lieu of other Series 2009-2 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2009-2 Notes are held by a purchaser for value.

“Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“Prior Series 2009-2 Supplement” has the meaning specified in the preamble.

“Proposed Class B Notes” has the meaning specified in Section 6.18(a)(ii) of this Series Supplement.

“Proposed Class B Notes Closing Date” has the meaning specified in Section 6.18(a)(ii) of this Series Supplement.

“QIB” has the meaning specified in Section 5.1 of this Series Supplement.

“Rating Agencies” means, with respect to the Series 2009-2 Notes, Moody’s and any other nationally recognized rating agency rating the Series 2009-2 Notes at the request of HVF.

“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6 thereof; provided that for the avoidance of doubt, if a Redesignated Vehicle is subsequently redesignated as a Program Vehicle pursuant to Section 2.6 of the HVF Lease, such Vehicle shall no longer constitute a Redesignated Vehicle following such subsequent redesignation.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning specified in Section 5.3 of this Series Supplement.

39

“Required Minimum Fleet Equity Amount” has the meaning specified in the Ford Letter of Credit Facility Agreement.

“Required Noteholders” means, Class A Noteholders holding more than 50% of the Class A Principal Amount so long as any Class A Notes are Outstanding, and upon payment in full of the Class A Notes, Class B Noteholders holding more than 50% of the Class B Principal Amount, in each case excluding any Class A Notes or Class B Notes held by HVF or any Affiliate of HVF (other than an Affiliate Issuer so long as such Affiliate Issuer has assigned all voting, consent, and control rights associated with such Class A Notes or Class B Notes to Persons that are not Affiliates of HVF).

“Restricted Global Notes” has the meaning specified in Section 5.2 of this Series Supplement.

“Restricted Notes” means the Restricted Global Notes, and all other Series 2009-2 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Article V of this Series Supplement.

“Restricted Period” means, with respect to any Class A Notes, the period commencing on the Series 2009-2 Class A Notes Closing Date and ending on the 40th day after the Series 2009-2 Class A Notes Closing Date, and with respect to any Class B Notes, the period commencing on the Series 2009-2 Class B Notes Closing Date and ending on the 40th day after the Series 2009-2 Class B Notes Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Senior Credit Facilities” means Hertz’s (a) senior secured asset based revolving loan facility, provided under a credit agreement, dated as of December 21, 2005, among Hertz Equipment Rental Corporation, the Servicer together with certain of Hertz’s Canadian subsidiaries, the several lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Deutsche Bank AG, Canada Branch, as Canadian agent and Canadian collateral agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent (as it may be amended, amended and restated, supplemented or otherwise modified (including as amended by that certain Amendment to Credit Agreement, dated as of June 30, 2006, that certain Second Amendment to Credit Agreement, dated as of February 15, 2007, that certain Third Amendment to Credit Agreement, dated as of May 23, 2007 and that certain Fourth Amendment to Credit Agreement, dated as of September 30, 2007)), (b) senior secured term loan facility, provided under a credit agreement, dated as of December 21, 2005, among Hertz, the several lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent (as it may be amended, amended and restated, supplemented or otherwise modified (including as amended by

40

that certain Amendment to Credit Agreement, dated as of June 30, 2006, that certain Second Amendment to Credit Agreement, dated as of February 9, 2007, that certain Third Amendment to Credit Agreement, dated as of May 23, 2007, and that certain Fourth Amendment to Credit Agreement, dated as of March 31, 2009)), and (c) any successor or replacement credit facility to the senior secured asset based revolving loan facility or senior secured term loan facility described in clauses (a) and (b)).

“Series 2009-2 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2009-2 Notes as of such date and (ii) the product of (A) the Indenture Carrying Charges payable on the next succeeding Payment Date times (B) the Series 2009-2 Percentage as of such date of determination.

“Series 2009-2 Accrued Interest Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2009-2 Adjusted Principal Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class B Adjusted Principal Amount, in each case as of such date.

“Series 2009-2 Asset Amount” means, as of any date of determination, the product of (i) the Series 2009-2 Invested Percentage (with respect to principal) as of such date and (ii) the Aggregate Asset Amount as of such date.

“Series 2009-2 Cash Collateral Accounts” means any Class A Cash Collateral Accounts and any Class B Cash Collateral Accounts.

“Series 2009-2 Class A Notes Closing Date” means October 23, 2009.

“Series 2009-2 Class B Notes Closing Date” means June 18, 2010.

“Series 2009-2 Collateral” means the Collateral, each Class A Letter of Credit, the Series 2009-2 Series Account Collateral, the Class A Cash Collateral Account Collateral, the Series 2009-2 Demand Note, the Series 2009-2 Distribution Account Collateral, and the Class A Reserve Account Collateral.

“Series 2009-2 Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2009-2 Controlled Amortization Period” means the Three-Year Notes Controlled Amortization Period or the Five-Year Notes Controlled Amortization Period, as the context requires.

“Series 2009-2 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

41

“Series 2009-2 Deposit Date” has the meaning specified in Section 2.2 of this Series Supplement.

“Series 2009-2 Deficiency Amount” means, a Class A Deficiency Amount and/or a Class B Deficiency Amount, as the context may require.

“Series 2009-2 Designated Account” has the meaning specified in Section 2.10(a) of this Series Supplement.

“Series 2009-2 Distribution Account” has the meaning specified in Section 2.9(a) of this Series Supplement.

“Series 2009-2 Distribution Account Collateral” has the meaning specified in Section 2.9(d) of this Series Supplement.

“Series 2009-2 Excess Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2009-2 Global Notes” means, collectively, the Class A Global Notes and the Class B Global Notes.

“Series 2009-2 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 2009-2 Interest Period with respect to Class A Notes commenced on and included the Series 2009-2 Class A Notes Closing Date and ended on and included November 24, 2009, and the initial Series 2009-2 Interest Period relating to the Class B Notes shall commence on and include the Series 2009-2 Class B Notes Closing Date and end on and include July 25, 2010.

“Series 2009-2 Invested Percentage” means, on any date of determination:

(a)           when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be equal to the Series 2009-2 Required Asset Amount, determined (x) during the Series 2009-2 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2009-2 Class A Notes Closing Date, on the Series 2009-2 Class A Notes Closing Date), or (y) during the Series 2009-2 Controlled Amortization Period and the Series 2009-2 Rapid Amortization Period as of the last day of the Series 2009-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2009-2 Class A Notes Closing Date, as of the Series 2009-2 Class A Notes Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

42

(b)           when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Series 2009-2 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

“Series 2009-2 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2009-2 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF 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 which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2009-2 Accrued Interest Account from but excluding the preceding Payment Date to and including such Payment Date.

“Series 2009-2 Lease Payment Deficit” means either a Series 2009-2 Lease Interest Payment Deficit or a Series 2009-2 Lease Principal Payment Deficit.

“Series 2009-2 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 2009-2 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2009-2 Distribution Account pursuant to Section 2.5(b)(iv) and Section 2.5(c)(iv) of this Series Supplement on such preceding Payment Date on account of such Series 2009-2 Lease Principal Payment Deficit.

“Series 2009-2 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2009-2 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2009-2 Lease Principal Payment Carryover Deficit for such Payment Date.

“Series 2009-2 Letter of Credit” means a Class A Letter of Credit and/or a Class B Letter of Credit, as the context may require.

“Series 2009-2 Letter of Credit Amount” means, as of any date of determination, the sum of the Class A Letter of Credit Amount and the Class B Letter of Credit Amount, in each case as of such date.

“Series 2009-2 Letter of Credit Provider” means a Class A Letter of Credit Provider and/or a Class B Letter of Credit Provider, as the context may require.

“Series 2009-2 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a) through (g) of Article III of this Series Supplement continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided however,

43

that if (i) within such thirty (30) day period, such Amortization Event with respect to the Series 2009-2 Notes has been cured and (ii) the Trustee has received from the Required Noteholders with respect to the Series 2009-2 Notes a waiver of the occurrence of such Series 2009-2 Limited Liquidation Event of Default, then such event or condition shall no longer constitute a Series 2009-2 Limited Liquidation Event of Default.

“Series 2009-2 Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Liquidity Amount and (b) the Class B Liquidity Amount, in each case on such date.

“Series 2009-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount” means, as of any day, an amount equal to 12% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Aggregate Kia/Subaru/Hyundai Amount” means, as of any day, an amount equal to 35% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Audi Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum BMW Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Chrysler Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Ford Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum GM Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Honda Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum HVF Service Vehicle Amount” means, as of any day, an amount equal to 2% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Kia Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

44

“Series 2009-2 Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Lexus Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, (x) with respect to Toyota, an amount equal to 50% of the Non-Eligible Vehicle Amount and (y) with respect to any other Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

“Series 2009-2 Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Mercedes Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Nissan Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal to 100% of the Adjusted Aggregate Asset Amount.

“Series 2009-2 Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Suzuki Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Toyota Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Volkswagen Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2009-2 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of

45

Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2009-2 Collection Account if all payments required to have been made under the HVF Lease 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 which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2009-2 Collection Account (without giving effect to any amounts deposited into the Series 2009-2 Accrued Interest Account pursuant to either proviso in Section 2.2(c)(ii) of this Series Supplement) from but excluding the preceding Payment Date to and including such Payment Date.

“Series 2009-2 Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate, the Class B-1 Note Rate and/or the Class B-2 Note Rate, as the context may require.

“Series 2009-2 Noteholders” means collectively, the Class A Noteholders and the Class B Noteholders.

“Series 2009-2 Notes” means collectively, the Class A Notes and the Class B Notes.

“Series 2009-2 Note Owner” means any Class A Note Owner or any Class B Note Owner.

“Series 2009-2 Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“Series 2009-2 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2009-2 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

“Series 2009-2 Principal Allocation” has the meaning specified in Section 2.2 (a)(ii) of this Series Supplement.

“Series 2009-2 Principal Amount” means, as of any date of determination, the sum of the Class A Principal Amount and the Class B Principal Amount, in each case, as of such date.

“Series 2009-2 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2009-2 Notes and ending upon the earlier to occur of (i) the date on which the Series 2009-2 Notes are paid in full and (ii) the termination of the Indenture.

46

“Series 2009-2 Rapid Amortization Principal Collection Period” means, with respect to any Payment Date during the Series 2009-2 Rapid Amortization Period, the period from but excluding the Determination Date immediately preceding the prior Payment Date (or, in the case of the first Payment Date during the Series 2009-2 Rapid Amortization Period, the period from and including the date of the commencement of such Series 2009-2 Rapid Amortization Period) to and including the Determination Date immediately preceding such Payment Date; provided that any Monthly Base Rent paid by the Lessee under the HVF Lease on a Payment Date during the Series 2009-2 Rapid Amortization Period shall be deemed to have been received during the Series 2009-2 Rapid Amortization Principal Collection Period with respect to such Payment Date.

“Series 2009-2 Rating Agency Condition” means, with respect to the Series 2009-2 Notes and any action, including the issuance of the Class B Notes or an additional Series of Notes, that each Rating Agency then rating the Series 2009-2 Notes shall have notified HVF and the Trustee in writing that such action will not result in a reduction or withdrawal of its then current ratings of the Series 2009-2  Notes.

“Series 2009-2 Required Asset Amount” means, as of any date of determination, the sum of (i) the Class A Adjusted Principal Amount as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the Class B Adjusted Principal Amount as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2009-2 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2009-2 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Series 2009-2 Required Liquidity Amount” means, as of any date of determination, an amount equal to the sum of (i) the Class A Required Liquidity Amount and (ii) the Class B Required Liquidity Amount, in each case as of such date.

“Series 2009-2 Revolving Period” means the period from and including the Series 2009-2 Class A Notes Closing Date to the earlier of (i) the commencement of the Series 2009-2 Rapid Amortization Period and (ii) the commencement of the Five-Year Notes Controlled Amortization Period; provided that during the Three-Year Notes Controlled Amortization Period the Series 2009-2 Revolving Period shall be suspended.

“Series 2009-2 Series Account Collateral” has the meaning specified in Section 2.1(d) of this Series Supplement.

“Series 2009-2 Series Accounts” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series Supplement” has the meaning set forth in the preamble.

47

“Servicer Event of Default” means the occurrence of an event that results in amounts outstanding under the Servicer’s Senior Credit Facilities becoming immediately due and payable and that has not been waived by the lenders under such facilities.

“Subaru Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Subaru as of such date.

“Suzuki Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Suzuki as of such date.

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, that if the NADA Guide was not published in the Related Month or the NADA Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, further, that if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided, further, that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source selected by the Servicer, subject to satisfaction of the Series 2009-2 Rating Agency Condition, at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such HVF Vehicle and any other factors deemed relevant by the Servicer.

“Three-Year Notes” means collectively, the Class A-1 Notes and the Class B-1 Notes.

“Three-Year Notes Controlled Amortization Period” means the period commencing at the close of business on August 31, 2012 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2009-2 Rapid Amortization Period, and (ii) the date on which the Three-Year Notes are paid in full.

48

“Three-Year Notes Expected Final Payment Date” means the March 2013 Payment Date.

“Three-Year Notes Legal Final Payment Date” means the March 2014 Payment Date.

“Toyota Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Toyota as of such date.

“Unrestricted Global Notes” has the meaning specified in Section 5.4(d) of this Series Supplement.

“Volkswagen Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Volkswagen as of such date.

“Volvo Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Volvo as of such date.

ARTICLE II

SERIES 2009-2 ALLOCATIONS

With respect to the Series 2009-2 Notes only, the following shall apply:

Section 2.1.Series 2009-2 Series Accounts.

(a)Establishment of Series 2009-2 Series Accounts.  HVF has established and maintained, and shall continue to maintain, in the name of the Trustee for the benefit of the Series 2009-2 Noteholders three accounts: the Series 2009-2 Collection Account (such account, the “Series 2009-2 Collection Account”), the Series 2009-2 Accrued Interest Account (such account, the “Series 2009-2 Accrued Interest Account”) and the Series 2009-2 Excess Collection Account (such account, the “Series 2009-2 Excess Collection Account” and, together with the Series 2009-2 Collection Account and the Series 2009-2 Accrued Interest Account, the “Series 2009-2 Series Accounts”).  Each Series 2009-2 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2009-2 Noteholders.  Each Series 2009-2 Series Account shall be an Eligible Deposit Account.  If a Series 2009-2 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2009-2 Series Account is no longer an Eligible Deposit Account, establish a new Series 2009-2 Series Account that is an Eligible Deposit Account.  If a new Series 2009-2 Series Account is established, HVF shall instruct the Trustee in writing to transfer all cash and

49

investments from the non-qualifying Series 2009-2 Series Account into the new Series 2009-2 Series Account.  Initially, each of the Series 2009-2 Series Accounts will be established with BNY.

(b)Administration of the Series 2009-2 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2009-2 Series Accounts to invest funds on deposit in such Series 2009-2 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2009-2 Excess Collection Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2009-2 Excess Collection Account) and (y) any such investment in the Series 2009-2 Collection Account or the Series 2009-2 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2009-2 Collection Account or Series 2009-2 Accrued Interest Account), unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2009-2 Series Accounts shall remain uninvested.

(c)Earnings from Series 2009-2 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2009-2 Series Accounts shall be deemed to be on deposit therein and available for distribution.

(d)Series 2009-2 Series Accounts Constitute Additional Collateral for Series 2009-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2009-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2009-2 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2009-2 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2009-2 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2009-2 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2009-2 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the

50

foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2009-2 Series Account Collateral”).

Section 2.2.Allocations with Respect to the Series 2009-2 Notes.  The net proceeds from the initial sale of the Class A Notes were deposited into the Series 2009-2 Excess Collection Account on the Series 2009-2 Class A Notes Closing Date and were applied pursuant to Section 2.2(f) of this Series Supplement, and the net proceeds from the initial sale of the Class B Notes shall be deposited into the Series 2009-2 Excess Collection Account on the Series 2009-2 Class B Notes Closing Date and shall be applied pursuant to Section 2.2(f) of this Series Supplement.  On each Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2009-2 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2:

(a)Allocations of Collections During the Series 2009-2 Revolving Period.  During the Series 2009-2 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2009-2 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2009-2 Collection Account an amount equal to the Series 2009-2 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and.  All such amounts deposited into the Series 2009-2 Collection Account shall thereafter be deposited into the Series 2009-2 Accrued Interest Account; and

(ii)allocate to and deposit in the Series 2009-2 Excess Collection Account an amount equal to the Series 2009-2 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day (for any such day, the “Series 2009-2 Principal Allocation”).

(b)Allocations of Collections During any Series 2009-2 Controlled Amortization Period.  During any Series 2009-2 Controlled Amortization Period with respect to any Class of Series 2009-2 Notes, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2009-2 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2009-2 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2009-2 Accrued Interest Account; and

(ii)(A) with respect to the Three-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2009-2 Collection

51

Account an amount equal to the Series 2009-2 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2009-2 Collection Account pursuant to Section 2.2(e) and Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-1 Controlled Distribution Amount and the Class B-1 Controlled Distribution Amount, in each case, with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2009-2 Excess Collection Account; and

(B) with respect to the Five-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2009-2 Collection Account an amount equal to the Series 2009-2 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2009-2 Collection Account pursuant to Section 2.2(e) and Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-2 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount, in each case, with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2009-2 Excess Collection Account.

(c)Allocations of Collections During the Series 2009-2 Rapid Amortization Period.  During the Series 2009-2 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2009-2 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2009-2 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2009-2 Accrued Interest Account; and

(ii)allocate to and deposit in the Series 2009-2 Collection Account an amount equal to the Series 2009-2 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2009-2 Notes and other amounts available pursuant to Section 2.3 of this Series Supplement to pay Class A Total Monthly Interest on the next succeeding Payment Date will be less than the Class A Total Monthly Interest for such Payment Date and (B) the Class A Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2009-2 Collection Account a portion of the Principal Collections allocated to the Series 2009-2 Notes during the related

52

Series 2009-2 Rapid Amortization Principal Collection Period equal to the lesser of such insufficiency and the Class A Enhancement Amount and deposit such amount into the Series 2009-2 Accrued Interest Account to be treated as Interest Collections on such Payment Date; provided, further, that if on any Determination Date with respect to a Payment Date on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) (x) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2009-2 Notes and other amounts available pursuant to Section 2.3 of this Series Supplement to pay Class B Total Monthly Interest on the next succeeding Payment Date will be less than the Class B Total Monthly Interest for such Payment Date and (y) the Class B Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2009-2 Collection Account a portion of such Principal Collections allocated to the Series 2009-2 Notes during the related Series 2009-2 Rapid Amortization Payment Period equal to the lesser of such insufficiency and the Class B Enhancement Amount and deposit such amount into the Series 2009-2 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

(d)Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2009-2 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2009-2 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to and deposit in the Series 2009-2 Collection Account an amount equal to the Series 2009-2 Invested Percentage as of the date of the occurrence of such Series 2009-2 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2009-2 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2009-2 Collection Account and apply the Series 2009-2 Past Due Rent Payment in the following order:

(i)if the occurrence of the related Series 2009-2 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Letters of Credit, pay to each Class A Letter of Credit Provider who honored such a Class A LOC Credit Disbursement for application in accordance with the provisions of the applicable Class A Letter of Credit Reimbursement Agreement, an amount equal to the lesser of (x) the unreimbursed amount of such Class A Letter of Credit Provider’s Class A LOC Credit Disbursement and (y) such Class A Letter of Credit Provider’s pro rata share of the amount of the Series 2009-2 Past Due Rent Payment, calculated on the basis of the unreimbursed amount of each such Class A Letter of Credit Provider’s Class A LOC Credit Disbursement;

53

(ii)if the occurrence of such Series 2009-2 Lease Payment Deficit resulted in a withdrawal being made from any Class A Cash Collateral Account, deposit in each such Class A Cash Collateral Account an amount equal to the pro rata portion of the lesser of (x) the amount of the Series 2009-2 Past Due Rent Payment remaining after any payments pursuant to clause (i) above and (y) the amount withdrawn from all such Class A Cash Collateral Accounts on account of such Series 2009-2 Lease Payment Deficit, calculated on the basis of the amounts so withdrawn from such Class A Cash Collateral Accounts;

(iii)if the occurrence of such Series 2009-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement, deposit in the Class A Reserve Account an amount equal to the lesser of (x) the amount of the Series 2009-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of the Class A Required Reserve Account Amount over the Class A Available Reserve Account Amount, in each case on such day;

(iv)if the occurrence of the related Series 2009-2 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Letters of Credit, pay to each Class B Letter of Credit Provider who honored such a Class B LOC Credit Disbursement for application in accordance with the provisions of the applicable Class B Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class B Letter of Credit Provider’s Class B LOC Credit Disbursement and (y) such Class B Letter of Credit Provider’s pro rata share of the amount of the Series 2009-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (iii) above, calculated on the basis of the unreimbursed amount of each Class B Letter of Credit Provider’s Class B LOC Credit Disbursement;

(v)if the occurrence of such Series 2009-2 Lease Payment Deficit resulted in a withdrawal being made from any Class B Cash Collateral Account, deposit in each such Class B Cash Collateral Account an amount equal to the pro rata portion of the lesser of (x) the amount of the Series 2009-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (iv) above and (y) the amount withdrawn from all such Class B Cash Collateral Accounts on account of such Series 2009-2 Lease Payment Deficit, calculated on the basis of the amounts so withdrawn from such Class B Cash Collateral Accounts;

(vi)if the occurrence of such Series 2009-2 Lease Payment Deficit resulted in a withdrawal being made from the Class B Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement, deposit in the Class B Reserve Account an amount equal to the lesser of (x) the amount of the Series 2009-2 Past Due Rent Payment remaining after any payments pursuant to clauses

54

(i) through (v) above and (y) the excess, if any, of the Class B Required Reserve Account Amount over the Class B Available Reserve Account Amount, in each case on such day;

(vii)deposit into the Series 2009-2 Accrued Interest Account the amount, if any, by which the Series 2009-2 Lease Interest Payment Deficit, if any, relating to such Series 2009-2 Lease Payment Deficit exceeds the amount of the Series 2009-2 Past Due Rent Payment applied pursuant to clauses (i) through (vi) above; and

(viii)deposit in the Series 2009-2 Collection Account and treat as Principal Collections the remaining amount of the Series 2009-2 Past Due Rent Payment.

(e)Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2009-2 Notes (i) during the Series 2009-2 Revolving Period shall be deposited into the Series 2009-2 Excess Collection Account and applied in accordance with Section 2.2(f) of this Series Supplement and (ii) during the Series 2009-2 Controlled Amortization Period or the Series 2009-2 Rapid Amortization Period shall be deposited into the Series 2009-2 Collection Account and allocated in accordance with Section 2.2(b) or 2.2(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2009-2 Notes.

(f)Series 2009-2 Excess Collection Account.  Amounts deposited into the Series 2009-2 Excess Collection Account on any Series 2009-2 Deposit Date shall be applied in the following order of priority (i) first, withdrawn and deposited in the Class A Reserve Account in an amount up to the excess, if any, of the Class A Required Reserve Account Amount for such date over the Class A Available Reserve Account Amount for such date, (ii) second, withdrawn and deposited in the Class B Reserve Account in an amount up to the excess, if any, of the Class B Required Reserve Account Amount for such date over the Class B Available Reserve Account Amount for such date, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, used to pay Ford all unpaid Ford Reimbursement Obligations, and (v) fifth, any remaining funds may be released to HVF, provided that (x) the application of such funds pursuant to clauses (ii) through (v) above may only be made if no Class Enhancement Deficiency or other Amortization Event with respect to the Series 2009-2 Notes would result therefrom or exist immediately thereafter and (y) at any time the Ford LOC Exposure Amount is greater than zero, the application of such funds pursuant to clause (v) above may only be made if the Fleet Equity Condition would be satisfied after giving effect to such release.  Notwithstanding the foregoing, on the first day of each Series 2009-2 Controlled Amortization Period and on the first Business Day of each Related Month during each Series 2009-2 Controlled Amortization Period thereafter, or, if earlier, on the first day of the Series 2009-2 Rapid Amortization Period, all funds on deposit in the Series 2009-2

55

Excess Collection Account will be withdrawn from the Series 2009-2 Excess Collection Account and deposited into the Series 2009-2 Collection Account and applied in accordance with Section 2.2(b)(ii) or 2.2(c)(ii), as the case may be, of this Series Supplement.

Section 2.3.Application of Interest Collections.

(a)[Reserved]

(b)Note Interest with respect to the Series 2009-2 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2009-2 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2009-2 Notes processed from but not including the preceding Payment Date through and including the succeeding Payment Date in respect of (i) first, the Class A Monthly Interest for the Series 2009-2 Interest Period ending on the day preceding such succeeding Payment Date, (ii) second, the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts), (iii) third, the Class B Monthly Interest for the Series 2009-2 Interest Period ending on the day preceding such succeeding Payment Date, and (iv) fourth, the unpaid Class B Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts).  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(b) from the Series 2009-2 Accrued Interest Account and deposit such amounts into the Series 2009-2 Distribution Account.

(c)Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2009-2 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

(d)(i)Withdrawals from the Class B Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2009-2 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) through (iv) of Section 2.3(b) of this Series Supplement on such Payment Date, but will be sufficient, together with any amounts anticipated to be withdrawn from the Class A Reserve Account and/or drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) for payment of interest on the Class A Notes, in each case on such Payment Date, to pay the sum of the amounts described in clauses (i) and (ii) of Section 2.3(b) of this Series Supplement on such Payment Date, then the Administrator shall instruct the Trustee in writing to withdraw from the Class B Reserve Account and deposit in the Series 2009-2 Distribution Account on such Payment Date an amount equal to the least of (A) the Class B Available Reserve Account Amount, (B) the sum of the amounts described in

56

clauses (iii) and (iv) of Section 2.3(b) of this Series Supplement, and (C) such insufficiency.  The Trustee shall withdraw such amount from the Class B Reserve Account and deposit such amount in the Series 2009-2 Distribution Account.

(ii)Withdrawals from the Class A Reserve Account.  (A)  If the Administrator determines on any Payment Date that the amounts available from the Series 2009-2 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) and (ii) of Section 2.3(b) of this Series Supplement on such Payment Date, then the Administrator shall instruct the Trustee in writing to withdraw from the Class A Reserve Account and deposit in the Series 2009-2 Distribution Account on such Payment Date an amount equal to the lesser of the Class A Available Reserve Account Amount and such insufficiency.  The Trustee shall withdraw such amount from the Class A Reserve Account and deposit such amount in the Series 2009-2 Distribution Account.

(B) If the Administrator determines on any Payment Date on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) that the amounts available from the Series 2009-2 Accrued Interest Account together with the amount to be withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement, if any, on such Payment Date are insufficient to pay the sum of the amounts described in clauses (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date, then the Administrator shall instruct the Trustee in writing to withdraw from the Class A Reserve Account and deposit in the Series 2009-2 Distribution Account on such Payment Date an amount equal to the lesser of (a) such insufficiency and (b) the Class A Available Reserve Account Amount. The Trustee shall withdraw such amount from the Class A Reserve Account and deposit such amount in the Series 2009-2 Distribution Account.

(e)(i)  Draws on Class B Letters of Credit.  If the Administrator determines on any Payment Date that there exists a Series 2009-2 Lease Interest Payment Deficit, and the amounts available from the Series 2009-2 Accrued Interest Account, together with any amounts anticipated to be withdrawn from the Class A Reserve Account and/or drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) for payment of interest on the Class A Notes, in each case on such Payment Date, will be sufficient to pay the sum of the amounts described in clauses (i) and (ii) of Section 2.3(b) of this Series Supplement on such Payment Date, then the Administrator shall instruct the Trustee in writing to draw on the Class B Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (x) such Series 2009-2 Lease Interest Payment Deficit, (y) the excess, if any, of (A) the lesser of (I) the excess, if any, of the sum of the amounts described in clauses (i) through (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2009-2 Accrued

57

Interest Account on such Payment Date and (II) the sum of the amounts described in clauses (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over (B) the sum of the amount to be withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement, if any, plus the amount to be withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(ii)(B) of this Series Supplement, if any, in each case on such Payment Date, and (z) the Class B Letter of Credit Liquidity Amount on such Payment Date on the Class B Letters of Credit by presenting to each Class B Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2009-2 Distribution Account on such Payment Date; provided, however, that if any Class B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class B Cash Collateral Account and deposit in the Series 2009-2 Distribution Account, an amount equal to the pro rata portion of the lesser of (A) the Class B Cash Collateral Account Percentage on such Payment Date of the least of the amounts described in clauses (x), (y) and (z) above and (B) the aggregate Class B Available Cash Collateral Account Amount for all such Class B Cash Collateral Accounts on such Payment Date, calculated on the basis of the Class B Available Cash Collateral Account Amount for each such Class B Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class B Letters of Credit.

(ii)Draws on Class A Letters of Credit Prior to the Payment in Full of the Class A Notes. If the Administrator determines on any Payment Date that there exists a Series 2009-2 Lease Interest Payment Deficit, then the Administrator shall instruct the Trustee in writing to draw on the Class A Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (x) the excess, if any, of such Series 2009-2 Lease Interest Payment Deficit over the amounts drawn on the Class B Letters of Credit (and/or withdrawn from any Class B Cash Collateral Account) pursuant to Section 2.3(e)(i) above, (y) the excess, if any, of the sum of the amounts described in clauses (i) and (ii) of Section 2.3(b) of this Series Supplement for such Payment Date over the amounts available from the Series 2009-2 Accrued Interest Account plus the amount to be withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement, if any, on such Payment Date and (z) the Class A Letter of Credit Liquidity Amount on such Payment Date on the Class A Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2009-2 Distribution Account on such Payment Date; provided, however that if any Class A Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A Cash Collateral Account and deposit in the Series 2009-2 Distribution Account, an amount equal to the pro rata portion of the lesser of (A) the Class A Cash

58

Collateral Account Percentage on such Payment Date of the least of the amounts described in clauses (x), (y) and (z) above and (B) the aggregate Class A Available Cash Collateral Account Amount for all such Class A Cash Collateral Accounts on such Payment Date, calculated on the basis of the Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class A Letters of Credit.

(iii)Draws on Class A Letters of Credit After the Class A Notes Have Been Paid in Full. If the Administrator determines on any Payment Date on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) that there exists a Series 2009-2 Lease Interest Payment Deficit, then the Administrator shall instruct the Trustee in writing to draw on the Class A Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (x) the excess, if any, of such Series 2009-2 Lease Interest Payment Deficit over the sum of the amounts to be drawn on the Class B Letters of Credit pursuant to Section 2.3(e)(i) above and the amounts, if any, to be drawn on the Class A Letters of Credit pursuant to Section 2.3(e)(ii) above, (y) the excess, if any, of (A) the lesser of (I) the excess, if any, of the sum of the amounts described in clauses (i) through (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2009-2 Accrued Interest Account and (II) the sum of the amounts described in clauses (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over (B) the sum of the amount to be withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement, if any, plus the amount to be withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(ii)(B) of this Series Supplement, if any, plus the amounts to be drawn on the Class B Letters of Credit (and/or withdrawn from any Class B Cash Collateral Accounts) pursuant to Section 2.3(e)(i) of this Series Supplement, in each case on such Payment Date, and (z) the Class A Letter of Credit Liquidity Amount (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts anticipated to be made on the related Payment Date pursuant to Section 2.3(e)(ii) of this Series Supplement) on such Payment Date on the Class A Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2009-2 Distribution Account on such Payment Date; provided, however that if any Class A Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (A) the Class A Cash Collateral Account Percentage on such Payment

59

Date of the least of the amounts described in clauses (x), (y) and (z) above and (B) the aggregate Class A Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A Cash Collateral Account anticipated to be made on the related Payment Date pursuant to Section 2.3(e)(ii) of this Series Supplement) for all such Class A Cash Collateral Accounts on such Payment Date, calculated on the basis of such Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class A Letters of Credit.

(f)[Reserved]

(g)Series 2009-2 Deficiency Amounts.  If the amounts described in Sections 2.3(b), (d), and (e) of this Series Supplement are insufficient to pay (i) the Class A Total Monthly Interest for any Payment Date, then payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency or (ii) the Class B Total Monthly Interest for any Payment Date after payment of Class A Total Monthly Interest for such Payment Date, then payments of interest to the Class B Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class B-1 Deficiency Amount” and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class B-2 Deficiency Amount”.  Interest shall accrue on the Series 2009-2 Deficiency Amount for each Class of Series 2009-2 Notes at the applicable Series 2009-2 Note Rate.

(h)Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay on such Payment Date the balance (after making the payments required in Section 2.4 of this Series Supplement), if any, of the amounts available from the Series 2009-2 Accrued Interest Account as follows:

(i)first, to pay the Administrator, in an amount equal to the Series 2009-2 Percentage as of the beginning of the Series 2009-2 Interest Period ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2009-2 Interest Period;

(ii)second, to pay the Trustee, in an amount equal to the Series 2009-2 Percentage as of the beginning of the Series 2009-2 Interest Period ending on the day preceding such Payment Date of the Trustee’s fees for such Series 2009-2 Interest Period;

60

(iii)third, on a pro rata basis, to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) to the Persons to whom such amounts are owed, in an amount equal to the Series 2009-2 Percentage as of the beginning of the Series 2009-2 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2009-2 Interest Period; and

(iv)fourth, the balance, if any, shall be withdrawn from the Series 2009-2 Accrued Interest Account by the Trustee and (A) during the Series 2009-2 Revolving Period, deposited into the Series 2009-2 Excess Collection Account or (B) during the Series 2009-2 Controlled Amortization Period or the Series 2009-2 Rapid Amortization Period, deposited into the Series 2009-2 Collection Account and treated as Principal Collections.

(i)Trustee Fees.  If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2009-2 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to Section 2.3(h)(ii) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 2.3(h)(iii) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, then the Administrator shall instruct the Trustee in writing to, and the Trustee shall, withdraw from the Class A Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such Payment Date), (B) the excess, if any, of (i) 0.70% of the Series 2009-2 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2009-2 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class A Reserve Account under this Section 2.3(i) in respect of fees and other amounts due and owing to the Trustee and (C) such insufficiency.

Section 2.4.Payment of Note Interest.

On each Payment Date, the Trustee, in accordance with Section 6.1 of the Base Indenture, shall pay to Series 2009-2 Noteholders from the Series 2009-2 Distribution Account the amount deposited in the Series 2009-2 Distribution Account pursuant to Section 2.3 of this Series Supplement the following amounts in the following order of priority.

(i)first, to the Class A Noteholders, pro rata, the Class A Total Monthly Interest for such Payment Date; and

61

(ii)second, to the Class B Noteholders, pro rata, the Class B Total Monthly Interest for such Payment Date.

Section 2.5.Payment of Note Principal.

(a)Monthly Payments During Series 2009-2 Controlled Amortization Period or Series 2009-2 Rapid Amortization Period.  Commencing with (i) the second Determination Date during the Three-Year Notes Controlled Amortization Period, and on each Determination Date thereafter during the Three-Year Notes Controlled Amortization Period, and (ii) the earlier of the second Determination Date during the Five-Year Notes Controlled Amortization Period and the first Determination Date during the Series 2009-2 Rapid Amortization Period, and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to each Class of the Series 2009-2 Notes pursuant to Section 2.2(b)(ii) of this Series Supplement during the Related Month or Section 2.2(c)(ii) of this Series Supplement during the applicable Series 2009-2 Rapid Amortization Principal Collection Period, as the case may be, prior to such date and not previously deposited into the Series 2009-2 Distribution Account for payment to the Series 2009-2 Noteholders of the applicable Class of Series 2009-2 Notes, (w) any amounts to be withdrawn from the Class A Reserve Account and/or the Class B Reserve Account and deposited into the Series 2009-2 Distribution Account, (x) any amounts to be drawn on the Series 2009-2 Letters of Credit (and/or withdrawn from any Series 2009-2 Cash Collateral Account) and (y) the amount of any demand to be made under the Series 2009-2 Demand Note.  The Trustee shall withdraw such amounts allocated pursuant to Section 2.2(b)(ii) and Section 2.2(c)(ii) of this Series Supplement to pay principal of the Series 2009-2 Notes and deposit such amounts into the Series 2009-2 Distribution Account to be paid to the Series 2009-2 Noteholders of the applicable Class of Series 2009-2 Notes pursuant to Section 2.5(e) of this Series Supplement.

(b)Class A Principal Deficit Amount.  If the Class A Principal Deficit Amount is greater than zero on any date, then the Administrator shall promptly provide written notice thereof to the Trustee.  On each Payment Date (other than the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) on which the Class A Principal Deficit Amount is greater than zero and, with respect to Section 2.5(b)(iv) of this Series Supplement, on any Payment Date during the Series 2009-2 Rapid Amortization Period on which a Series 2009-2 Lease Principal Payment Deficit exists, amounts shall be transferred to the Series 2009-2 Distribution Account as follows:

(i)Class A Reserve Account Withdrawal.  If, on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) the Administrator determines that the Class A Principal Deficit Amount with respect to the next succeeding Payment Date will be greater than zero, then the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, to

62

withdraw, and the Trustee shall withdraw, from the Class A Reserve Account an amount equal to the lesser of (x) such Class A Principal Deficit Amount and (y) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account anticipated to be made on such Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement), and deposit such withdrawal in the Series 2009-2 Distribution Account on such Payment Date.

(ii)Demand Note Draw.  If the Administrator determines on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) that the Class A Principal Deficit Amount with respect to the next succeeding Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 2.5(b)(i) of this Series Supplement and the application thereof pursuant to Section 2.5(e) of this Series Supplement on such Payment Date) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator 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 I to this Series Supplement (each a “Demand Notice”) on Hertz for payment under the Series 2009-2 Demand Note in an amount equal to the lesser of (x) the excess of (A) such Class A Principal Deficit Amount over (B) the aggregate amount to be deposited in the Series 2009-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement and (y) the Class A Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e)(ii) and Section 2.3(e)(iii) of this Series Supplement).

The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such 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 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any demand on the Series 2009-2 Demand Note to be deposited into the Series 2009-2 Distribution Account, and such proceeds shall be treated as Principal Collections.

(iii)Class A Letter of Credit Draw.  If (1) the Trustee shall have delivered a Demand Notice as provided in Section 2.5(b)(ii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2009-2 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (2) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the

63

definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, then the Trustee shall draw on the Class A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of (A) the amount that Hertz failed to pay under the Series 2009-2 Demand Note or the amount that the Trustee failed to demand for payment thereunder, as the case may be, pursuant to Section 2.5(b)(ii) of this Series Supplement, and (B) the Class A Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts anticipated to be made on the related Payment Date pursuant to Section 2.3(e)(ii) and Section 2.3(e)(iii) of this Series Supplement), by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand Note Demand; provided, however that if any Class A Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class A Cash Collateral Account Percentage on such Business Day of the lesser of the amounts set forth in clauses (A) and (B) above and (y) the aggregate Class A Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A Cash Collateral Account anticipated to be made on the related Payment Date pursuant to Section 2.3(e)(ii) and Section 2.3(e)(iii) of this Series Supplement) for all Class A Cash Collateral Accounts on such Business Day, calculated on the basis of such Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account as of such Business Day, and draw an amount equal to the remainder of such amount on the Class A Letters of Credit. The Trustee shall deposit, or cause the deposit of, each Class A LOC Unpaid Demand Note Disbursement and the proceeds of any such withdrawal from each Class A Cash Collateral Account into the Series 2009-2 Distribution Account and such amounts shall be treated as Principal Collections.

(iv)Series 2009-2 Lease Principal Payment Deficit.  If the Administrator determines on any Payment Date during the Series 2009-2 Rapid Amortization Period that the Class A Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.5(b)(i) of this Series Supplement, any draws on the Series 2009-2 Demand Note pursuant to Section 2.5(b)(ii) of this Series Supplement, and any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts pursuant to Section 2.5(b)(iii) of this Series Supplement, in each case for such Payment Date and the application thereof pursuant to Section 2.5(e) of this Series Supplement on such Payment Date) will be greater than zero, and there exists a Series 2009-2 Lease Principal Payment Deficit on such Payment Date, then the Administrator shall instruct the Trustee in writing prior to 10:30 a.m. (New York City time) on such Payment Date to draw on the Class A Letters of Credit, if any, in an amount equal to the least of (1) such

64

Series 2009-2 Lease Principal Payment Deficit, (2) the Class A Letter of Credit Liquidity Amount as of such Payment Date (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii) and Section 2.5(b)(iii) of this Series Supplement), and (3) such remaining Class A Principal Deficit Amount.  Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2009-2 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 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2009-2 Distribution Account on such Payment Date; provided, however, that if any Class A Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class A Cash Collateral Account Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the aggregate Class A Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii) and Section 2.5(b)(iii) of this Series Supplement) for all such Class A Cash Collateral Accounts on such Payment Date, calculated on the basis of such Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class A Letters of Credit.

(v)Notwithstanding the foregoing, in the event that the Lessee files a petition for relief under Chapter 11 of the Bankruptcy Code and during the Series 2009-2 Rapid Amortization Period fails to make payments under the HVF Lease in amounts sufficient to pay the interest due on the Class A Notes, the Class A Letters of Credit will only be available to be drawn upon (and amounts on deposit in the Class A Cash Collateral Accounts may only be withdrawn) to pay principal of the Class A Notes on any Payment Date, and the Trustee shall only draw (or withdraw), in an amount equal to the lesser of (i) the amount determined pursuant to Section 2.5(b)(iii) or Section 2.5(b)(iv) of this Series Supplement, as applicable, and (ii) the excess, if any, of (x) the Class A Liquidity Amount (after giving effect to any draws under the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Account on such Payment Date pursuant to Section 2.3(e)(ii) of this Series Supplement and Section 2.5(b)(iii) of this Series Supplement solely in the case of a draw under Section 2.5(b)(iv) of this Series Supplement) as of such Payment Date over (y) the Class A Required Liquidity Amount as of such Payment Date.

65

(c)Class B Principal Deficit Amount.  If the Class B Principal Deficit Amount is greater than zero on any date, then the Administrator shall promptly provide written notice thereof to the Trustee.  On each Payment Date (other than the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) and on which the Class B Principal Deficit Amount is greater than zero and, with respect to Section 2.5(c)(iv) of this Series Supplement, on any Payment Date during the Series 2009-2 Rapid Amortization Period on which a Series 2009-2 Lease Principal Payment Deficit exists, amounts shall be transferred to the Series 2009-2 Distribution Account as follows:

(i)(A)Class A Reserve Account Withdrawal.  If, on any Determination Date relating to a Payment Date on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) the Administrator determines that the Class B Principal Deficit Amount with respect to such Payment Date will be greater than zero, then the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date to withdraw, and the Trustee shall withdraw, from the Class A Reserve Account an amount equal to the lesser of (x) such Class B Principal Deficit Amount and (y) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account anticipated to be made with respect to such Payment Date pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i) of this Series Supplement), and deposit such withdrawal in the Series 2009-2 Distribution Account on such Payment Date.

(B)Class B Reserve Account Withdrawal.    If, on any Determination Date relating to a Payment Date on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) the Administrator determines that the Class B Principal Deficit Amount with respect to such Payment Date will be greater than zero (after giving effect to any withdrawals from the Class A Reserve Account with respect to such Payment Date pursuant to Section 2.5(c)(i)(A) of this Series Supplement and the application thereof pursuant to Section 2.5(e) of this Series Supplement on such Payment Date), then the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date to withdraw, and the Trustee shall withdraw, from the Class B Reserve Account an amount equal to the lesser of (x) the excess, if any, of such Class B Principal Deficit Amount over the

66

amount to be withdrawn from the Class A Reserve Account with respect to such Payment Date pursuant to Section 2.5(c)(i)(A) of this Series Supplement and (y) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account anticipated to be made on such Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement), and deposit such withdrawal in the Series 2009-2 Distribution Account on such Payment Date.

(ii)Demand Note Draw.  If the Administrator determines on any Determination Date relating to a Payment Date on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date) that the Class B Principal Deficit Amount with respect to such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account and the Class B Reserve Account with respect to such Payment Date pursuant to Section 2.5(c)(i) of this Series Supplement and the application thereof pursuant to Section 2.5(e) of this Series Supplement on such Payment Date) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a Demand Notice on Hertz for payment under the Series 2009-2 Demand Note in an amount equal to the lesser of (x) the excess of (A) such Class B Principal Deficit Amount over (B) the aggregate amount to be deposited in the Series 2009-2 Distribution Account in accordance with Section 2.5(c)(i) of this Series Supplement and (y) the sum of the Class A Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts anticipated to be made with respect to such Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iii) and Section 2.5(b)(iv) of this Series Supplement) and the Class B Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class B Letters of Credit and/or withdrawals from any Class B Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e)(i) of this Series Supplement).

The Trustee, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, shall deliver such 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 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any demand on the Series 2009-2 Demand Note to be deposited into the Series 2009-2 Distribution Account, and such proceeds shall be treated as Principal Collections.

67

(iii)Series 2009-2 Letter of Credit Draw.  If (1) the Trustee shall have delivered a Demand Notice as provided in Section 2.5(c)(ii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2009-2 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (2) 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 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, then the Trustee shall draw on:

(I)the Class A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of (A) the amount that Hertz failed to pay under the Series 2009-2 Demand Note or the amount that the Trustee failed to demand for payment thereunder, as the case may be, pursuant to Section 2.5(c)(ii) of this Series Supplement and (B) the Class A Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts anticipated to be made with respect to the related Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iii) or Section 2.5(b)(iv) of this Series Supplement), by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand Note Demand; provided, however that if any Class A Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class A Cash Collateral Account Percentage on such Business Day of the lesser of the amounts set forth in clauses (A) and (B) above and (y) the aggregate Class A Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A Cash Collateral Account anticipated to be made with respect to the related Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iii) and Section 2.5(b)(iv) of this Series Supplement) for all Class A Cash Collateral Accounts on such Business Day, calculated on the basis of such Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account as of such Business Day, and draw an amount equal to the remainder of such amount on the Class A Letters of Credit. The Trustee shall deposit, or cause the deposit of, each Class A LOC Unpaid Demand Note Disbursement and the proceeds of any such withdrawal from each Class A Cash Collateral Account into the Series 2009-2 Distribution Account and such amounts shall be treated as Principal Collections, and

(II) the Class B Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of (A) the excess, if any, of the amount that Hertz failed to pay under the Series 2009-2 Demand Note or the amount that the Trustee failed to demand for payment thereunder, as the case may be, pursuant to Section 2.5(c)(ii) of this Series Supplement over the amount anticipated to be drawn on the Class A Letters of Credit and/or withdrawn from any Class A Cash Collateral Account on the

68

related Payment Date pursuant to Section 2.5(c)(iii)(I) of this Series Supplement and (B) the Class B Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class B Letters of Credit and/or withdrawals from any Class B Cash Collateral Accounts anticipated to be made on the related Payment Date pursuant to Section 2.3(e)(i) of this Series Supplement), by presenting to each Class B Letter of Credit Provider a draft accompanied by a Class B Certificate of Unpaid Demand Note Demand; provided, however, that if any Class B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class B Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class B Cash Collateral Account Percentage on such Business Day of the lesser of the amounts set forth in clauses (A) and (B) above and (y) the aggregate Class B Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class B Cash Collateral Account anticipated to be made on the related Payment Date pursuant to Section 2.3(e)(i) of this Series Supplement) for all Class B Cash Collateral Accounts on such Business Day, calculated on the basis of such Class B Available Cash Collateral Account Amount for each such Class B Cash Collateral Account as of such Business Day, and draw an amount equal to the remainder of such amount on the Class B Letters of Credit. The Trustee shall deposit, or cause the deposit of, each Class B LOC Unpaid Demand Note Disbursement and the proceeds of any such withdrawal from each Class B Cash Collateral Account into the Series 2009-2 Distribution Account and such amounts shall be treated as Principal Collections.

(iv)Series 2009-2 Lease Principal Payment Deficit.  If the Administrator determines on any Payment Date during the Series 2009-2 Rapid Amortization Period on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date) that the Class B Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.5(c)(i)(A) of this Series Supplement and/or the Class B Reserve Account pursuant to Section 2.5(c)(i)(B) of this Series Supplement, any draws on the Series 2009-2 Demand Note pursuant to Section 2.5(c)(ii) of this Series Supplement, and any draws on the Series 2009-2 Letters of Credit and/or withdrawals from any Series 2009-2 Cash Collateral Accounts pursuant to Section 2.5(c)(iii) of this Series Supplement, in each case with respect to such Payment Date and the application thereof pursuant to Section 2.5(e) of this Series Supplement on such Payment Date) will be greater than zero, and the Series 2009-2 Lease Principal Payment Deficit as of such Payment Date exceeds the amount to be drawn on the Class A Letters of Credit and/or withdrawn from any Class A Cash Collateral Account pursuant to Section 2.5(b)(iv) of this Series Supplement on such Payment Date, then the Administrator shall instruct the Trustee in writing prior to 10:30 a.m. (New York City time) on such Payment Date to draw on:

69

(I)the Class A Letters of Credit, if any, in an amount equal to the least of (1) the excess, if any, of the Series 2009-2 Lease Principal Payment Deficit as of such Payment Date over the amount to be drawn on the Class A Letters of Credit and/or withdrawn from any Class A Cash Collateral Account pursuant to Section 2.5(b)(iv) of this Series Supplement on such Payment Date, (2) the Class A Letter of Credit Liquidity Amount as of such Payment Date (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iii), Section 2.5(b)(iv), and Section 2.5(c)(iii)(I) of this Series Supplement), and (3) such remaining Class B Principal Deficit Amount.  Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2009-2 Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date on which the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount to be made on such Payment Date), the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2009-2 Distribution Account on such Payment Date; provided, however, that if any Class A Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class A Cash Collateral Account Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the aggregate Class A Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iii), Section 2.5(b)(iv) and Section 2.5(c)(iii)(I) of this Series Supplement) for all such Class A Cash Collateral Accounts on such Payment Date, calculated on the basis of such Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class A Letters of Credit; and

(II) the Class B Letters of Credit, if any, in an amount equal to the least of (1) the excess of such Series 2009-2 Lease Principal Payment Deficit over the aggregate amount drawn on the Class A Letters of Credit and/or withdrawn from any Class A Cash Collateral Account with respect to such Payment Date pursuant to Section 2.5(b)(iv) and Section 2.5(c)(iv)(I) of this Series Supplement, (2) the Class B Letter of Credit Liquidity Amount as of such Payment Date (after giving effect to any draws on the Class B Letters of Credit and/or withdrawals from any Class B Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e)(i) and Section 2.5(c)(iii)(II) of this Series Supplement), and (3) the excess of such remaining Class B Principal Deficit Amount over the aggregate amount drawn on the Class A Letters of Credit and/or withdrawn from any Class A Cash Collateral Account on such Payment Date pursuant to Section 2.5(c)(iv)(I) of this Series Supplement.  Upon receipt of a notice by the Trustee from the

70

Administrator in respect of a Series 2009-2 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 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the applicable amount set forth above on the Class B Letters of Credit by presenting to each Class B Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2009-2 Distribution Account on such Payment Date; provided, however, that if any Class B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class B Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class B Cash Collateral Account Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the aggregate Class B Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class B Cash Collateral Account anticipated to be made with respect to such Payment Date pursuant to Section 2.3(e)(i) and Section 2.5(c)(iii)(II) of this Series Supplement) for all such Class B Cash Collateral Accounts on such Payment Date, calculated on the basis of such Class B Available Cash Collateral Account Amount for each such Class B Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Class B Letters of Credit.

(v)Notwithstanding the foregoing, in the event that the Lessee files a petition for relief under Chapter 11 of the Bankruptcy Code and during the Series 2009-2 Rapid Amortization Period fails to make payments under the HVF Lease in amounts sufficient to pay the interest due on the Class B Notes the Class B Letters of Credit will only be available to be drawn upon (and amounts on deposit in the Class B Cash Collateral Accounts may only be withdrawn) to pay principal of the Class B Notes on any Payment Date, and the Trustee shall only draw (or withdraw), in an amount equal to the lesser of (i) the amount determined pursuant to Section 2.5(c)(iii)(II) or Section 2.5(c)(iv)(II) of this Series Supplement, as applicable, and (ii) the excess, if any, of (x) the Class B Liquidity Amount (after giving effect to any draws under the Class B Letters of Credit and/or withdrawals from any Class B Cash Collateral Account on such Payment Date pursuant to Section 2.3(e)(i) of this Series Supplement and Section 2.5(c)(iii)(II) of this Series Supplement solely in the case of a draw under Section 2.5(c)(iv)(II) of this Series Supplement) as of such Payment Date over (y) the Class B Required Liquidity Amount as of such Payment Date.

(d)Legal Final Payment Dates.  The Class A-1 Principal Amount and the Class B-1 Principal Amount shall be due and payable on the Three-Year Notes Legal Final Payment Date and the Class A-2 Principal Amount and the Class B-2 Principal Amount shall be due and payable on the Five-Year Notes Legal Final Payment Date.  In connection therewith:

(i)Class A Reserve Account and Class B Reserve Account Withdrawal.  (A) (I)  If on the Three-Year Notes Legal Final Payment Date the amount to be deposited in the Series 2009-2 Distribution Account for the related

71

Series 2009-2 Rapid Amortization Principal Collection Period in accordance with Section 2.5(a)(v) of this Series Supplement together with any amounts to be deposited in the Series 2009-2 Distribution Account in accordance with Section 2.5(b)(iv) of this Series Supplement on such Three-Year Notes Legal Final Payment Date, in each case to pay principal of the Three-Year Notes, will be less than the aggregate Principal Amount of the Class A-1 Notes on the Three-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Class A Reserve Account, an amount equal to the lesser of (i) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement and any draws under the Class A Letters of Credit and/or withdrawals from each Class A Cash Collateral Account pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), and Section 2.5(b)(iv) of this Series Supplement, in each case anticipated to be made on such Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Class A Notes on such Three-Year Notes Legal Final Payment Date), in each case on such Three-Year Notes Legal Final Payment Date and (ii) such insufficiency, and deposit such withdrawn amounts in the Series 2009-2 Distribution Account in connection with the Three-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amount from the Class A Reserve Account and deposit such amount in the Series 2009-2 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.

(II)If on the Three-Year Notes Legal Final Payment Date, the amount to be deposited in the Series 2009-2 Distribution Account for the related Series 2009-2 Rapid Amortization Principal Collection Period in accordance with Section 2.5(a)(v) of this Series Supplement together with any amounts to be deposited in the Series 2009-2 Distribution Account in accordance with Section 2.5(b)(iv), Section 2.5(c)(iv) and Section 2.5(d)(i)(A)(I) of this Series Supplement in connection with such Three-Year Notes Legal Final Payment Date, in each case to pay principal of the Three-Year Notes, will be less than the aggregate Principal Amount of the Three-Year Notes on the Three-Year Notes Legal Final Payment Date and the Class A Notes will no longer be Outstanding on such Three-Year Notes Legal Final Payment Date (after giving effect to all anticipated reductions in the Class A Principal Amount on such Three-Year Notes Legal Final Payment Date), then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (A) the Class A Reserve Account, an amount equal to the lesser of (i) the Class A Available Reserve Account Amount on the Three-Year Notes Legal Final Payment Date (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(d)(i)(A)(I) of this Series 

72

Supplement anticipated to be made on such Three-Year Notes Legal Final Payment Date) and (ii) such insufficiency and deposit such withdrawn amounts in the Series 2009-2 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date and (B) the Class B Reserve Account, an amount equal to the least of (i) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement and any draws under the Class B Letters of Credit and/or withdrawals from each Class B Cash Collateral Account pursuant to Section 2.3(e)(i) and Section 2.5(c)(iv)(II) of this Series Supplement, in each case anticipated to be made on such Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Class B Notes on such Three-Year Notes Legal Final Payment Date), in each case on such Three-Year Notes Legal Final Payment Date, (ii) the Class B Available Reserve Account Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement anticipated to be made on such Three-Year Notes Legal Final Payment Date) and (iii) such insufficiency (after giving effect to any withdrawals from the Class A Reserve Account pursuant to clause (A) above and the application thereof pursuant to Section 2.5(e) of this Series Supplement on the Three-Year Notes Legal Final Payment Date), and deposit such withdrawn amounts in the Series 2009-2 Distribution Account on or prior to the Three-Year Notes Legal Final Payment.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2009-2 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.

(B)  If on the Five-Year Notes Legal Final Payment Date, the amount to be deposited in the Series 2009-2 Distribution Account for the related Series 2009-2 Rapid Amortization Principal Collection Period in accordance with Section 2.5(a)(v) of this Series Supplement together with any amounts to be deposited in the Series 2009-2 Distribution Account in accordance with Section 2.5(b)(iv) and Section 2.5(c)(iv) of this Series Supplement in connection with such Five-Year Notes Legal Final Payment Date, in each case to pay principal of the Five-Year Notes, will be less than the aggregate Principal Amount of the Five-Year Notes on the Five-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (A) the Class A Reserve Account, an amount equal to the lesser of (i) the Class A Available Reserve Account Amount on the Five-Year Notes Legal Final Payment Date (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement anticipated to be made on such Five-Year Notes Legal Final Payment Date) and (ii) such insufficiency, and (B) the Class B Reserve Account, an amount equal to the lesser of (i) the Class B Available Reserve Account Amount on the Five-Year Notes Legal Final Payment

73

Date (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement anticipated to be made on such Five-Year Notes Legal Final Payment Date) and (ii) such insufficiency (after giving effect to any withdrawals from the Class A Reserve Account pursuant to clause (A) above and the application thereof pursuant to Section 2.5(e) of this Series Supplement) and deposit such withdrawn amounts in the Series 2009-2 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2009-2 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.

(ii)Demand Note Draw.  If the amount to be deposited in the Series 2009-2 Distribution Account pursuant to Section 2.5(a)(v) of this Series Supplement together with any amounts to be deposited therein in accordance with Section 2.5(b)(iv), Section 2.5(c)(iv) and Section 2.5(d)(i) of this Series Supplement on any Legal Final Payment Date is less than (x) the aggregate Principal Amount of the Three-Year Notes on the Three-Year Notes Legal Final Payment Date or (y) the aggregate Principal Amount of the Five-Year Notes on the Five-Year Notes Legal Final Payment Date, as applicable, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the applicable related Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a Demand Notice to Hertz for payment under the Series 2009-2 Demand Note in an amount equal to the lesser of (i) such insufficiency and (ii) the Series 2009-2 Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Series 2009-2 Letters of Credit and/or withdrawals from any Series 2009-2 Cash Collateral Account anticipated to be made on such Legal Final Payment Date pursuant to Section 2.3(e), Section 2.5(b)(iv) and Section 2.5(c)(iv) of this Series Supplement).  The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding the applicable Legal Final Payment Date, deliver such 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 thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any demand on the Series 2009-2 Demand Note to be deposited into the Series 2009-2 Distribution Account on or prior to the applicable Legal Final Payment Date, and such proceeds shall be treated as Principal Collections for all purposes hereunder.

(iii)Letter of Credit Draw.  If (1) the Trustee shall have delivered a Demand Notice as provided in Section 2.5(d)(ii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2009-2 Distribution Account the amount specified in such Demand Notice referred to in Section 2.5(d)(ii) of this Series Supplement in whole or in part by

74

12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (2) 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 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw on:

(I)the Class B Letters of Credit, if any, (A) if such draw relates to the Three-Year Notes Legal Final Payment Date and the Class A Notes will no longer be Outstanding on such Three-Year Notes Legal Final Payment Date (after giving effect to all anticipated reductions in the Class A Principal Amount on such Three-Year Notes Legal Final Payment Date), by 12:00 p.m. (New York City time) on such Business Day an amount equal to the lesser of (xx) the amount that Hertz failed to pay under the Series 2009-2 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) and (yy) the amount, if any, by which the Class B Liquidity Amount as of such Business Day (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(d)(i)(II) of this Series Supplement and any draws on the Class B Letters of Credit and/or withdrawals from any Class B Cash Collateral Account pursuant to Section 2.3(e)(i) and Section 2.5(c)(iv)(II) of this Series Supplement, in each case anticipated to be made on the Three-Year Notes Legal Final Payment Date) over the Class B Required Liquidity Amount as of such Business Day, and (B) if such draw relates to the Five-Year Notes Legal Final Payment Date, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the lesser of (xx) the amount that Hertz failed to pay under the Series 2009-2 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) and (yy) the Class B Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class B Letters of Credit and/or withdrawals from any Class B Cash Collateral Account anticipated to be made on the applicable related Legal Final Payment Date pursuant to Section 2.3(e)(i) and Section 2.5(c)(iv)(II) of this Series Supplement), in each case by presenting to each Class B Letter of Credit Provider a draft accompanied by a Series 2009-2 Certificate of Unpaid Demand Note Demand; provided, however, that if any Class B Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class B Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class B Cash Collateral Account Percentage on such Business Day of the lesser of the amounts set forth in clauses (xx) and (yy) of clause (A) or (B) above, as applicable, and (y) the aggregate Class B Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class B Cash Collateral Account anticipated to be made on the applicable related Legal Final Payment Date pursuant to Section 2.3(e)(i) and Section 2.5(c)(iv)(II) of this Series Supplement) for all such Class B Cash Collateral Accounts on such Business Day, calculated on the basis of such Class B Available Cash Collateral Account Amount for each such Class B Cash Collateral Account, and draw an amount equal to the remainder of such amount on the Class B Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class B Letters of Credit and the proceeds of any such withdrawal from each Class B Cash Collateral

75

Account into the Series 2009-2 Distribution Account on or prior to the applicable Legal Final Payment Date and such proceeds shall be treated as Principal Collections; and

(II)the Class A Letters of Credit, if any (A) if such draw relates to the Three-Year Notes Legal Final Payment Date and any Class A Notes will be Outstanding on such Three-Year Notes Legal Final Payment Date (after giving effect to all anticipated reductions in the Class A Principal Amount on such Three-Year Notes Legal Final Payment Date), by 12:00 p.m. (New York City time) on such Business Day, an amount equal to the least of (xx) the amount that Hertz failed to pay under the Series 2009-2 Demand Note (or the amount that the Trustee failed to demand for payment thereunder),  (yy) Class A-1 Principal Amount (after giving effect to the application pursuant to Section 2.5(e) of this Series Supplement of any withdrawals from the Class A Reserve Account pursuant to Section 2.5(d)(i)(A)(i) of this Series Supplement and any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Account anticipated to be made on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.5(b)(iv) of this Series Supplement) and (zz) the Class A Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Account anticipated to be made on such Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(ii) and Section 2.5(b)(iv) of this Series Supplement), and (B) if such draw relates to the Three-Year Notes Legal Final Payment Date and the Class A Notes will no longer be Outstanding on such Three-Year Notes Legal Final Payment Date (after giving effect to all anticipated reductions in the Class A Principal Amount on such Three-Year Notes Legal Final Payment Date) or such draw relates to the Five-Year Notes Legal Final Payment Date, by 12:00 p.m. (New York City time) on such Business Day, an amount equal to the lesser of (xx) the excess, if any, of the amount that Hertz failed to pay under the Series 2009-2 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) over the aggregate amount anticipated to be drawn on the Class B Letters of Credit and/or withdrawn from any Class B Cash Collateral Account on the applicable related Legal Final Payment Date pursuant to Section 2.5(d)(iii)(I) of this Series Supplement and (yy) the Class A Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Account anticipated to be made on the applicable related Legal Final Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iv) and Section 2.5(c)(iv)(I) of this Series Supplement), in each case by presenting to each Class A Letter of Credit Provider a draft accompanied by a Series 2009-2 Certificate of Unpaid Demand Note Demand; provided, however, that if any Class A Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Class A Cash Collateral Account and deposit in the Series 2009-2 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Class A Cash Collateral Account Percentage of such Business Day of the least of the amounts set forth in clauses (A)(xx), (A)(yy), and (A)(zz) above or the lesser of the amounts set forth in clauses (B)(xx) and (B)(yy) above, as applicable, and (y) the aggregate Class A Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Class A Cash Collateral Account on the applicable related Legal Final Payment Date

76

pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iv) and Section 2.5(c)(iv)(I) of this Series Supplement) for all such Class A Cash Collateral Accounts on such Business Day, calculated on the basis of such Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account and draw an amount equal to the remainder of such amount on the Class A Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A Letters of Credit and the proceeds of any such withdrawal from each Class A Cash Collateral Account into the Series 2009-2 Distribution Account on or prior to the applicable Legal Final Payment Date and such proceeds shall be treated as Principal Collections.

(e)Distribution.  On each Payment Date occurring on or after the date a withdrawal is made from the Series 2009-2 Collection Account pursuant to Section 2.5(a) of this Series Supplement or amounts are deposited into the Series 2009-2 Distribution Account pursuant to Section 2.5(b), Section 2.5(c) or Section 2.5(d) of this Series Supplement, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first, the amount deposited in the Series 2009-2 Distribution Account for the payment of principal of the Series 2009-2 Notes (x) pro rata to the applicable Class A Noteholders to the extent necessary to pay the applicable Class A Controlled Distribution Amount on any Payment Date during the Series 2009-2 Controlled Amortization Period or (y) pro rata to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount on any Payment Date during the Series 2009-2 Rapid Amortization Period and (ii) second, the excess, if any, of the amount deposited in the Series 2009-2 Distribution Account for the payment of principal of the Series 2009-2 Notes over the amount applied to make the payments required pursuant to clause (i) above, (x) pro rata to the applicable Class B Noteholders to the extent necessary to pay the applicable Class B Controlled Distribution Amount on any Payment Date during the Series 2009-2 Controlled Amortization Period or (y) pro rata to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount on any Payment Date during the Series 2009-2 Rapid Amortization Period.

Section 2.6.The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.

If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2009-2 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2009-2 Series Account without such notice or instruction from the Administrator, provided that the Administrator, 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 Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give

77

instructions to draw on any Series 2009-2 Letters of Credit required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on such Series 2009-2 Letters of Credit without such instruction from the Administrator, provided that the Administrator, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2009-2 Letter of Credit.

Section 2.7.Class A Reserve Account.

(a)Establishment of Class A Reserve Account.  HVF has established and maintained, and shall continue to maintain, in the name of the Trustee for the benefit of the Series 2009-2 Noteholders, an account (the “Class A Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2009-2 Noteholders.  The Class A Reserve Account shall be an Eligible Deposit Account.  If the Class A Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Reserve Account is no longer an Eligible Deposit Account, establish a new Class A Reserve Account that is an Eligible Deposit Account.  If a new Class A Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Reserve Account into the new Class A Reserve Account.  Initially, the Class A Reserve Account will be established with the Trustee.

(b)Administration of the Class A Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class A Reserve Account to invest funds on deposit in the Class A Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A Reserve Account), unless any Permitted Investment held in the Class A Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class A Reserve Account shall remain uninvested.

(c)Earnings from Class A Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class A Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)Class A Reserve Account Constitutes Additional Collateral for Series 2009-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2009-2 Notes, HVF hereby grants a

78

security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2009-2 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Reserve Account Collateral”).

(e)Class A Reserve Account Surplus.  In the event that the Class A Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class A Reserve Account an amount equal to the Class A Reserve Account Surplus and (i) deposit in the Class B Reserve Account the lesser of (x) such Class A Reserve Account Surplus and (y) the excess, if any, of the Class B Required Reserve Account Amount over the Class B Available Reserve Account Amount (after any effect to any deposits thereto and withdrawals and releases therefrom), in each case as of such Payment Date, (ii) pay to Ford the lesser of (x) the remaining portion of such Class A Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (iii) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such payment, the Fleet Equity Condition would be satisfied pay to HVF any portion of such Class A Reserve Account Surplus remaining after any required deposit and/or payment pursuant to clauses (i) and (ii) above.

(f)Termination of Class A Reserve Account.  On or after the date on which the Series 2009-2 Notes are paid in full and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, the Trustee, in accordance with the written instructions of the Administrator shall withdraw from the Class A Reserve Account all remaining amounts on deposit therein for payment to HVF.

Section 2.8.Class A Letters of Credit and Class A Cash Collateral Accounts.

(a)Class A Cash Collateral Account Constitutes Additional Collateral for Series 2009-2 Notes.  In order to secure and provide for the repayment

79

and payment of the Note Obligations with respect to the Series 2009-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2009-2 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) each Class A Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in each Class A Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Cash Collateral Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in each Class A Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for each Class A Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Cash Collateral Account Collateral”).

(b)Class A Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then-scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding the amount available to be drawn under such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be equal to or greater than the Class A Required Liquidity Amount, and (iii) the Class B Adjusted Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then-scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be less than the Class A Required Liquidity Amount or (iii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider, and is in full force and effect on such date, (B) the excess, if any, of the

80

Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider, and is in full force and effect on such date, and (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider, and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the applicable Class A Cash Collateral Account.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class A Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the applicable Class A Cash Collateral Account.

(c)Class A Letter of Credit Providers.  The Administrator shall notify the Trustee in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class A Letter of Credit Provider has fallen below “P-1” as determined by Moody’s or the long-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A1” as determined by Moody’s (with respect to any Class A Letter of Credit Provider, a “Class A Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class A Downgrade Event with respect to any Class A Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding the available amount under such Class A Letter of Credit, on such date, and (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date and (ii) the amount available to be drawn on such Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m.

81

(New York City time) on the next following Business Day), draw on such Class A Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursement to be deposited in the applicable Class A Cash Collateral Account.

(d)Reductions in Stated Amounts of the Class A Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D of this Series Supplement, requesting a reduction in the stated amount of any Class A Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Letter of Credit Provider who issued such Class A Letter of Credit a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Letter of Credit in the amount requested in such notice effective on the date set forth in such notice provided that on such effective date, after giving effect to the requested reduction in the stated amount of such Class A Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount, and (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount.

(e)Draws on the Class A Letters of Credit.  If there is more than one Class A Letter of Credit on the date of any draw on the Class A Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Letter of Credit in an amount equal to the Class A Pro Rata Share of the Class A Letter of Credit Provider issuing such Class A Letter of Credit of the amount of such draw on the Class A Letters of Credit.

(f)Establishment of Class A Cash Collateral Accounts.  On or prior to the date of any drawing under a Class A Letter of Credit pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2009-2 Noteholders, an account (each such account, a “Class A Cash Collateral Account”) for the deposit of any such draws, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2009-2 Noteholders.  Each Class A Cash Collateral Account shall be an Eligible Deposit Account.  If any such Class A Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Class A Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Cash Collateral Account into the new Class A Cash Collateral Account.

82

(g)Administration of the Class A Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each Class A Cash Collateral Account to invest funds on deposit in each Class A Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class A Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Class A Cash Collateral Account), unless any Permitted Investment held in such Class A Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class A Cash Collateral Account shall remain uninvested.

(h)Earnings from Class A Cash Collateral Account.  All Class A Cash Collateral Account Interest and Earnings with respect to a Class A Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.

(i)Class A Cash Collateral Account Surplus.  In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 2.8(i), withdraw on a pro rata basis the amount specified by the Administrator, calculated on the basis of the Class A Available Cash Collateral Account Amount for each such Class A Cash Collateral Account, from each Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.8(i).  The aggregate amount of any such withdrawals from the Class A Cash Collateral Accounts shall be limited to the Class A Cash Collateral Account Surplus on such Payment Date.  Any amounts withdrawn from any Class A Cash Collateral Account shall be paid:  first, to Ford, the lesser of the amount withdrawn from the Class A Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, (ii) second, for so long as the Ford LOC Exposure Amount is greater than zero, to the extent that after giving effect to any such withdrawal the Fleet Equity Condition would be satisfied, to the Class A Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Letter of Credit Providers in respect of the Class A Letters of Credit, for application in accordance with the provisions of the respective Class A Letter of Credit Reimbursement Agreement, and (iii) third, for so long as the Ford LOC Exposure Amount is greater than zero, to the extent that after giving effect to any such withdrawal the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

(j)Termination of Class A Cash Collateral Accounts.  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting

83

in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2009-2 Noteholders and payable from each Class A Cash Collateral Account as provided herein, shall withdraw from each such Class A Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.8(i) above) and shall pay such amounts, first, pro rata to the Class A Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Letter of Credit Providers, for application in accordance with the provisions of the respective Class A Letters of Credit, and second, only for so long as the Ford LOC Exposure Amount is greater than zero solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 2.9.Series 2009-2 Distribution Account.

(a)Establishment of Series 2009-2 Distribution Account.  The Trustee has established and maintained, and shall continue to maintain, in the name of the Trustee for the benefit of the Series 2009-2 Noteholders an account (the “Series 2009-2 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2009-2 Noteholders.  The Series 2009-2 Distribution Account shall be an Eligible Deposit Account.  If the Series 2009-2 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2009-2 Distribution Account is no longer an Eligible Deposit Account, establish a new Series 2009-2 Distribution Account that is an Eligible Deposit Account.  If a new Series 2009-2 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2009-2 Distribution Account into the new Series 2009-2 Distribution Account.  Initially, the Series 2009-2 Distribution Account will be established with the Trustee.

(b)Administration of the Series 2009-2 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2009-2 Distribution Account in writing to invest funds on deposit in the Series 2009-2 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2009-2 Distribution Account), unless any Permitted Investment held in the Series 2009-2 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2009-2 Distribution Account.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2009-2 Distribution Account shall remain uninvested.

84

(c)Earnings from Series 2009-2 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2009-2 Distribution Account shall be deemed to be on deposit and available for distribution.

(d)Series 2009-2 Distribution Account Constitutes Additional Collateral for Series 2009-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2009-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2009-2 Noteholders all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2009-2 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2009-2 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2009-2 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2009-2 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2009-2 Distribution Account Collateral”).

Section 2.10.Trustee as Securities Intermediary.

(a)The Trustee or other Person holding the Series 2009-2 Collection Account, the Series 2009-2 Excess Collection Account, the Series 2009-2 Accrued Interest Account, the Class A Reserve Account, the Class B Reserve Account, the Series 2009-2 Cash Collateral Accounts, or the Series 2009-2 Distribution Account (each a “Series 2009-2 Designated Account”) shall be the “Securities Intermediary” (as defined in Section 8-102 of the UCC in effect in the State of New York (the “New York UCC”) and a “bank” (as defined in Section 9-102 of the New York UCC), in such capacities, the “Securities Intermediary”).  If the Securities Intermediary in respect of any Series 2009-2 Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.10.

(b)The Securities Intermediary agrees that:

(i)The Series 2009-2 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the New York UCC in will be credited;

(ii)All securities or other property underlying any Financial Assets credited to any Series 2009-2 Designated Account shall be registered in the

85

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 2009-2 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

(iii)All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2009-2 Designated Account;

(iv)Each item of property (whether investment property, security, instrument or cash) credited to a Series 2009-2 Designated Account shall be treated as a Financial Asset;

(v)If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2009-2 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by HVF or the Administrator;

(vi)The Series 2009-2 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2009-2 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii)The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2009-2 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.10(b)(v) of this Series Supplement; and

(viii)Except for the claims and interest of the Trustee and HVF in the Series 2009-2 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2009-2 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2009-2 Designated Account or in

86

any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

(c)The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2009-2 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2009-2 Designated Accounts.

Section 2.11.[Reserved]

Section 2.12.Series 2009-2 Demand Note Constitutes Additional Collateral for Series 2009-2 Notes.

(a)In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2009-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2009-2 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2009-2 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2009-2 Demand Note; and (iii) all proceeds of any and all of the foregoing, including cash. On the Series 2009-2 Class A Notes Closing Date, HVF delivered to the Trustee, for the benefit of the Series 2009-2 Noteholders, the Series 2009-2 Demand Note, endorsed in blank. On the Series 2009-2 Class B Notes Closing Date, HVF shall deliver an amended and restated Series 2009-2 Demand Note endorsed in blank. The Trustee, for the benefit of the Series 2009-2 Noteholders, shall be the only Person authorized to make a demand for payment on the Series 2009-2 Demand Note.

(b)Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2009-2 Demand Note or forgive amounts payable thereunder on any date so that the outstanding principal amount of the Series 2009-2 Demand Note after such reduction or forgiveness is less than the greater of (x) 0.50% of the then-current aggregate Principal Amount of the Series 2009-2 Notes as of such date and (y) the sum of the Class A Letter of Credit Liquidity Amount and the Class B Letter of Credit Liquidity Amount, in each case as of such date.  Other than in connection with a reduction or forgiveness in accordance with the first sentence of this Section 2.12(b), or an increase in the stated amount of the Series 2009-2 Demand Note, HVF shall not agree, to any amendment of the Series 2009-2 Demand Note without first satisfying the Series 2009-2 Rating Agency Condition.

Section 2.13.Class B Reserve Account.

(a)Establishment of Class B Reserve Account.  On or prior to the Series 2009-2 Class B Notes Closing Date, HVF shall establish and maintain in the name of the Trustee for the benefit of the Class B Noteholders, an account (the “Class B Reserve Account”), bearing a designation clearly indicating that the funds deposited

87

therein are held for the benefit of the Class B Noteholders.  The Class B Reserve Account shall be an Eligible Deposit Account.  If the Class B Reserve Account is at any time following the Series 2009-2 Class B Notes Closing Date no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Reserve Account is no longer an Eligible Deposit Account, establish a new Class B Reserve Account that is an Eligible Deposit Account.  If a new Class B Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Reserve Account into the new Class B Reserve Account.  Initially, the Class B Reserve Account will be established with the Trustee.

(b)Administration of the Class B Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class B Reserve Account to invest funds on deposit in the Class B Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Reserve Account), unless any Permitted Investment held in the Class B Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class B Reserve Account shall remain uninvested.

(c)Earnings from Class B Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class B Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)Class B Reserve Account Constitutes Additional Collateral for Class B Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Class B Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class B Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Reserve Account, the funds on deposit therein from time to time or the investments made with

88

such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Reserve Account Collateral”).

(e)Class B Reserve Account Surplus.  In the event that the Class B Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account an amount equal to the Class B Reserve Account Surplus and (i) pay to Ford the lesser of (x) such Class B Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied pay to HVF any portion of such Class B Reserve Account Surplus remaining after any required payments pursuant to clause (i) above.

(f)Termination of Class B Reserve Account.  On or after the date on which the Series 2009-2 Notes are paid in full and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, the Trustee, in accordance with the written instructions of the Administrator shall withdraw from the Class B Reserve Account all remaining amounts on deposit therein for payment to HVF.

Section 2.14.Class B Letters of Credit and Class B Cash Collateral Account.

(a)Class B Cash Collateral Account Constitutes Additional Collateral for Class B Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Class B Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class B Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) each Class B Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in each Class B Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Cash Collateral Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in each Class B Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for each Class B Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Cash Collateral Account Collateral”).

89

(b)Class B Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding the amount available to be drawn under such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider and is in full force and effect on such date, (i) the Class B Adjusted Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount and (ii) the Class B Liquidity Adjusted Amount would be equal to or greater than the Class B Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount or (ii) the Class B Adjusted Liquidity Amount would be less than the Class B Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of (x) the greater of (A) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider and is in full force and effect on such date, and (B) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider and is in full force and effect on such date and (y) the amount available to be drawn on such expiring Class B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the applicable Class B Cash Collateral Account.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class B Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the applicable Class B Cash Collateral Account.

90

(c)Class B Letter of Credit Providers.  The Administrator shall notify the Trustee in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class B Letter of Credit Provider has fallen below “P-1” as determined by Moody’s or the long-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A1” as determined by Moody’s (with respect to any Class B Letter of Credit Provider, a “Class B Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class B Downgrade Event with respect to any Class B Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greater of (A) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date and (B) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class B Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursement to be deposited in the applicable Class B Cash Collateral Account.

(d)Reductions in Stated Amounts of the Class B Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-2 to this Series Supplement, requesting a reduction in the stated amount of any Class B Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Letter of Credit Provider who issued such Class B Letter of Credit a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Letter of Credit in the amount requested in such notice effective on the date set forth in such notice provided that on such effective date, after giving effect to the requested reduction in the stated amount of such Class B Letter of Credit, (i) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount and (ii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount.

(e)Draws on the Class B Letters of Credit.  If there is more than one Class B Letter of Credit on the date of any draw on the Class B Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Section 2.14(b) or Section 2.14(c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Letter of Credit in an amount equal to the Class B Pro Rata Share of the Class B Letter of Credit Provider issuing such Class B Letter of Credit of the amount of such draw on the Class B Letters of Credit.

91

(f)Establishment of Class B Cash Collateral Accounts.  On or prior to the date of any drawing under a Class B Letter of Credit pursuant to Section 2.14(b) or Section 2.14(c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Class B Noteholders, an account (each such account a “Class B Cash Collateral Account”) for the deposit of any such draws, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class B Noteholders.  Each Class B Cash Collateral Account shall be an Eligible Deposit Account.  If any such Class B Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Class B Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Cash Collateral Account into the new Class B Cash Collateral Account.

(g)Administration of the Class B Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each Class B Cash Collateral Account to invest funds on deposit in each Class B Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class B Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Class B Cash Collateral Account), unless any Permitted Investment held in such Class B Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class B Cash Collateral Account shall remain uninvested.

(h)Earnings from Class B Cash Collateral Account.  All Class B Cash Collateral Account Interest and Earnings with respect to a Class B Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.

(i)Class B Cash Collateral Account Surplus.  In the event that the Class B Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 2.14(i), withdraw on a pro rata basis the amount specified by the Administrator calculated on the basis of the Class B Available Cash Collateral Account Amount for each such Class B Cash Collateral Account, from each Class B Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.14(i).  The aggregate amount of any such withdrawals from the Class B Cash Collateral Accounts shall be limited to the Class B Cash Collateral Account

92

Surplus on such Payment Date.  Any amounts withdrawn from any Class B Cash Collateral Account shall be paid first, to Ford, the lesser of the amount withdrawn from the Class B Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, (ii) second, for so long as the Ford LOC Exposure Amount is greater than zero, to the extent that after giving effect to any such withdrawal the Fleet Equity Condition would be satisfied, to the Class B Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class B Letter of Credit Providers in respect of the Class B Letters of Credit, for application in accordance with the provisions of the respective Class B Letter of Credit Reimbursement Agreement, and (iii) third, for so long as the Ford LOC Exposure Amount is greater than zero, to the extent that after giving effect to any such withdrawal the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

(j)Termination of Class B Cash Collateral Accounts.  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Class B Noteholders and payable from each Class B Cash Collateral Account as provided herein, shall withdraw from each such Class B Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.14(i) above) and shall pay such amounts, first, pro rata to the Class B Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Letter of Credit Providers, for application in accordance with the provisions of the respective Class B Letters of Credit, and second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 2.15.Subordination of Class B Notes.  Notwithstanding anything to the contrary contained herein or in any other Related Document but subject to the provisions contained in Section 6.18 of this Series Supplement, the Class B Notes will be subordinate in all respects to the Class A Notes.  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) has been paid in full. Further, no payments on account of principal with respect to the Class B Notes shall be made on any Payment Date until all payments of principal then due and payable with respect to the Class A Notes on such Payment Date have been paid in full, provided, however, that during the Three-Year Notes Controlled Amortization Period, payment of principal of the Class B-1 Notes can be made on any Payment Date after the applicable Class A-1 Controlled Distribution Amount on such Payment Date has been paid and before any payment on principal of the Class A-2 Notes have been made.

As long as the Class A Notes are Outstanding, the Class B Noteholders shall not be entitled to receive the benefit of amounts (i) available under any Class A Letter of

93

Credit, (ii) on deposit in a Class A Cash Collateral Account or (iii) on deposit in the Class A Reserve Account.

ARTICLE III

AMORTIZATION EVENTS

In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2009-2 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-2 Notes:

(a)HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2009-2 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) Business Days;

(b)HVF defaults in the payment of any principal of the Series 2009-2 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

(c)a Class Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days;

(d)a Class Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days;

(e)(i) all principal of and interest on the Three-Year Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date or (ii) all principal of and interest on the Five-Year Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date;

(f)the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days or the Class B Asset Amount shall be less than the Series 2009-2 Required Asset Amount for at least three (3) Business Days;

(g)the Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve Account, a Class B Cash Collateral Account, the Series 2009-2 Excess Collection Account, or any HVF Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Class Enhancement Deficiency or a Class Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days from the Class A Adjusted Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class A Adjusted Liquidity Amount or

94

the Class B Adjusted Liquidity Amount, in each case to the extent otherwise included in the calculation thereof;

(h)the Trustee shall for any reason cease to have a valid and perfected first-priority security interest in the Series 2009-2 Collateral, the Class B Letter of Credit, the Class B Reserve Account Collateral or the Class B Cash Collateral Account Collateral or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

(i)the occurrence of a Servicer Event of Default;

(j)HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2009-2 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2009-2 Noteholders and continues to materially and adversely affect the interests of the Series 2009-2  Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2009-2 Notes; or

(k)any representation made by HVF in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2009-2  Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2009-2 Notes.

In the case of

(i)any event described in clauses (a) through (h) above, an Amortization Event with respect to the Series 2009-2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2009-2 Noteholder or

(ii)any event described in clauses (i) through (k) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2009-2 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2009-2 Notes has occurred as of the date of the notice.

Subject to Section 12.2 of the Base Indenture, (A) (x) so long as any Class A Notes are Outstanding, the Class A Noteholders owning an aggregate Principal Amount of Class A Notes in excess of 66-2/3% of the Class A Principal Amount, and (y) once the Class A Notes are no longer Outstanding, the Class B Noteholders owning an aggregate Principal

95

Amount of Class B Notes in excess of 66-2/3% of the Class B Principal Amount, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2009-2 Notes described in clauses (a) through (h) above, and (B) the Required Noteholders with respect to the Series 2009-2 Notes, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2009-2 Notes described in clauses (i) through (k) above.  Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to the Series 2009-2 Notes, and any Amortization Event with respect to the Series 2009-2 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon.  The Trustee shall provide notice to each Rating Agency then-rating the Series 2009-2 Notes of any waiver by the Series 2009-2 Notes pursuant to this provision.

Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-2 Notes described in clause (h) above shall be curable at any time.

ARTICLE IV

RESERVED

ARTICLE V

FORM OF SERIES 2009-2 NOTES

Section 5.1.Issuance of Class A Notes.  The Class A Notes were offered and sold by HVF pursuant to the Class A Purchase Agreement on the Series 2009-2 Class A Notes Closing Date.  The Class B Notes will be offered and sold by HVF on the Series 2009-2 Class B Notes Closing Date pursuant to the Class B Purchase Agreement.  The Class A Notes were, and the Class B Notes will be, resold initially only to (A) qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Series 2009-2 Notes following their initial resale may be transferred to QIBs or purchasers in reliance on Regulation S in accordance with the procedure described herein.  The Class A Notes are, and the Class B Notes will be, Book-Entry Notes and DTC acts as the Depository for the Series 2009-2 Notes.  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 (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Series 2009-2 Notes which are in the form of Series 2009-2 Global Notes.

Section 5.2.Restricted Global Notes.  Each Class of Class A Notes offered and sold in their initial distribution on the Series 2009-2 Class A Notes Closing Date in reliance upon Rule 144A was issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibits A-1-

96

1 and A-2-1 to this Series Supplement, and each Class of Class B Notes offered and sold in their initial distribution on the Series 2009-2 Class B Notes Closing 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 in Exhibits A-3-1 and A-4-1 to this Series Supplement, in each case registered in the name of Cede, as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

Section 5.3.            Regulation S Global Notes and Unrestricted Global Notes.  Each Class of the Class A Notes offered and sold on the Series 2009-2 Class A Notes Closing Date in reliance upon Regulation S was issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-1-2 and A-2-2 to this Series Supplement, and each Class of Class B Notes offered and sold on the Series 2009-2 Class B Notes Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-3-2 and A-4-2 to this Series Supplement, in each case registered in the name of Cede, 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.  Until such time as the applicable Restricted Period shall have terminated, such Series 2009-2 Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the applicable Restricted Period shall have terminated with respect to any Series 2009-2 Note, such Series 2009-2 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth in Exhibits A-1-3, A-2-3, A-3-3, and A-4-3 to this Series Supplement as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

97

Section 5.4.            Transfer Restrictions.

(a)           A Series 2009-2 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 5.4(a) shall not prohibit any transfer of a Series 2009-2 Note that is issued in exchange for a Series 2009-2 Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2009-2 Global Note effected in accordance with the other provisions of this Section 5.4.

(b)           The transfer by a Series 2009-2 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)           If a Series 2009-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-1 to this Series Supplement given by the Series 2009-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or

98

Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)           If a Series 2009-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(d).  Upon receipt by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-2 to this Series Supplement given by the Series 2009-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)           If a Series 2009-2 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing

99

information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-3 to this Series Supplement given by such Series 2009-2 Note Owner 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 or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)            In the event that a Series 2009-2 Global Note or any portion thereof is exchanged for Series 2009-2 Notes other than Series 2009-2 Global Notes, such other Series 2009-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2009-2 Notes that are not Series 2009-2 Global Notes or for a beneficial interest in a Series 2009-2 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 5.4(a) through Section 5.4(e) and Section 5.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2009-2 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

(g)           Until the termination of the applicable Restricted Period with respect to any Series 2009-2 Note, interests in the Regulation S Global Notes representing such Series 2009-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 5.4(g) shall not prohibit any transfer in accordance with Section 5.4(d) of this Series Supplement.  After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

(h)           The Series 2009-2 Notes shall bear the following legends to the extent indicated:

(i)            The Restricted 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

100

WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

(ii)           The Regulation S Global Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO

101

AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

(iii)          The Series 2009-2 Global Notes shall bear the following legends:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(iv)          The required legends set forth above shall not be removed from the applicable Series 2009-2 Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2009-2 Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Series 2009-2 Note or Series 2009-2 Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Series 2009-2 Note as provided above, no other Series 2009-2 Note issued in exchange for all or any part of such Series 2009-2 Note shall bear such legend, unless HVF has reasonable cause to believe that such other Series 2009-2 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

102

Section 5.5.            Definitive Notes.  No Series 2009-2 Note Owner will receive a Definitive Note representing such Series 2009-2 Note Owner’s interest in the Series 2009-2 Notes other than in accordance with Section 2.13 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 of the Base Indenture.

ARTICLE VI

GENERAL

Section 6.1.            Optional Redemption of Series 2009-2 Notes.  (a) On any Payment Date, HVF may, at its option, redeem the Class A Notes or any Class of the Class A Notes, in whole but not in part, if on such Payment Date, in the case of a redemption of all of the Class A Notes, the Principal Amount of the Class A Notes is less than or equal to 10% of the aggregate Initial Principal Amount of the Class A Notes and, in the case of any Class of the Class A Notes, the Principal Amount of such Class of Class A Notes is less than or equal to 10% of the Initial Principal Amount of such Class of Class A Notes, as the case may be, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon with funds deposited in the Series 2009-2 Distribution Account for the payment of such redemption price.

(b)           On any Payment Date on which Class A Notes are no longer Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount on such Payment Date), HVF may, at its option, redeem the Class B Notes or any Class of the Class B Notes, in whole but not in part, if on such Payment Date, in the case of a redemption of all of the Class B Notes, the Principal Amount of the Class B Notes is less than or equal to 10% of the aggregate Initial Principal Amount of the Class B Notes and, in the case of any Class of the Class B Notes, the Principal Amount of such Class of Class B Notes is less than or equal to 10% of the Initial Principal Amount of such Class of Class B Notes, as the case may be, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon with funds deposited in the Series 2009-2 Distribution Account for the payment of such redemption price.

(c)           If HVF elects to redeem any Class of the Series 2009-2 Notes pursuant to the provisions of Sections 6.1(a) or (b) of this Series Supplement, it shall notify the Trustee in writing at least 15 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the applicable Series 2009-2 Notes subject to redemption and (iii) the principal amount of the Series 2009-2 Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.1 of the Base Indenture to the Series 2009-2 Noteholders of the Series 2009-2 Notes to be redeemed.  Such notice shall be given not less than 5 days prior to the intended date of redemption.

Section 6.2.            Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the

103

Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2009-2 Notes, substantially in the form of Exhibit G to this Series Supplement, setting forth, inter alia, the following information:

(i)            the total amount available to be distributed to the Series 2009-2 Noteholders on such Payment Date;

(ii)           the amount of such distribution allocable to the payment of principal of each Class of the Series 2009-2 Notes;

(iii)          the amount of such distribution allocable to the payment of interest on each Class of the Series 2009-2 Notes;

(iv)          the Series 2009-2 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

(v)           the Class A Enhancement Amount, the Class B Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class A Liquidity Amount, the Class B Liquidity Amount, the Series 2009-2 Liquidity Amount, the Class A Adjusted Liquidity Amount, and the Class B Adjusted Liquidity Amount, in each case, as of the close of business on the last day of the Related Month;

(vi)          whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

(vii)         whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

(viii)        whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2009-2 Notes has occurred;

(ix)           the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

(x)            the Bankrupt Manufacturer Vehicle Amount, the Bankrupt Manufacturer Vehicle Percentage, the Capped Category 2 Manufacturer Program Vehicle Percentage, the Category 1 Manufacturer Eligible Program Vehicle Amount, the Category 1 Manufacturer Eligible Program Vehicle Percentage, the Category 1 Manufacturer Non-Eligible Program Vehicle Amount, the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage, the Category 2 Manufacturer Eligible Program Vehicle Amount, the Category 2 Manufacturer

104

Eligible Program Vehicle Percentage, the Category 2 Manufacturer Non-Eligible Program Vehicle Amount, the Category 2 Manufacturer Non-Eligible Program Vehicle Percentage, the Category 2 Manufacturer Program Vehicle Percentage, the Category 3 Manufacturer Vehicle Amount, the Manufacturer Eligible Program Vehicle Amount, the Manufacturer Non-Eligible Program Vehicle Amount, the Manufacturer Non-Eligible Vehicle Amount, the Non-Eligible Vehicle Amount, the Non-Program Vehicle Amount, the Non-Program Vehicle Percentage, and the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

(xi)           the Class A Highest Enhancement Percentage, the Class A Intermediate Enhancement Percentage, the Class A Lowest Enhancement Percentage, the Class A Intermediate Enhancement Vehicle Percentage, the Class A Required Enhancement Percentage, the Class B Highest Enhancement Percentage, the Class B Intermediate Enhancement Percentage, the Class B Lowest Enhancement Percentage, the Class B Intermediate Enhancement Vehicle Percentage and the Class B Required Enhancement Percentage as of the close of business on the last day of the Related Month and the Market Value Average and Non-Program Vehicle Measurement Month Average, and all calculations related thereto;

(xii)          the Class A Required Incremental Enhancement Amount and the Class B Required Incremental Enhancement Amount, if any, as of the close of business on the last day of the Related Month;

(xiii)         the Class A Required Liquidity Amount, the Class B Required Liquidity Amount, the Series 2009-2 Required Liquidity Amount if any, as of the close of business on the last day of the Related Month, and whether a Class Liquidity Deficiency existed and the amount thereof, in each case, as of the close of business on the last day of the Related Month;

(xiv)        the Class A Required Enhancement Amount and Class B Required Enhancement Amount as of the close of business on the last day of the Related Month, and whether a Class Enhancement Deficiency existed and the amount thereof, in each case, as of the close of business on the last day of the Related Month;

(xv)         the Class A Required Overcollateralization Amount, the Class A Overcollateralization Amount, the Class A Required Asset Amount, the Class B Required Overcollateralization Amount, the Class B Overcollateralization Amount, the Class B Required Asset Amount, and the Series 2009-2 Required Asset Amount, in each case, as of the close of business on the last day of the Related Month;

(xvi)        the Class A Required Reserve Account Amount, the Class A Available Reserve Account Amount, the Class B Required Reserve Account

105

Amount, and the Class B Available Reserve Account Amount, in each case, as of the close of business on the last day of the Related Month;

(xvii)       the percentage, Manufacturer Eligible Program Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer including such information grouped according to whether each such Manufacturer is a Category 1 Manufacturer, a Category 2 Manufacturer, or a Category 3 Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

(xviii)      the percentage, Manufacturer Non-Eligible Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer;

(xix)         the percentage, Manufacturer Non-Eligible Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month that were Non-Program Vehicles manufactured by such Manufacturer;

(xx)          the Class A Letter of Credit Liquidity Amount, the Class A Letter of Credit Amount, the Class B Letter of Credit Liquidity Amount, and the Class B Letter of Credit Amount, in each case, as of the close of business on the last day of the Related Month; and

(xxi)         the Class A Principal Amount, the Class A Adjusted Principal Amount, the Class B Principal Amount, and the Class B Adjusted Principal Amount, in each case as of such Payment Date.

The Trustee shall provide to the Series 2009-2 Noteholders, or their designated agent copies of each Monthly Noteholders’ Statement.

Section 6.3.            Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A-1-1:	Form of Restricted Global Class A-1 Note
Exhibit A-1-2:	Form of Regulation S Global Class A-1 Note
Exhibit A-1-3:	Form of Unrestricted Global Class A-1 Note
Exhibit A-2-1:	Form of Restricted Global Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Class A-2 Note
Exhibit A-3-1:	Form of Restricted Global Class B-1 Note
Exhibit A-3-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-3-3:	Form of Unrestricted Global Class B-1 Note

106

Exhibit A-4-1:	Form of Restricted Global Class B-2 Note
Exhibit A-4-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-4-3:	Form of Unrestricted Global Class B-2 Note
Exhibit B-1:	Form of Class A Letter of Credit
Exhibit B-2:	Form of Class B Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1:	Form of Class A Letter of Credit Reduction Notice
Exhibit D-2:	Form of Class B Letter of Credit Reduction Notice
Exhibit E:	Reserved
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2009-2 Demand Note
Exhibit I:	Form of Demand Notice
Exhibit J:	Form of Supplemental Indenture to Base Indenture
Exhibit K:	Form of Amendment to Collateral Agency Agreement
Exhibit L:	Form of Amendment to HGI Purchase Agreement
Exhibit M:	Form of Amendment to HVF Lease

Section 6.4.            Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 6.5.            Notice to Rating Agencies.  The Trustee shall provide to each Rating Agency a copy of each notice to the Series 2009-2 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.

Section 6.6.            [Reserved]

Section 6.7.            Third Party Beneficiary.  Ford, in its capacity as accountholder of a Ford Letter of Credit, is an express third party beneficiary of the Base Indenture and this Series Supplement to the extent of the provisions relating to Ford.

Section 6.8.            [Reserved]

Section 6.9.            [Reserved]

Section 6.10.          Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

107

Section 6.11.          Governing Law.  This Series Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Section 6.12.          Amendments.  This Series Supplement may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided, that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders with respect to the Series 2009-2 Notes is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2009-2 Notes; provided, further, that, if the consent of the Required Noteholders with respect to the Series 2009-2 Notes is required for a proposed amendment or modification of this Series Supplement that does not adversely affect in any material respect one or more Classes of the Series 2009-2 Notes comprising the Required Noteholders with respect to the Series 2009-2 Notes (as evidenced by an Officer’s Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Series 2009-2 Noteholders representing more than 50% of the Principal Amount of the Classes of the Series 2009-2 Notes comprising the Required Noteholders with respect to the Series 2009-2 Notes materially adversely affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2009-2 Noteholders holding the Classes of the Series 2009-2 Notes comprising the Required Noteholders with respect to the Series 2009-2 Notes not affected by such amendment or modification); provided, further that, notwithstanding anything in Section 6.12 of this Series Supplement or Article XII of the Base Indenture, this Series Supplement may be amended to provide for the issuance of any Class B Notes in accordance with Section 6.18 of this Series Supplement without the consent of any Class A Noteholder.  Any amendment to this Series Supplement, including any amendment in connection with the issuance of Class B Notes pursuant to Section 6.18 of this Series Supplement, shall be subject to the satisfaction of the Series 2009-2 Rating Agency Condition.

Section 6.13.          Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2009-2 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2009-2 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, and (iii) the Class A Letter of Credit Liquidity Amount and the Class B Letter of Credit Liquidity Amount is equal to zero.

Section 6.14.          Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be in effect in accordance with Section 6.13 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be effective as to the Series 2009-2 Notes without the consent of the Required Noteholders with respect to the Series 2009-2 Notes.

108

Section 6.15.          [Reserved]

Section 6.16.          [Reserved].

Section 6.17.          [Reserved].

Section 6.18.          Issuances of Class B Notes.

(a)           Prior to the Series 2009-2 Class B Notes Closing Date, no Class B Notes have been issued.  On any date during the Series 2009-2 Revolving Period up to and including the Series 2009-2 Class B Notes Closing Date, HVF may issue Class B-1 Notes and/or Class B-2 Notes, subject to the satisfaction of the following conditions precedent:

(i)            HVF and the Trustee shall have entered into an amendment to this Series Supplement providing (a) that each class of Class B Notes will bear a fixed rate of interest, determined on or prior to the Proposed Class B Notes Closing Date, (b) that the expected final payment date for the Class B-1 Notes, if any, will be the Three-Year Notes Expected Final Payment Date and that the expected final payment date for the Class B-2 Notes, if any, will be the Five-Year Notes Expected Final Payment Date, (c) that the principal amount of the Class B-1 Notes, if any, will be due and payable on the Three-Year Notes Legal Final Payment Date and that the principal amount of the Class B-2 Notes, if any, will be due and payable on the Five-Year Notes Legal Final Payment Date, (d) that the controlled amortization period with respect to the Class B-1 Notes, if any, will be the Three-Year Notes Controlled Amortization Period and that the controlled amortization period with respect to the Class B-2 Notes, if any, will be the Five-Year Notes Controlled Amortization Period, and (e) payment mechanics with respect to the Class B Notes substantially similar to those with respect to the Class A Notes (other than as set forth below) and such other provisions with respect to the Class B Notes as may be required for such issuance;

(ii)           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 B Notes (the “Proposed Class B Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class B-1 Notes and/or the Class B-2 Notes specified in such Company Request (such specified Class B Notes, the “Proposed Class B Notes”);

(iii)          If the Proposed Class B Notes Closing Date occurs after the commencement of the Three-Year Notes Controlled Amortization Period, no Class B-1 Notes shall be issued;

(iv)          The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class B Notes, by the Trustee and specifying the designation of each such Class or Classes

109

of Proposed Class B Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of each Class of Proposed Class B Notes to be authenticated and the Note Rate with respect to such Class of Proposed Class B Notes;

(v)           The Trustee shall have received an Officer’s Certificate of HVF dated as of the Proposed Class B Notes Closing Date to the effect that:

(A)          no Amortization Event with respect to the Series 2009-2 Notes, Liquidation Event of Default, Series 2009-2 Limited Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating Lease Event of Default, or Class A Enhancement Deficiency is continuing or will occur as a result of the issuance of such Proposed Class B Notes,

(B)           all conditions precedent provided in this Series Supplement with respect to the authentication and delivery of such Proposed Class B Notes have been complied with, and

(C)           the issuance of Proposed Class B Notes and any related amendments to this Series Supplement and any Related Documents relating to the Series 2009-2 Notes will not reduce the availability of the Class A Enhancement Amount to support the payment of interest on or principal of the Class A Notes in any material respect;

(vi)          no amendments to this Series Supplement or any Related Documents relating to the Series 2009-2 Notes in connection with the issuance of the Proposed Class B Notes may provide for (a) the application of amounts available under the Class A Letters of Credit or the Class A Reserve Account to support the payment of interest on or principal of the Class B Notes while any Class A Notes remain outstanding; (b) payment of interest to any Class B Notes on any Payment Date until all interest due on the Class A Notes on such Payment Date has been paid; (c) (x) during the Three-Year Notes Controlled Amortization Period, payment of principal of the Class B-1 Notes on any Payment Date until the Controlled Distribution Amount with respect to the Class A-1 Notes on such Payment Date has been paid, (y) during the Five-Year Notes Controlled Amortization Period, payment of principal of the Class B-2 Notes on any Payment Date until the Controlled Distribution Amount with respect to the Class A-2 Notes on such Payment Date has been paid and (z) during the Series 2009-2 Rapid Amortization Period, payment of principal of the Class B Notes until the principal amount of the Class A Notes has been paid in full; (d) the reallocation of Principal Collections allocable to the Series 2009-2 Notes to pay interest on the Class B Notes while any Class A Notes remain outstanding; (e) any voting rights in respect of the Class B Notes, for so long as any Class A Notes are outstanding, other than with respect to amendments to the Indenture pursuant to Section 12.2(b)(i) or (ii); and (f) the addition of any Amortization Event with respect to the Series 2009-2 Notes other than those related to payment defaults on the Class 

110

B Notes similar to those in respect of the Class A Notes and enhancement or liquidity deficiencies in respect of the credit enhancement supporting the Class B Notes similar to those in respect of the Class A Notes;

(vii)         the Trustee shall have received opinions of counsel substantially similar to those received in connection with the offering and sale of the Class A Notes, including without limitation, opinions to the effect that:

(A)          the Proposed Class B Notes will be characterized as indebtedness for federal income tax purposes,

(B)           the issuance of the Proposed Class B Notes will not affect adversely the United States federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon on Opinion of Counsel) characterized as debt at the time of their issuance and HVF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes as a result of such issuance,

(C)           all conditions precedent provided for in the Base Indenture and this Series Supplement with respect to the authentication and delivery of the Proposed Class B Notes have been complied with, and

(D)          the Proposed Class B Notes have been duly authorized and executed and such Proposed Class B Notes (when authenticated and delivered in accordance with the provisions of the Base Indenture and this Series Supplement) and any amendments to this Series Supplement and any Related Documents relating to the Series 2009-2 Notes will constitute valid, binding and enforceable obligations of HVF, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity.

Section 6.19.          Noteholder Consents.  Each Series 2009-2 Noteholder, upon acquisition of a Series 2009-2 Note, will be deemed to agree and consent to (i) the execution of a Supplemental Indenture to the Base Indenture substantially in the form of Exhibit J of this Series Supplement, (ii) the execution of an amendment to the Collateral Agency Agreement substantially in the form of Exhibit K of this Series Supplement, (iii) the execution of an amendment to the HGI Purchase Agreement substantially in the form of Exhibit L of this Series Supplement, and (iv) the execution of an amendment to the HVF Lease substantially in the form of Exhibit M of this Series Supplement, in each case, together with any changes to such forms that do not adversely affect the Series 2009-2 Noteholders in any material respect as evidenced by an Officer’s Certificate of HVF.  Such deemed consent will apply to each proposed amendment set forth in Exhibits J, K, L, and M of this Series Supplement individually, and the failure to effect any of the amendments set forth therein will not revoke the consent with respect to any other amendment.

111

Section 6.20.          Confidential Information.  (a)  The Trustee and each Series 2009-2 Note Owner agrees, by its acceptance and holding of a beneficial interest in a Series 2009-2 Note, to maintain the confidentiality of all Confidential Information in accordance with procedures adopted by such Series 2009-2 Noteholder in good faith to protect confidential information of third parties delivered to such person; provided that such person may deliver or disclose Confidential Information to: (i) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.20; (ii) such person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.20; (iii) any other Series 2009-2 Note Owner; (iv) any person of the type that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2009-2 Notes in accordance with the requirements of the Indenture to which such person sells or offers to sell any such interest in the Series 2009-2 Notes or any part thereof and that agrees to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.20 (or in accordance with such other confidentiality procedures as are acceptable to HVF); (v) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such person; (vi) 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; (vii) any reinsurers or liquidity or credit providers that agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.20 (or in accordance with such other confidentiality procedures as are acceptable to HVF); (viii) any other person with the consent of HVF; or (ix) 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 (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 (unless prohibited by applicable law or other requirement having the force of law) or (D) if an Amortization Event with respect to the Series 2009-2 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 2009-2 Notes, the Indenture or any other Related Document; and provided, further, however, that delivery to any Series 2009-2 Note Owner of any report or information required by the terms of the Indenture to be provided to such Series 2009-2 Note Owner shall not be a violation of this Section 6.20.  Each Series 2009-2 Note Owner, by its acceptance of a beneficial interest in the Series 2009-2 Notes, shall be deemed to have agreed, except as set forth in clauses (v), (vi) and (ix) above, that it shall use the Confidential Information for the sole purpose of making an investment in the Series 2009-2 Notes or administering its investment in the Series 2009-2 Notes.  In the event of any required disclosure of the Confidential Information by such Series 2009-2 Note Owner, such Series 2009-2 Note Owner shall be deemed to have agreed to use reasonable efforts to protect the confidentiality of the Confidential Information.

112

(b)           For the purposes of this Section 6.20, “Confidential Information” means information delivered to the Trustee or any Series 2009-2 Note Owner by or on behalf of HVF in connection with and relating to the transactions contemplated by or otherwise pursuant to the Indenture and the Related Documents; provided that such term does not include information that: (i) was publicly known or otherwise known to the Trustee or the Series 2009-2 Note Owner prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or omission by the Trustee, any Series 2009-2 Note Owner or any person acting on behalf of the Trustee or any Series 2009-2 Note Owner; (iii) otherwise is known or becomes known to the Trustee or any Series 2009-2 Note Owner other than (x) through disclosure by HVF or (y) as a result of a breach of fiduciary duty to HVF or a contractual duty to HVF; or (iv) is allowed to be treated as non-confidential by consent of HVF.

Section 6.21.          Trustee Has No Duty to Monitor Manufacturer Ratings.  In no event shall the Trustee (x) have any duty or responsibility to monitor the ratings of the Manufacturers or (y) be charged with knowledge of such ratings, unless a Trust Officer receives written notice of such ratings from HVF, Hertz or any Series 2009-2 Noteholder or otherwise has actual knowledge thereof.

113

IN WITNESS WHEREOF, HVF and the Trustee have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC
By:	/s/ R. Scott Massengill
	Name: R. Scott Massengill
	Title: Vice President & Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee,
By:	/s/ John D. Ask
	Name: John D. Ask
	Title: Senior Associate

114

EX-4.9.35

EXHIBIT 4.9.35

HERTZ VEHICLE FINANCING LLC,

as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(formerly known as The Bank of New York Trust Company, N.A.),

as Trustee and Securities Intermediary

SERIES 2010-1 SUPPLEMENT

dated as of July 22, 2010

to

THIRD AMENDED AND RESTATED

BASE INDENTURE

dated as of September 18, 2009

$225,000,000 Series 2010-12.60% Rental Car Asset Backed Notes, Class A-1

$325,000,000 Series 2010-13.74% Rental Car Asset Backed Notes, Class A-2

$100,000,000 Series 2010-14.73% Rental Car Asset Backed Notes, Class A-3

$34,560,000 Series 2010-1 5.02% Rental Car Asset Backed Notes, Class B-1

$49,920,000 Series 2010-1 5.70% Rental Car Asset Backed Notes, Class B-2

$15,360,000 Series 2010-1 6.44% Rental Car Asset Backed Notes, Class B-3

Three-Year Notes, Five-Year Notes and Seven-Year Notes

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	2
ARTICLE II	SERIES 2010-1 ALLOCATIONS	41
Section2.1.	Series 2010-1 Series Accounts	41
Section 2.2.	Allocations with Respect to the Series 2010-1 Notes	42
Section 2.3.	Application of Interest Collections	47
Section 2.4.	Payment of Note Interest	50
Section 2.5.	Payment of Note Principal	50
Section 2.6.	The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	59
Section 2.7.	Series 2010-1 Reserve Account	59
Section 2.8.	Series 2010-1 Letters of Credit and Series 2010-1 Cash Collateral Accounts	61
Section 2.9.	Series 2010-1 Distribution Account	65
Section 2.10.	Trustee as Securities Intermediary	67
Section 2.11.	[Reserved]	68
Section 2.12.	Series 2010-1 Demand Note Constitutes Additional Collateral for Series 2010-1 Notes	68
Section 2.13.	Subordination of Class B Notes	69
ARTICLE III	AMORTIZATION EVENTS	69
ARTICLE IV	RESERVED	72
ARTICLE V	FORM OF SERIES 2010-1 NOTES	72
Section 5.1.	Issuance of the Series 2010-1 Notes	72
Section 5.2.	Restricted Global Notes	72
Section 5.3.	Regulation S Global Notes and Unrestricted Global Notes	72
Section 5.4.	Transfer Restrictions	73
Section 5.5.	Definitive Notes	78
Section 5.6.	Series 2010-1 Notes Held by HVF	78
ARTICLE VI	GENERAL	78
Section 6.1.	Optional Redemption of Series 2010-1 Notes	78

i

TABLE OF CONTENTS

(continued)

		Page
Section 6.2.	Information	79
Section 6.3.	Exhibits	82
Section 6.4.	Ratification of Base Indenture	83
Section 6.5.	Notice to Rating Agencies	83
Section 6.6.	Third Party Beneficiary	83
Section 6.7.	Counterparts	83
Section 6.8.	Governing Law	83
Section 6.9.	Amendments	83
Section 6.10.	Termination of Series Supplement	83
Section 6.11.	Discharge of Indenture	84
Section 6.12.	Noteholder Consents	84
Section 6.13.	Confidential Information	84
Section 6.14.	Trustee Has No Duty to Monitor Manufacturer Ratings	85

ii

TABLE OF CONTENTS

(continued)

		Page
EXHIBITS
Exhibit A-1-1:	Form of Restricted Global Class A-1 Note
Exhibit A-1-2:	Form of Regulation S Global Class A-1 Note
Exhibit A-1-3:	Form of Unrestricted Global Class A-1 Note
Exhibit A-2-1:	Form of Restricted Global Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Class A-2 Note
Exhibit A-3-1:	Form of Restricted Global Class A-3 Note
Exhibit A-3-2:	Form of Regulation S Global Class A-3 Note
Exhibit A-3-3:	Form of Unrestricted Global Class A-3 Note
Exhibit A-4-1:	Form of Restricted Global Class B-1 Note
Exhibit A-4-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-4-3:	Form of Unrestricted Global Class B-1 Note
Exhibit A-5-1:	Form of Restricted Global Class B-2 Note
Exhibit A-5-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-5-3:	Form of Unrestricted Global Class B-2 Note
Exhibit A-6-1:	Form of Restricted Global Class B-3 Note
Exhibit A-6-2:	Form of Regulation S Global Class B-3 Note
Exhibit A-6-3:	Form of Unrestricted Global Class B-3 Note
Exhibit B:	Form of Series 2010-1 Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D:	Form of Series 2010-1 Letter of Credit Reduction Notice
Exhibit E:	Reserved
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2010-1 Demand Note
Exhibit I:	Form of Demand Notice
Exhibit J:	Form of Supplemental Indenture to Base Indenture
Exhibit K:	Form of Amendment to Collateral Agency Agreement
Exhibit L:	Form of Amendment to HGI Purchase Agreement
Exhibit M:	Form of Amendment to HVF Lease

iii

SERIES 2010-1 SUPPLEMENT dated as of July 22, 2010 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York 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 Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

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

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement and such Series of Notes shall be designated as Series 2010-1 Rental Car Asset Backed Notes.  On the Series 2010-1 Closing Date, six classes of Series 2010-1 Notes shall be issued: the first of which shall be designated as the Series 2010-1 2.60% Rental Car Asset Backed Notes, Class A-1, and referred to herein as the Class A-1 Notes, the second of which shall be designated as the Series 2010-1 3.74% Rental Car Asset Backed Notes, Class A-2, and referred to herein as the Class A-2 Notes, the third of which shall be designated as the Series 2010-1 4.73% Rental Car Asset Backed Notes, Class A-3, and referred to herein as the Class A-3 Notes, the fourth of which shall be designated as the Series 2010-1 5.02% Rental Car Asset Backed Notes, Class B-1, and referred to herein as the Class B-1 Notes, the fifth of which shall be designated as the Series 2010-1 5.70% Rental Car Asset Backed Notes, Class B-2, and referred to herein as the Class B-2 Notes and the sixth of which shall be designated as the Series 2010-1 6.44% Rental Car Asset Backed Notes, Class B-3, and referred to herein as the Class B-3 Notes.  The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes are referred to herein collectively as the ClassA Notes. The Class B-1 Notes, the Class B-2 Notes and the Class B-3 Notes are referred to herein collectively as the Class B Notes.

The Class A Notes together with the Class B Notes are referred to herein collectively as the Series 2010-1 Notes.  The Series 2010-1 Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Series 2010-1 Notes shall be deposited in the Series 2010-1 Excess Collection Account on the Series 2010-1 Closing Date and applied in accordance with this Series Supplement.

ARTICLE I

DEFINITIONS

(a)           All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture.  Any capitalized term defined herein which also has a meaning assigned to it in the Definitions List to the Base Indenture shall have the meaning given to such term herein.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2010-1 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2010-1 Supplement” shall mean the Base Indenture, as supplemented hereby.

(b)           The following words and phrases shall have the following meanings with respect to the Series 2010-1 Notes (whether such words and phrases are used in this Series Supplement, the Base Indenture or any Related Document) and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

“Adjusted Aggregate Asset Amount” means, as of any date of determination, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2010-1 Collection Account and available for reduction of the Series 2010-1 Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2010-1 Excess Collection Account, in each case as of such date.

“Aggregate BMW/Lexus/Mercedes/Audi Amount” means, as of any date of determination, the sum of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount, in each case as of such date.

“Aggregate Kia/Subaru/Hyundai Amount” means, as of any date of determination, the sum of the Kia Amount, the Subaru Amount and the Hyundai Amount, in each case as of such date.

“Applicable Procedures” has the meaning specified in Section 5.1 of this Series Supplement.

2

“Audi Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Audi as of such date.

“Bankrupt Manufacturer” means, as of any day, each Manufacturer for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Bankrupt Manufacturer Vehicle Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Eligible Program Vehicle Amounts and the Manufacturer Non-Eligible Vehicle Amounts for all Bankrupt Manufacturers as of such date.

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“BMW Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to BMW as of such date.

“BNY” means The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, and its successors and assigns.

“Capped Category 2 Manufacturer Program Vehicle Percentage” means, as of any date of determination, the lesser of (i) the Category 2 Manufacturer Program Vehicle Percentage as of such date and (ii) 10%.

“Category 1 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided, that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require the exclusion of such Manufacturer from this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa2” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or

3

downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

“Category 1 Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 1 Manufacturers as of such date.

“Category 1 Manufacturer Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 1 Manufacturer Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 1 Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Non-Eligible Program Vehicle Amounts for all Category 1 Manufacturers as of such date.

“Category 1 Manufacturer Non-Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 1 Manufacturer Non-Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 2 Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term unsecured debt rating of at least “Baa3” from Moody’s, but which does not have a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) (x) a Manufacturer is downgraded by Moody’s to a rating that would require inclusion of such Manufacturer in this definition and (y) prior to such downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa2” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee notifies the Servicer of such downgrade or (b) (x) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require the exclusion of such Manufacturer from this definition and (y) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 2 Manufacturer, then such Manufacturer shall be deemed to be rated “Baa3” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual

4

knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

“Category 2 Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 2 Manufacturers as of such date.

“Category 2 Manufacturer Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 2 Manufacturer Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 2 Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, the sum of the Manufacturer Non-Eligible Program Vehicle Amounts for all Category 2 Manufacturers as of such date.

“Category 2 Manufacturer Non-Eligible Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Category 2 Manufacturer Non-Eligible Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Category 2 Manufacturer Program Vehicle Percentage” means, as of any date of determination, the sum of (i) the Category 2 Manufacturer Eligible Program Vehicle Percentage as of such date and (ii) the Category 2 Manufacturer Non-Eligible Program Vehicle Percentage as of such date.

“Category 3 Manufacturer” means, as of any date of determination, each Eligible Manufacturer that as of such date (i) is not a Bankrupt Manufacturer and (ii) does not have a long-term unsecured debt rating of at least “Baa3” from Moody’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require inclusion of such Manufacturer in this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Category 1 Manufacturer or a Category 2 Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa3” by Moody’s for a period of thirty (30) days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade and (ii) the date on which the Trustee notifies the Servicer of such withdrawal or downgrade.

5

“Chrysler Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Chrysler as of such date.

“Class” means a class of the Series 2010-1 Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B-1 Notes, the Class B-2 Notes or the Class B-3 Notes.

“Class A Controlled Distribution Amount” means a Class A-1 Controlled Distribution Amount, a Class A-2 Controlled Distribution Amount or a Class A-3 Controlled Distribution Amount, as the context may require.

“Class A Deficiency Amount” means a Class A-1 Deficiency Amount, a Class A-2 Deficiency Amount or a Class A-3 Deficiency Amount, as the context may require.

“Class A Global Note” means a Class A Note that is a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Class A Monthly Interest” means, with respect to any Series 2010-1 Interest Period, the sum of the Class A-1 Monthly Interest, the Class A-2 Monthly Interest and the Class A-3 Monthly Interest for such Series 2010-1 Interest Period.

“Class A Note Owner” means, with respect to any Class A Note that is a Class A Global Note, any Person who is a beneficial owner of an interest in such Class A 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).

“Class A Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate or the Class A-3 Note Rate, as the context may require.

“Class A Noteholders” means, collectively, the Class A-1 Noteholders, the Class A-2 Noteholders and the Class A-3 Noteholders.

“Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

“Class A Principal Amount” means, as of any date of determination, the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount and the Class A-3 Principal Amount, in each case as of such date.

“Class A Total Monthly Interest” means, for each Payment Date, the sum of (A) the Class A-1 Monthly Interest with respect to the related Series 2010-1 Interest Period, (B) the Class A-2 Monthly Interest with respect to the related Series 2010-1 Interest Period, (C) the Class A-3 Monthly Interest with respect to the related Series

6

2010-1 Interest Period, and (D) an amount equal to the aggregate amount of any unpaid Class A Deficiency Amounts after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts at the applicable Class A Note Rate).

“Class A-1 Carryover Controlled Amortization Amount” means, with respect to the Class A-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-1 Controlled Distribution Amount was less than the Class A-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class A-1 Carryover Controlled Amortization Amount will be zero.

“Class A-1 Controlled Amortization Amount” means, for any Related Month, $37,500,000.00.

“Class A-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-1 Controlled Amortization Amount for such Related Month and any Class A-1 Carryover Controlled Amortization Amount for such Related Month.

“Class A-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-1 Initial Principal Amount” means the aggregate initial principal amount of the Class A-1 Notes, which is $225,000,000.

“Class A-1 Monthly Interest” means, (a) with respect to the initial Series 2010-1 Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate, (ii) the Class A-1 Initial Principal Amount and (iii) 34/360 and (b) with respect to each Series 2010-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class A-1 Note Rate and (ii) the Class A-1 Principal Amount on the first day of such Series 2010-1 Interest Period, after giving effect to any principal payments made on such date.

“Class A-1 Note Rate” means 2.60% per annum.

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Notes” means any one of the Series 2010-1 2.60% Rental Car Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit A-1-2 or Exhibit A-1-3 to this Series Supplement.

7

“Class A-1 Principal Amount” means when used with respect to any date, an amount equal to (a) the Class A-1 Initial Principal Amount minus (b) the amount of principal payments made to the Class A-1 Noteholders on or prior to such date minus (c) the principal amount of any Class A-1 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class A-1 Note was issued on or prior to such date.

“Class A-2 Carryover Controlled Amortization Amount” means, with respect to the Class A-2 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-2 Controlled Distribution Amount was less than the Class A-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class A-2 Carryover Controlled Amortization Amount will be zero.

“Class A-2 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Five-Year Notes Controlled Amortization Period, $54,166,666.67 and (ii) for the last Related Month during the Five-Year Notes Controlled Amortization Period, $54,166,666.65.

“Class A-2 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-2 Controlled Amortization Amount for such Related Month and any Class A-2 Carryover Controlled Amortization Amount for such Related Month.

“Class A-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-2 Initial Principal Amount” means the aggregate initial principal amount of the Class A-2 Notes, which is $325,000,000.

“Class A-2 Monthly Interest” means, (a) with respect to the initial Series 2010-1 Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate, (ii) the Class A-2 Initial Principal Amount and (iii) 34/360 and (b) with respect to each Series 2010-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class A-2 Note Rate and (ii) the Class A-2 Principal Amount on the first day of such Series 2010-1 Interest Period, after giving effect to any principal payments made on such date.

“Class A-2 Note Rate” means 3.74% per annum.

“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.

8

“Class A-2 Notes” means any one of the Series 2010-1 3.74% Rental Car Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3 to this Series Supplement.

“Class A-2 Principal Amount” means when used with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b) the amount of principal payments made to the Class A-2 Noteholders on or prior to such date minus (c) the principal amount of any Class A-2 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class A-2 Note was issued on or prior to such date.

“Class A-3 Carryover Controlled Amortization Amount” means, with respect to the Class A-3 Notes for any Related Month during the Seven-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-3 Controlled Distribution Amount was less than the Class A-3 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Seven-Year Notes Controlled Amortization Period, the Class A-3 Carryover Controlled Amortization Amount will be zero.

“Class A-3 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Seven-Year Notes Controlled Amortization Period, $16,666,666.67 and (ii) for the last Related Month during the Seven-Year Notes Controlled Amortization Period, $16,666,666.65.

“Class A-3 Controlled Distribution Amount” means, with respect to any Related Month during the Seven-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-3 Controlled Amortization Amount for such Related Month and any Class A-3 Carryover Controlled Amortization Amount for such Related Month.

“Class A-3 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-3 Initial Principal Amount” means the aggregate initial principal amount of the Class A-3 Notes, which is $100,000,000.

“Class A-3 Monthly Interest” means, (a) with respect to the initial Series 2010-1 Interest Period, an amount equal to the product of (i) the Class A-3 Note Rate, (ii) the Class A-3 Initial Principal Amount and (iii) 34/360 and (b) with respect to each Series 2010-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class A-3 Note Rate and (ii) the Class A-3 Principal Amount on the first day of such Series 2010-1 Interest Period, after giving effect to any principal payments made on such date.

9

“Class A-3 Note Rate” means 4.73% per annum.

“Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.

“Class A-3 Notes” means any one of the Series 2010-1 4.73% Rental Car Asset Backed Notes, Class A-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2 or Exhibit A-3-3 to this Series Supplement.

“Class A-3 Principal Amount” means when used with respect to any date, an amount equal to (a) the Class A-3 Initial Principal Amount minus (b) the amount of principal payments made to the Class A-3 Noteholders on or prior to such date minus (c) the principal amount of any Class A-3 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class A-3 Note was issued on or prior to such date.

“Class B Controlled Distribution Amount” means a Class B-1 Controlled Distribution Amount, a Class B-2 Controlled Distribution Amount or a Class B-3 Controlled Distribution Amount, as the context may require.

“Class B Deficiency Amount” means a Class B-1 Deficiency Amount, a Class B-2 Deficiency Amount or a Class B-3 Deficiency Amount, as the context may require.

“Class B Global Note” means a Class B Note that is a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Class B Monthly Interest” means, with respect to any Series 2010-1 Interest Period, the sum of the Class B-1 Monthly Interest, the Class B-2 Monthly Interest and the Class B-3 Monthly Interest for such Series 2010-1 Interest Period.

“Class B Note Owner” means, with respect to any Class B Note that is a Class B Global Note, any Person who is a beneficial owner of an interest in such Class B 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).

“Class B Note Rate” means the Class B-1 Note Rate, the Class B-2 Note Rate or the Class B-3 Note Rate, as the context may require.

“Class B Noteholders” means, collectively, the Class B-1 Noteholders, the Class B-2 Noteholders and the Class B-3 Noteholders.

“Class B Notes” means, collectively, the Class B-1 Notes, the Class B-2 Notes and the Class B-3 Notes.

10

“Class B Principal Amount” means, as of any date of determination, the sum of the Class B-1 Principal Amount, the Class B-2 Principal Amount and the Class B-3 Principal Amount, in each case as of such date.

“Class B Total Monthly Interest” means, for each Payment Date, the sum of (A) the Class B-1 Monthly Interest with respect to the related Series 2010-1 Interest Period, (B) the Class B-2 Monthly Interest with respect to the related Series 2010-1 Interest Period, (C) the Class B-3 Monthly Interest with respect to the related Series 2010-1 Interest Period, and (D) an amount equal to the aggregate amount of any unpaid Class B Deficiency Amounts after giving effect to all payments made on the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts at the applicable Class B Note Rate).

“Class B-1 Carryover Controlled Amortization Amount” means, with respect to the Class B-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the lesser of (x) the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount and the Class B-1 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-1 Controlled Distribution Amount for the previous Related Month and the Class B-1 Controlled Distribution Amount for the previous Related Month and (y) the Class B-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class B-1 Carryover Controlled Amortization Amount will be zero.

“Class B-1 Controlled Amortization Amount” means, for any Related Month, $5,760,000.00.

“Class B-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-1 Controlled Amortization Amount for such Related Month and any Class B-1 Carryover Controlled Amortization Amount for such Related Month.

“Class B-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-1 Initial Principal Amount” means the aggregate initial principal amount of the Class B-1 Notes, which is $34,560,000.

“Class B-1 Monthly Interest” means, (a) with respect to the initial Series 2010-1 Interest Period, an amount equal to the product of (i) the Class B-1 Note Rate, (ii) the Class B-1 Initial Principal Amount and (iii) 34/360 and (b) with respect to each Series 2010-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class B-1 Note Rate and (ii) the Class B-1 Principal Amount on the first day of such

11

Series 2010-1 Interest Period, after giving effect to any principal payments made on such date.

“Class B-1 Noteholder” means the Person in whose name a Class B-1 Note is registered in the Note Register.

“Class B-1 Note Rate” means 5.02% per annum.

“Class B-1 Notes” means any one of the Series 2010-1 5.02% Rental Car Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2 or Exhibit A-4-3 to this Series Supplement.

“Class B-1 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-1 Initial Principal Amount minus (b) the amount of principal payments made to Class B-1 Noteholders on or prior to such date minus (c) the principal amount of any Class B-1 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class B-1 Note was issued on or prior to such date.

“Class B-2 Carryover Controlled Amortization Amount” means, with respect to the Class B-2 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the lesser of (x) the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-2 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-2 Controlled Distribution Amount for the previous Related Month and the Class B-2 Controlled Distribution Amount for the previous Related Month and (y) the Class B-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class B-2 Carryover Controlled Amortization Amount will be zero.

“Class B-2 Controlled Amortization Amount” means, for any Related Month, $8,320,000.00.

“Class B-2 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-2 Controlled Amortization Amount for such Related Month and any Class B-2 Carryover Controlled Amortization Amount for such Related Month.

“Class B-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-2 Initial Principal Amount” means the aggregate initial principal amount of the Class B-2 Notes, which is $49,920,000.

12

“Class B-2 Monthly Interest” means, (a) with respect to the initial Series 2010-1 Interest Period, an amount equal to the product of (i) the Class B-2 Note Rate, (ii) the Class B-2 Initial Principal Amount and (iii) 34/360 and (b) with respect to each Series 2010-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class B-2 Note Rate and (ii) the Class B-2 Principal Amount on the first day of such Series 2010-1 Interest Period, after giving effect to any principal payments made on such date.

“Class B-2 Noteholder” means the Person in whose name a Class B-2 Note is registered in the Note Register.

“Class B-2 Note Rate” means 5.70% per annum.

“Class B-2 Notes” means any one of the Series 2010-1 5.70% Rental Car Asset Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-5-1, Exhibit A-5-2 or Exhibit A-5-3 to this Series Supplement.

“Class B-2 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-2 Initial Principal Amount minus (b) the amount of principal payments made to Class B-2 Noteholders on or prior to such date minus (c) the principal amount of any Class B-2 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class B-2 Note was issued on or prior to such date.

“Class B-3 Carryover Controlled Amortization Amount” means, with respect to the Class B-3 Notes for any Related Month during the Seven-Year Notes Controlled Amortization Period, the lesser of (x) the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-3 Controlled Distribution Amount and the Class B-3 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-3 Controlled Distribution Amount for the previous Related Month and the Class B-3 Controlled Distribution Amount for the previous Related Month and (y) the Class B-3 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Seven-Year Notes Controlled Amortization Period, the Class B-3 Carryover Controlled Amortization Amount will be zero.

“Class B-3 Controlled Amortization Amount” means, for any Related Month, $2,560,000.00.

“Class B-3 Controlled Distribution Amount” means, with respect to any Related Month during the Seven-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-3 Controlled Amortization Amount for such Related Month and any Class B-3 Carryover Controlled Amortization Amount for such Related Month.

13

“Class B-3 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-3 Initial Principal Amount” means the aggregate initial principal amount of the Class B-3 Notes, which is $15,360,000.

“Class B-3 Monthly Interest” means, (a) with respect to the initial Series 2010-1 Interest Period, an amount equal to the product of (i) the Class B-3 Note Rate, (ii) the Class B-3 Initial Principal Amount and (iii) 34/360 and (b) with respect to each Series 2010-1 Interest Period thereafter, an amount equal to the product of (i) one-twelfth of the Class B-3 Note Rate and (ii) the Class B-3 Principal Amount on the first day of such Series 2010-1 Interest Period, after giving effect to any principal payments made on such date.

“Class B-3 Noteholder” means the Person in whose name a Class B-3 Note is registered in the Note Register.

“Class B-3 Note Rate” means 6.44% per annum.

“Class B-3 Notes” means any one of the Series 2010-1 6.44% Rental Car Asset Backed Notes, Class B-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-6-1, Exhibit A-6-2 or Exhibit A-6-3 to this Series Supplement.

“Class B-3 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-3 Initial Principal Amount minus (b) the amount of principal payments made to Class B-3 Noteholders on or prior to such date minus (c) the principal amount of any Class B-3 Notes that have been delivered to the Trustee for cancellation pursuant to the Base Indenture and for which no replacement Class B-3 Note was issued on or prior to such date.

“Confirmation Condition” means, with respect to a Manufacturer that is the subject of an Event of Bankruptcy that is a proceeding under Chapter 11 of the Bankruptcy Code to reorganize (the “Proceeding”), a condition that is satisfied upon entry and during the effectiveness of an order by the bankruptcy court having jurisdiction over the Proceeding approving (i) (A) assumption under Section 365 of the Bankruptcy Code by the Manufacturer, or trustee in bankruptcy on its behalf, of its Manufacturer Program (and all related Assignment Agreements), (B) at the time of such assumption, payment of all amounts due and payable by the Manufacturer to HVF or any of its Affiliates under its Manufacturer Program, and (C) all actions and payments necessary to cure all existing defaults by the Manufacturer with respect to HVF or any of its Affiliates under the Manufacturer Program to the date of effectiveness of such order, or (ii) (A) execution, delivery and performance by the Manufacturer of (x) a new post-petition Manufacturer Program under which HVF is an eligible fleet purchaser and having substantially the same terms and covering HVF Vehicles with substantially the same characteristics as the Manufacturer Program in effect on the date the Proceeding was

14

commenced and (y) new Assignment Agreements effecting the assignment of the benefits of such new Manufacturer Program from HVF to the Collateral Agent acknowledged by such Manufacturer, (B) payment of all amounts due and payable by such Manufacturer to HVF or any of its Affiliates under the Manufacturer Program in effect on the date the Proceeding was commenced at the time of the execution and delivery of the new post-petition Manufacturer Program, and (C) all actions and payments necessary to cure all existing defaults by the Manufacturer with respect to HVF or any of its Affiliates under the Manufacturer Program in effect on the date the Proceeding was commenced to the date of effectiveness of such order, and in each case described in clause (i) or (ii) above, the actions and payments in subclauses (B) and (C) of each such clause have been taken or made.

“Demand Notice” has the meaning specified in Section 2.5(b)(ii) of this Series Supplement.

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer

15

Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Excluded Redesignated Vehicle” means each HVF Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and from the date such HVF Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such HVF Vehicle.

“Financial Assets” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Five-Year Notes” means collectively, the Class A-2 Notes and the Class B-2 Notes.

“Five-Year Notes Controlled Amortization Period” means the period commencing at the close of business on July 31, 2015 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2010-1 Rapid Amortization Period and (ii) the date on which the Five-Year Notes are paid in full.

“Five-Year Notes Expected Final Payment Date” means the February 2016 Payment Date.

“Five-Year Notes Legal Final Payment Date” means the February 2017 Payment Date.

“Fleet Equity Amount” has the meaning specified in the Ford Letter of Credit Facility Agreement.

“Fleet Equity Condition” means, as of any date of determination, a condition that is satisfied if the Fleet Equity Amount as of such date equals or exceeds the Required Minimum Fleet Equity Amount as of such date.

“Ford Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Ford as of such date.

“Ford Letter of Credit Facility Agreement” means that certain Letter of Credit Facility Agreement, dated as of December 21, 2005, by and among Hertz, HVF, and Ford, as amended, modified, restated, or supplemented from time to time

16

“Ford LOC Exposure Amount” has the meaning specified in the Ford Letter of Credit Facility Agreement.

“GM Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to GM as of such date.

“Honda Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Honda as of such date.

“HVF Service Vehicle Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to HVF Service Vehicles as of such date.

“HVF Service Vehicles” means, an HVF Vehicle used by Hertz’s employees, or to the extent permitted under the HVF Lease, employees of Hertz Equipment Rental Corporation.

“Hyundai Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Hyundai as of such date.

“Inclusion Date” means, with respect to any HVF Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is 30 days after the earlier of (i) the date such HVF Vehicle became a Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such HVF Vehicle first occurred.

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF.

“Ineligible Receivable Manufacturer” means a Manufacturer that is either a Category 2 Manufacturer, a Category 3 Manufacturer, or a Bankrupt Manufacturer.

“Jaguar Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Jaguar as of such date.

17

“Kia Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Kia as of such date.

“Land Rover Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Land Rover as of such date.

“Lexus Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Lexus as of such date.

“Lease Payment Deficit Notice” has the meaning specified in Section 2.3(c) of this Series Supplement.

“Legal Final Payment Date” means the Three-Year Notes Legal Final Payment Date, the Five-Year Notes Legal Final Payment Date or the Seven-Year Notes Legal Final Payment Date, as the context may require.

“Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with

18

respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer under this Series Supplement.

“Manufacturer Non-Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the portion of the Manufacturer Non-Eligible Vehicle Amount for such Manufacturer as of such date allocable to or arising from Non-Eligible Program Vehicles.

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible

19

Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer under this Series Supplement.

“Market Value Average” means, as of any day on or after the third Determination Date, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the average of the Non-Program Fleet Market Value as of such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of the Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of such preceding Determination Date and the two Determination Dates precedent thereto.

“Mazda Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Mazda as of such date.

“Mercedes Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Mercedes as of such date.

“Mitsubishi Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Mitsubishi as of such date.

“Monthly Total Principal Allocation” means for any Related Month or Series 2010-1 Rapid Amortization Principal Collection Period, the total of (i) all Series 2010-1 Principal Allocations with respect to such Related Month or Series 2010-1 Rapid Amortization Principal Collection Period, as applicable, plus (ii) any amounts deposited in the Series 2010-1 Collection Account during the Series 2010-1 Controlled Amortization Period after the payment of all required interest payments pursuant to Section 2.3(h)(iv)(B) of this Series Supplement, and minus (iii) any amounts deposited in

20

the Series 2010-1 Accrued Interest Account during the Series 2010-1 Rapid Amortization Period pursuant to Section 2.2(c)(ii) of this Series Supplement.

“New York UCC” has the meaning specified in Section 2.10(a) of this Series Supplement.

“Nissan Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Nissan as of such date.

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all HVF Vehicles that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

21

“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles as of such date under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

“Non-Program Vehicle Amount” means, as of any date of determination, an amount equal to the portion of the Non-Eligible Vehicle Amount as of such date allocable to or arising from Non-Program Vehicles.

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or

22

payable in respect of all Non-Program Vehicles (other than any Non-Program Vehicles that are returned to a Manufacturer pursuant to a Manufacturer Program in accordance with Section 2.5(b) of the HVF Lease) that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

“Non-Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Non-Program Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and any HVF Exchange Account, in each case as of such date.

“Outstanding” means with respect to the Series 2010-1 Notes, all Series 2010-1 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2010-1 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2010-1 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2010-1 Distribution Account and are available for payment of such Series 2010-1 Notes, and Series 2010-1 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2010-1 Notes in exchange for or in lieu of other Series 2010-1 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2010-1 Notes are held by a purchaser for value.

“Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“QIB” has the meaning specified in Section 5.1 of this Series Supplement.

“Rating Agencies” means, with respect to the Series 2010-1 Notes, Moody’s and any other nationally recognized rating agency rating the Series 2010-1 Notes at the request of HVF.

“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6 thereof; provided that for the avoidance of doubt, if a Redesignated Vehicle is subsequently redesignated as a Program Vehicle pursuant to Section 2.6 of the HVF Lease, such Vehicle shall no longer constitute a Redesignated Vehicle following such subsequent redesignation.

23

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning specified in Section 5.3 of this Series Supplement.

“Required Controlling Class Series 2010-1 Noteholders” means (i) for so long as any Class A Notes are Outstanding, Class A Noteholders holding more than 50% of the Class A Principal Amount and (ii) if no Class A Notes are Outstanding, Class B Noteholders holding more than 50% of the Class B Principal Amount.

“Required Minimum Fleet Equity Amount” has the meaning specified in the Ford Letter of Credit Facility Agreement.

“Required Noteholders” means, Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount, excluding any Series 2010-1 Notes held by HVF or any Affiliate of HVF (other than an Affiliate Issuer so long as such Affiliate Issuer has assigned all voting, consent, and control rights associated with such Series 2010-1 Notes to Persons that are not Affiliates of HVF); provided that any action pursuant to Section 8.11, Article IX, Section 10.1(h) or Section 10.2(f) of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 2010-1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 2010-1 Noteholders.

“Restricted Global Notes” has the meaning specified in Section 5.2 of this Series Supplement.

“Restricted Notes” means the Restricted Global Notes, and all other Series 2010-1 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Article V of this Series Supplement.

“Restricted Period” means, with respect to any Series 2010-1 Notes, the period commencing on the Series 2010-1 Closing Date and ending on the 40th day after Series 2010-1 Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Senior Credit Facilities” means Hertz’s (a) senior secured asset based revolving loan facility, provided under a credit agreement, dated as of December 21, 2005, among Hertz Equipment Rental Corporation, the Servicer together with certain of Hertz’s Canadian subsidiaries, the several lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Deutsche Bank AG, Canada Branch, as Canadian agent and Canadian collateral agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent (as it may be

24

amended, amended and restated, supplemented or otherwise modified (including as amended by that certain Amendment to Credit Agreement, dated as of June 30, 2006, that certain Second Amendment to Credit Agreement, dated as of February 15, 2007, that certain Third Amendment to Credit Agreement, dated as of May 23, 2007 and that certain Fourth Amendment to Credit Agreement, dated as of September 30, 2007)), (b) senior secured term loan facility, provided under a credit agreement, dated as of December 21, 2005, among Hertz, the several lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent (as it may be amended, amended and restated, supplemented or otherwise modified (including as amended by that certain Amendment to Credit Agreement, dated as of June 30, 2006, that certain Second Amendment to Credit Agreement, dated as of February 9, 2007, that certain Third Amendment to Credit Agreement, dated as of May 23, 2007, and that certain Fourth Amendment to Credit Agreement, dated as of March 31, 2009)), and (c) any successor or replacement credit facility to the senior secured asset based revolving loan facility or senior secured term loan facility described in clauses (a) and (b)).

“Series 2010-1 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2010-1 Notes as of such date and (ii) the product of (A) the Indenture Carrying Charges payable on the next succeeding Payment Date times (B) the Series 2010-1 Percentage as of such date of determination.

“Series 2010-1 Accrued Interest Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2010-1 Adjusted Enhancement Amount” means, as of any date of determination, the Series 2010-1 Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Series 2010-1 Letter of Credit if at the time of such calculation (A) such Series 2010-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2010-1 Letter of Credit Provider of such Series 2010-1 Letter of Credit, (C) such Series 2010-1 Letter of Credit Provider shall have repudiated such Series 2010-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Series 2010-1 Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2010-1 Letter of Credit Provider of such Series 2010-1 Letter of Credit.

“Series 2010-1 Adjusted Liquidity Amount” means, the Series 2010-1 Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Series 2010-1 Letter of Credit if at the time of such calculation (A) such Series 2010-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2010-1 Letter of Credit Provider of such Series 2010-1 Letter of Credit, (C) such Series 2010-1 Letter of Credit Provider shall have repudiated such Series 2010-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Series 2010-1

25

Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2010-1 Letter of Credit Provider of such Series 2010-1 Letter of Credit.

“Series 2010-1 Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Series 2010-1 Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2010-1 Excess Collection Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 2.2(f) of this Series Supplement) and (2) the amount of cash and Permitted Investments on deposit in the Series 2010-1 Collection Account and available for reduction of the Series 2010-1 Principal Amount, in each case as of such date.

“Series 2010-1 Asset Amount” means, as of any date of determination, the product of (i) the Series 2010-1 Invested Percentage (with respect to Principal Collections) as of such date and (ii) the Aggregate Asset Amount as of such date.

“Series 2010-1 Available Cash Collateral Account Amount” means, as of any date of determination, with respect to each Series 2010-1 Cash Collateral Account, the amount on deposit in such Series 2010-1 Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2010-1 Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Series 2010-1 Reserve Account.

“Series 2010-1 Cash Collateral Account” has the meaning specified in Section 2.8(f) of this Series Supplement.

“Series 2010-1 Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of this Series Supplement.

“Series 2010-1 Cash Collateral Account Interest and Earnings” means, with respect to a Series 2010-1 Cash Collateral Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Series 2010-1 Cash Collateral Account.

“Series 2010-1 Cash Collateral Account Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Series 2010-1 Available Cash Collateral Account Amount for all Series 2010-1 Cash Collateral Accounts as of such date and the denominator of which is the Series 2010-1 Letter of Credit Liquidity Amount as of such date.

“Series 2010-1 Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the aggregate Series 2010-1 Available Cash Collateral Account Amount for all Series 2010-1 Cash Collateral Accounts on such Payment Date and (b) the lesser of (i) the excess, if any, of the Series 2010-1 Adjusted Enhancement Amount (after giving effect to any withdrawal from the Series 2010-1 Reserve Account

26

on such Payment Date) over the Series 2010-1 Required Enhancement Amount in each case on such Payment Date and (ii) the excess, if any, of the Series 2010-1 Adjusted Liquidity Amount over the Series 2010-1 Required Liquidity Amount in each case on such Payment Date.

“Series 2010-1 Certificate of Credit Demand” means a certificate in the form of Annex A to a Series 2010-1 Letter of Credit.

“Series 2010-1 Certificate of Termination Demand” means a certificate in the form of Annex C to a Series 2010-1 Letter of Credit.

“Series 2010-1 Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Series 2010-1 Letter of Credit.

“Series 2010-1 Closing Date” means July 22, 2010.

“Series 2010-1 Collateral” means the Collateral, each Series 2010-1 Letter of Credit, the Series 2010-1 Series Account Collateral, the Series 2010-1 Cash Collateral Account Collateral, the Series 2010-1 Demand Note, the Series 2010-1 Distribution Account Collateral, and the Series 2010-1 Reserve Account Collateral.

“Series 2010-1 Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2010-1 Controlled Amortization Period” means the Three-Year Notes Controlled Amortization Period, the Five-Year Notes Controlled Amortization Period or the Seven-Year Notes Controlled Amortization Period, as the context requires.

“Series 2010-1 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

“Series 2010-1 Deposit Date” has the meaning specified in Section 2.2 of this Series Supplement.

“Series 2010-1 Deficiency Amount” means, a Class A Deficiency Amount and/or a Class B Deficiency Amount, as the context may require.

“Series 2010-1 Designated Account” has the meaning specified in Section 2.10(a) of this Series Supplement.

“Series 2010-1 Disbursement” shall mean any Series 2010-1 LOC Credit Disbursement, any Series 2010-1 LOC Termination Disbursement or any Series 2010-1 LOC Unpaid Demand Note Disbursement under the Series 2010-1 Letters of Credit or any combination thereof, as the context may require.

27

“Series 2010-1 Distribution Account” has the meaning specified in Section 2.9(a) of this Series Supplement.

“Series 2010-1 Distribution Account Collateral” has the meaning specified in Section 2.9(d) of this Series Supplement.

“Series 2010-1 Downgrade Event” has the meaning specified in Section 2.8(c) of this Series Supplement.

“Series 2010-1 Eligible Letter of Credit Provider” means a person having, at the time of the issuance of the related Series 2010-1 Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “P-1” from Moody’s.

“Series 2010-1 Enhancement Amount” means, as of any date of determination, the sum of (i) the Series 2010-1 Overcollateralization Amount as of such date, (ii) the Series 2010-1 Letter of Credit Amount as of such date and (iii) the Series 2010-1 Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2010-1 Enhancement Deficiency” means, on any day, the amount, if any, by which the Series 2010-1 Adjusted Enhancement Amount as of such day is less than the Series 2010-1 Required Enhancement Amount as of such day.

“Series 2010-1 Excess Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2010-1 Global Notes” means, collectively, the Class A Global Notes and the Class B Global Notes.

“Series 2010-1 Highest Enhancement Percentage” means, as of any date of determination, the sum of (a) 33.5% and (b) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2010-1 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2010-1 Closing Date).

“Series 2010-1 Highest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Non-Program Vehicle Percentage as of such date and (b) the Bankrupt Manufacturer Vehicle Percentage as of such date.

“Series 2010-1 Initial Purchasers” means Deutsche Bank Securities Inc., Credit Agricole Securities (USA) Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC.

28

 “Series 2010-1 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 2010-1 Interest Period shall commence on and include the Series 2010-1 Closing Date and end on and include August 24, 2010.

“Series 2010-1 Intermediate Enhancement Percentage” means, as of any date of determination, 33.5%.

“Series 2010-1 Intermediate Enhancement Vehicle Percentage” means, as of any date of determination, the excess of (i) 100% over (ii) the sum of (x) the Series 2010-1 Lowest Enhancement Vehicle Percentage as of such date and (y) the Series 2010-1 Highest Enhancement Vehicle Percentage as of such date.

“Series 2010-1 Invested Percentage” means, on any date of determination:

(a)when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be equal to the Series 2010-1 Required Asset Amount, determined (x) during the Series 2010-1 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2010-1 Closing Date, on the Series 2010-1 Closing Date), or (y) during the Series 2010-1 Controlled Amortization Period and the Series 2010-1 Rapid Amortization Period as of the last day of the Series 2010-1 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2010-1 Closing Date, as of the Series 2010-1 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

(b)when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Series 2010-1 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

“Series 2010-1 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2010-1 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF 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 which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2010-1 Accrued Interest Account from but excluding the preceding Payment Date to and including such Payment Date.

29

“Series 2010-1 Lease Payment Deficit” means either a Series 2010-1 Lease Interest Payment Deficit or a Series 2010-1 Lease Principal Payment Deficit.

“Series 2010-1 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 2010-1 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2010-1 Distribution Account pursuant to Section 2.5(b)(iv) of this Series Supplement on such preceding Payment Date on account of such Series 2010-1 Lease Principal Payment Deficit.

“Series 2010-1 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2010-1 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2010-1 Lease Principal Payment Carryover Deficit for such Payment Date.

“Series 2010-1 Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B to this Series Supplement, issued by a Series 2010-1 Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2010-1 Noteholders; provided that any Series 2010-1 Letter of Credit issued after the Series 2010-1 Closing Date that is not in a form substantially similar to a Series 2010-1 Letter of Credit in effect on the Series 2010-1 Closing Date shall be subject to satisfaction of the Series 2010-1 Rating Agency Condition.

“Series 2010-1 Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under all Series 2010-1 Letters of Credit, as specified therein, and (ii) if any Series 2010-1 Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the aggregate Series 2010-1 Available Cash Collateral Account Amount for all such Series 2010-1 Cash Collateral Accounts on such date and (b) the outstanding principal amount of the Series 2010-1 Demand Note on such date.

“Series 2010-1 Letter of Credit Expiration Date” means, with respect to any Series 2010-1 Letter of Credit, the expiration date set forth in such Series 2010-1 Letter of Credit, as such date may be extended in accordance with the terms of such Series 2010-1 Letter of Credit.

“Series 2010-1 Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Series 2010-1 Letter of Credit, as specified therein, and (b) if any Series 2010-1 Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the aggregate Series 2010-1 Available Cash Collateral Account Amount for all such Series 2010-1 Cash Collateral Accounts on such date.

“Series 2010-1 Letter of Credit Provider” means the issuer of a Series 2010-1 Letter of Credit.

30

“Series 2010-1 Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Series 2010-1 Letter of Credit Provider for draws under its Series 2010-1 Letter of Credit, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Series 2010-1 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a) through (g) of Article III of this Series Supplement continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided however, that if (i) within such thirty (30) day period, such Amortization Event with respect to the Series 2010-1 Notes has been cured and (ii) the Trustee has received from the Required Noteholders with respect to the Series 2010-1 Notes a waiver of the occurrence of such Series 2010-1 Limited Liquidation Event of Default, then such event or condition shall no longer constitute a Series 2010-1 Limited Liquidation Event of Default.

“Series 2010-1 Liquidity Amount” means, as of any date of determination, the sum of (a) the Series 2010-1 Letter of Credit Liquidity Amount on such date and (b) the Series 2010-1 Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Series 2010-1 Liquidity Deficiency” means, as of any date of determination, the amount, if any, by which the Series 2010-1 Adjusted Liquidity Amount is less than the Series 2010-1 Required Liquidity Amount,in each case as of such date.

 “Series 2010-1 LOC Credit Disbursement” means an amount drawn under a Series 2010-1 Letter of Credit pursuant to a Series 2010-1 Certificate of Credit Demand.

 “Series 2010-1 LOC Termination Disbursement” means an amount drawn under a Series 2010-1 Letter of Credit pursuant to a Series 2010-1 Certificate of Termination Demand.

“Series 2010-1 LOC Unpaid Demand Note Disbursement” means an amount drawn under a Series 2010-1 Letter of Credit pursuant to a Series 2010-1 Certificate of Unpaid Demand Note Demand.

 “Series 2010-1 Lowest Enhancement Percentage” means, with respect to any date of determination, 25.0%.

 “Series 2010-1 Lowest Enhancement Vehicle Percentage” means, as of any date of determination, the sum of (a) the Category 1 Manufacturer Eligible Program Vehicle Percentage as of such date plus (b) the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage as of such date plus (c) the Capped Category 2 Manufacturer Program Vehicle Percentage as of such date.

31

“Series 2010-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount” means, as of any day, an amount equal to 12% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Aggregate Kia/Subaru/Hyundai Amount” means, as of any day, an amount equal to 35% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Audi Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum BMW Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Chrysler Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Ford Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum GM Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Honda Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum HVF Service Vehicle Amount” means, as of any day, an amount equal to 2% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset Amount on such day.

 “Series 2010-1 Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Kia Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Lexus Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, (x) with respect to Toyota, an amount equal to 50% of the Non-

32

Eligible Vehicle Amount and (y) with respect to any other Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

“Series 2010-1 Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Mercedes Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Nissan Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal to 100% of the Adjusted Aggregate Asset Amount.

“Series 2010-1 Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Suzuki Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Toyota Amount” means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Volkswagen Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2010-1 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2010-1 Collection Account if all payments required to have been made under the HVF Lease 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 which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2010-1 Collection Account (without giving effect to any amounts deposited into the Series 2010-1 Accrued Interest Account pursuant to the proviso in Section 2.2(c)(ii) of this Series

33

Supplement) from but excluding the preceding Payment Date to and including such Payment Date.

“Series 2010-1 Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-3 Note Rate, the Class B-1 Note Rate, the Class B-2 Note Rate and/or the Class B-3 Note Rate, as the context may require.

“Series 2010-1 Noteholders” means collectively, the Class A Noteholders and the Class B Noteholders.

“Series 2010-1 Notes” means collectively, the Class A Notes and the Class B Notes.

“Series 2010-1 Note Owner” means any Class A Note Owner or any Class B Note Owner.

“Series 2010-1 Notice of Reduction” means a notice in the form of Annex E to a Series 2010-1 Letter of Credit.

“Series 2010-1 Overcollateralization Amount” means, as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Series 2010-1 Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Series 2010-1 Asset Amount over the Series 2010-1 Adjusted Principal Amount as of such date.

“Series 2010-1 Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“Series 2010-1 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2010-1 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

“Series 2010-1 Principal Allocation” has the meaning specified in Section 2.2 (a)(ii) of this Series Supplement.

“Series 2010-1 Principal Amount” means, as of any date of determination, the sum of the Class A Principal Amount and the Class B Principal Amount, in each case, as of such date.

“Series 2010-1 Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Series 2010-1 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month or, during the Series 2010-1 Rapid Amortization Period, the related Series 2010-1 Rapid Amortization Principal Collection Period) over (b) the Series 2010-1 Asset Amount on such date.

34

“Series 2010-1 Pro Rata Share” means, with respect to any Series 2010-1 Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2010-1 Letter of Credit Provider’s Series 2010-1 Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2010-1 Letters of Credit, as of such date; provided, that if such Series 2010-1 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2010-1 Letter of Credit made prior to such date, the available amount under such Series 2010-1 Letter of Credit Provider’s Series 2010-1 Letter of Credit as of such date shall be treated as reduced (for calculation purposes only) by the amount of such unpaid demand and shall not be reinstated for purposes of such calculation unless and until the date as of which such Series 2010-1 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Series 2010-1 Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Series 2010-1 Letter of Credit).

“Series 2010-1 Purchase Agreement” means that certain purchase agreement, dated July 16, 2010, among HVF, Hertz and Deutsche Bank Securities Inc. and Credit Agricole Securities (USA) Inc., as representatives of the several Series 2010-1 Initial Purchasers.

“Series 2010-1 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2010-1 Notes and ending upon the earlier to occur of (i) the date on which the Series 2010-1 Notes are paid in full and (ii) the termination of the Indenture.

“Series 2010-1 Rapid Amortization Principal Collection Period” means, with respect to any Payment Date during the Series 2010-1 Rapid Amortization Period, the period from but excluding the Determination Date immediately preceding the prior Payment Date (or, in the case of the first Payment Date during the Series 2010-1 Rapid Amortization Period, the period from and including the date of the commencement of such Series 2010-1 Rapid Amortization Period) to and including the Determination Date immediately preceding such Payment Date; provided that any Monthly Base Rent paid by the Lessee under the HVF Lease on a Payment Date during the Series 2010-1 Rapid Amortization Period shall be deemed to have been received during the Series 2010-1 Rapid Amortization Principal Collection Period with respect to such Payment Date.

“Series 2010-1 Rating Agency Condition” means, with respect to the Series 2010-1 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency then rating the Series 2010-1 Notes shall have notified HVF and the Trustee in writing that such action will not result in a reduction or withdrawal of its then-current ratings of the Series 2010-1 Notes.

35

 “Series 2010-1 Required Asset Amount” means, as of any date of determination, the sum of (i) the Series 2010-1 Adjusted Principal Amount as of such date and (ii) the Series 2010-1 Required Overcollateralization Amount as of such date.

“Series 2010-1 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2010-1 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount, in each case as of such date.

“Series 2010-1 Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of (x) the Series 2010-1 Required Enhancement Percentage as of such date and (y) the Series 2010-1 Adjusted Principal Amount as of such date and (ii) the Series 2010-1 Required Incremental Enhancement Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2010-1 Limited Liquidation Event of Default, the Series 2010-1 Required Enhancement Amount shall equal the lesser of (x) the Series 2010-1 Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Series 2010-1 Required Enhancement Percentage as of such date of determination and the Series 2010-1 Adjusted Principal Amount as of the date of the occurrence of such Series 2010-1 Limited Liquidation Event of Default and (2) the Series 2010-1 Required Incremental Enhancement Amount as of such date of determination.

“Series 2010-1 Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Series 2010-1 Lowest Enhancement Percentage as of such date and (B) the Series 2010-1 Lowest Enhancement Vehicle Percentage as of such date and (ii) the product of (A) the Series 2010-1 Intermediate Enhancement Percentage as of such date and (B) the Series 2010-1 Intermediate Enhancement Vehicle Percentage as of such date and (iii) the product of (A) the Series 2010-1 Highest Enhancement Percentage as of such date and (B) the Series 2010-1 Highest Enhancement Vehicle Percentage as of such date.

“Series 2010-1 Required Incremental Enhancement Amount” means

(i)as of the Series 2010-1 Closing Date, $0; and

(ii)as of any date thereafter on which the Series 2010-1 Adjusted Principal Amount is greater than zero, the product of (A) the Series 2010-1 Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2010-1 Maximum Non-Eligible Vehicle Amount as of such immediately preceding

36

Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2010-1 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2010-1 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2010-1 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2010-1 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2010-1 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2010-1 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2010-1 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Suzuki Amount over the Series 2010-1 Maximum Suzuki Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Volvo Amount over the Series 2010-1 Maximum Volvo Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2010-1 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2010-1 Maximum Manufacturer Non-Eligible Vehicle Amount for such Manufacturer as of such immediately preceding Business Day, (13) the excess, if any, of the Audi Amount over the Series 2010-1 Maximum Audi Amount as of such immediately preceding Business Day, (14) the excess, if any, of the BMW Amount over the Series 2010-1 Maximum BMW Amount as of such immediately preceding Business Day, (15) the excess, if any, of the Ford Amount over the Series 2010-1 Maximum Ford Amount as of such immediately preceding Business Day, (16) the excess, if any, of the Honda Amount over the Series 2010-1 Maximum Honda Amount as of such immediately preceding Business Day (17) the excess, if any, of the Lexus Amount over the Series 2010-1 Maximum Lexus Amount as of such immediately preceding Business Day, (18) the excess, if any, of the GM Amount over the Series 2010-1 Maximum GM Amount as of such immediately preceding Business Day, (19) the excess, if any, of the Mercedes Amount over the Series 2010-1 Maximum Mercedes Amount as of such immediately preceding Business Day, (20) the excess, if any, of the Chrysler Amount over the Series 2010-1 Maximum Chrysler Amount as of such immediately preceding Business Day (21) the excess, if any, of the Nissan Amount over the Series 2010-1 Maximum Nissan Amount as of such immediately preceding Business Day, (22) the excess, if any, of the Toyota Amount over the Series 2010-1 Maximum Toyota Amount as of such immediately preceding Business Day, (23) the excess, if any, of the Volkswagen Amount over the Series 2010-1 Maximum Volkswagen Amount as of such immediately preceding

37

Business Day, (24) the excess, if any, of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2010-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day, (25) the excess, if any, of the Aggregate Kia/Subaru/Hyundai Amount over the Series 2010-1 Maximum Aggregate Kia/Subaru/Hyundai Amount as of such immediately preceding Business Day, and (26) the excess, if any, of the HVF Service Vehicle Amount over the Series 2010-1 Maximum HVF Service Vehicle Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo and Mazda shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2010-1 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo and Mazda is an affiliate of Ford.

“Series 2010-1 Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) 2.75% and (ii) the Series 2010-1 Adjusted Principal Amount as of such date.

“Series 2010-1 Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Series 2010-1 Required Enhancement Amount as of such date over (b) the sum of (i) the Series 2010-1 Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), and (ii) the Series 2010-1 Letter of Credit Amount as of such date.

“Series 2010-1 Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greater of (a) the excess, if any, of the Series 2010-1 Required Liquidity Amount over the Series 2010-1 Letter of Credit Liquidity Amount, in each case as of such date, excluding from the calculation thereof the amount available to be drawn under any Series 2010-1 Letter of Credit if at the time of such calculation (A) such Series 2010-1 Letter of Credit will not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2010-1 Letter of Credit Provider of such Series 2010-1 Letter of Credit, (C) such Series 2010-1 Letter of Credit Provider shall have repudiated such Series 2010-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Series 2010-1 Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2010-1 Letter of Credit Provider of such Series 2010-1 Letter of Credit and (b) the excess, if any, of the Series 2010-1 Required Enhancement Amount over the Series 2010-1 Adjusted Enhancement Amount (excluding therefrom the Series 2010-1 Available Reserve Account Amount), in each case, as of such date.

“Series 2010-1 Reserve Account” has the meaning specified in Section 2.7(a) of this Series Supplement.

“Series 2010-1 Reserve Account Collateral” has the meaning specified in Section 2.7(d) of this Series Supplement.

38

“Series 2010-1 Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Series 2010-1 Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Series 2010-1 Required Reserve Account Amount, in each case as of such date.

“Series 2010-1 Revolving Period” means the period from and including the Series 2010-1 Closing Date to the earlier of (i) the commencement of the Series 2010-1 Rapid Amortization Period and (ii) the commencement of the Seven-Year Notes Controlled Amortization Period; provided that during each of the Three-Year Notes Controlled Amortization Period and the Five-Year Notes Controlled Amortization Period, the Series 2010-1 Revolving Period shall be suspended.

“Series 2010-1 Series Account Collateral” has the meaning specified in Section 2.1(d) of this Series Supplement.

“Series 2010-1 Series Accounts” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2010-1 Total Monthly Interest” means, for any Payment Date, the sum of (a) the Class A Total Monthly Interest and (b) the Class B Total Monthly Interest, in each case for such Payment Date.

“Series Supplement” has the meaning set forth in the preamble.

“Servicer Event of Default” means the occurrence of an event that results in amounts outstanding under the Servicer’s Senior Credit Facilities becoming immediately due and payable and that has not been waived by the lenders under such facilities.

“Seven-Year Notes” means collectively, the Class A-3 Notes and the Class B-3 Notes.

“Seven-Year Notes Controlled Amortization Period” means the period commencing at the close of business on July 31, 2017 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2010-1 Rapid Amortization Period and (ii) the date on which the Seven-Year Notes are paid in full.

“Seven-Year Notes Expected Final Payment Date” means the February 2018 Payment Date.

“Seven-Year Notes Legal Final Payment Date” means the February 2019 Payment Date.

39

“Subaru Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Subaru as of such date.

“Suzuki Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Suzuki as of such date.

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, that if the NADA Guide was not published in the Related Month or the NADA Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, further, that if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided, further, that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source selected by the Servicer, subject to satisfaction of the Series 2010-1 Rating Agency Condition, at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such HVF Vehicle and any other factors deemed relevant by the Servicer.

“Three-Year Notes” means collectively, the Class A-1 Notes and the Class B-1 Notes.

“Three-Year Notes Controlled Amortization Period” means the period commencing at the close of business on July 31, 2013 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2010-1 Rapid Amortization Period and (ii) the date on which the Three-Year Notes are paid in full.

“Three-Year Notes Expected Final Payment Date” means the February 2014 Payment Date.

“Three-Year Notes Legal Final Payment Date” means the February 2015 Payment Date.

40

“Toyota Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Toyota as of such date.

“Unrestricted Global Notes” has the meaning specified in Section 5.4(d) of this Series Supplement.

“Volkswagen Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Volkswagen as of such date.

“Volvo Amount” means, as of any date of determination, an amount equal to the sum of the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case, with respect to Volvo as of such date.

ARTICLE II

SERIES 2010-1 ALLOCATIONS

With respect to the Series 2010-1 Notes only, the following shall apply:

Section 2.1.            Series 2010-1 Series Accounts.

(a)           Establishment of Series 2010-1 Series Accounts.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2010-1 Noteholders three accounts: the Series 2010-1 Collection Account (such account, the “Series 2010-1 Collection Account”), the Series 2010-1 Accrued Interest Account (such account, the “Series 2010-1 Accrued Interest Account”) and the Series 2010-1 Excess Collection Account (such account, the “Series 2010-1 Excess Collection Account” and, together with the Series 2010-1 Collection Account and the Series 2010-1 Accrued Interest Account, the “Series 2010-1 Series Accounts”).  Each Series 2010-1 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2010-1 Noteholders.  Each Series 2010-1 Series Account shall be an Eligible Deposit Account.  If a Series 2010-1 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2010-1 Series Account is no longer an Eligible Deposit Account, establish a new Series 2010-1 Series Account that is an Eligible Deposit Account.  If a new Series 2010-1 Series Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2010-1 Series Account into the new Series 2010-1 Series Account.  Initially, each of the Series 2010-1 Series Accounts will be established with BNY.

(b)           Administration of the Series 2010-1 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2010-1 Series Accounts to invest funds on deposit in such Series 2010-1 Series 

41

Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2010-1 Excess Collection Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2010-1 Excess Collection Account) and (y) any such investment in the Series 2010-1 Collection Account or the Series 2010-1 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2010-1 Collection Account or Series 2010-1 Accrued Interest Account), unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2010-1 Series Accounts shall remain uninvested.

(c)           Earnings from Series 2010-1 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2010-1 Series Accounts shall be deemed to be on deposit therein and available for distribution.

(d)           Series 2010-1 Series Accounts Constitute Additional Collateral for Series 2010-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2010-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2010-1 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2010-1 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2010-1 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2010-1 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2010-1 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2010-1 Series Account Collateral”).

Section 2.2.            Allocations with Respect to the Series 2010-1 Notes.  The net proceeds from the initial sale of the Series 2010-1 Notes shall be deposited into the Series 2010-1 Excess Collection Account on the Series 2010-1 Closing Date and shall be applied pursuant to Section 2.2(f) of this Series Supplement.   On each

42

Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2010-1 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2:

(a)           Allocations of Collections During the Series 2010-1 Revolving Period.  During the Series 2010-1 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2010-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)            allocate to and deposit in the Series 2010-1 Collection Account an amount equal to the Series 2010-1 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and.  All such amounts deposited into the Series 2010-1 Collection Account shall thereafter be deposited into the Series 2010-1 Accrued Interest Account; and

(ii)           allocate to and deposit in the Series 2010-1 Excess Collection Account an amount equal to the Series 2010-1 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day (for any such day, the “Series 2010-1 Principal Allocation”).

(b)           Allocations of Collections During any Series 2010-1 Controlled Amortization Period.  During any Series 2010-1 Controlled Amortization Period with respect to any Class of Series 2010-1 Notes, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2010-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)            allocate to and deposit in the Series 2010-1 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2010-1 Accrued Interest Account; and

(ii)           (A) with respect to the Three-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2010-1 Collection Account an amount equal to the Series 2010-1 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2010-1 Collection Account pursuant to Section 2.2(e) and Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-1 Controlled Distribution Amount and the Class B-1 Controlled Distribution Amount, in each case, with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2010-1 Excess Collection Account;

43

(B) with respect to the Five-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2010-1 Collection Account an amount equal to the Series 2010-1 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2010-1 Collection Account pursuant to Section 2.2(e) and Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-2 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount, in each case, with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2010-1 Excess Collection Account; and

(C) with respect to the Seven-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2010-1 Collection Account an amount equal to the Series 2010-1 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2010-1 Collection Account pursuant to Section 2.2(e) and Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-3 Controlled Distribution Amount and the Class B-3 Controlled Distribution Amount, in each case, with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2010-1 Excess Collection Account.

(c)           Allocations of Collections During the Series 2010-1 Rapid Amortization Period.  During the Series 2010-1 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2010-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)            allocate to and deposit in the Series 2010-1 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2010-1 Accrued Interest Account; and

(ii)           allocate to and deposit in the Series 2010-1 Collection Account an amount equal to the Series 2010-1 Principal Allocation for such day, which amount shall be used to make principal payments pursuant to Section 2.5 of this Series Supplement; provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2010-1 Notes and other amounts available pursuant to Section 2.3 of this Series Supplement to pay the Series 2010-1 Total Monthly Interest on the next succeeding Payment Date will be less than the Series 2010-1 Total Monthly Interest for such Payment Date and (B) the Series 2010-1 Enhancement Amount is greater than zero, then the Administrator shall direct the

44

Trustee in writing to withdraw from the Series 2010-1 Collection Account a portion of the Principal Collections allocated to the Series 2010-1 Notes during the related Series 2010-1 Rapid Amortization Principal Collection Period equal to the lesser of such insufficiency and the Series 2010-1 Enhancement Amount and deposit such amount into the Series 2010-1 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

(d)           Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2010-1 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2010-1 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to and deposit in the Series 2010-1 Collection Account an amount equal to the Series 2010-1 Invested Percentage as of the date of the occurrence of such Series 2010-1 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2010-1 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2010-1 Collection Account and apply the Series 2010-1 Past Due Rent Payment in the following order:

(i)            if the occurrence of the related Series 2010-1 Lease Payment Deficit resulted in one or more Series 2010-1 LOC Credit Disbursements being made under the Series 2010-1 Letters of Credit, pay to each Series 2010-1 Letter of Credit Provider who honored such a Series 2010-1 LOC Credit Disbursement for application in accordance with the provisions of the applicable Series 2010-1 Letter of Credit Reimbursement Agreement, an amount equal to the lesser of (x) the unreimbursed amount of such Series 2010-1 Letter of Credit Provider’s Series 2010-1 LOC Credit Disbursement and (y) such Series 2010-1 Letter of Credit Provider’s pro rata share of the amount of the Series 2010-1 Past Due Rent Payment, calculated on the basis of the unreimbursed amount of each such Series 2010-1 Letter of Credit Provider’s Series 2010-1 LOC Credit Disbursement;

(ii)           if the occurrence of such Series 2010-1 Lease Payment Deficit resulted in a withdrawal being made from any Series 2010-1 Cash Collateral Account, deposit in each such Series 2010-1 Cash Collateral Account an amount equal to the pro rata portion of the lesser of (x) the amount of the Series 2010-1 Past Due Rent Payment remaining after any payments pursuant to clause (i) above and (y) the amount withdrawn from all such Series 2010-1 Cash Collateral Accounts on account of such Series 2010-1 Lease Payment Deficit, calculated on the basis of the amounts so withdrawn from such Series 2010-1 Cash Collateral Accounts;

(iii)          if the occurrence of such Series 2010-1 Lease Payment Deficit resulted in a withdrawal being made from the Series 2010-1 Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement, deposit in the

45

Series 2010-1 Reserve Account an amount equal to the lesser of (x) the amount of the Series 2010-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of the Series 2010-1 Required Reserve Account Amount over the Series 2010-1 Available Reserve Account Amount, in each case on such day;

(iv)          deposit into the Series 2010-1 Accrued Interest Account the amount, if any, by which the Series 2010-1 Lease Interest Payment Deficit, if any, relating to such Series 2010-1 Lease Payment Deficit exceeds the amount of the Series 2010-1 Past Due Rent Payment applied pursuant to clauses (i) through (iii) above; and

(v)           deposit in the Series 2010-1 Collection Account and treat as Principal Collections the remaining amount of the Series 2010-1 Past Due Rent Payment.

(e)           Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2010-1 Notes (i) during the Series 2010-1 Revolving Period shall be deposited into the Series 2010-1 Excess Collection Account and applied in accordance with Section 2.2(f) of this Series Supplement and (ii) during the Series 2010-1 Controlled Amortization Period or the Series 2010-1 Rapid Amortization Period shall be deposited into the Series 2010-1 Collection Account and allocated in accordance with Section 2.2(b) or 2.2(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2010-1 Notes.

(f)            Series 2010-1 Excess Collection Account.  Amounts deposited into the Series 2010-1 Excess Collection Account on any Series 2010-1 Deposit Date shall be applied in the following order of priority (i) first, withdrawn and deposited in the Series 2010-1 Reserve Account in an amount up to the excess, if any, of the Series 2010-1 Required Reserve Account Amount for such date over the Series 2010-1 Available Reserve Account Amount for such date, (ii) second, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iii) third, used to pay Ford all unpaid Ford Reimbursement Obligations, and (iv) fourth, any remaining funds may be released to HVF, provided that (x) the application of such funds pursuant to clauses (ii) through (iv) above may only be made if no Series 2010-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2010-1 Notes would result therefrom or exist immediately thereafter and (y) at any time the Ford LOC Exposure Amount is greater than zero, the application of such funds pursuant to clause (iv) above may only be made if the Fleet Equity Condition would be satisfied after giving effect to such release.  Notwithstanding the foregoing, on the first day of each Series 2010-1 Controlled Amortization Period and on the first Business Day of each Related Month during each Series 2010-1 Controlled Amortization Period thereafter, or, if earlier, on the first day of the Series 2010-1 Rapid Amortization Period, all funds on deposit in the Series 2010-1 Excess Collection

46

Account will be withdrawn from the Series 2010-1 Excess Collection Account and deposited into the Series 2010-1 Collection Account and applied in accordance with Section 2.2(b)(ii) or 2.2(c)(ii), as the case may be, of this Series Supplement.

Section 2.3.            Application of Interest Collections.

(a)           [Reserved]

(b)           Note Interest with respect to the Series 2010-1 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2010-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2010-1 Notes processed from but not including the preceding Payment Date through and including the succeeding Payment Date in respect of (i) the Class A Monthly Interest for the Series 2010-1 Interest Period ending on the day preceding such succeeding Payment Date, (ii) the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts), (iii) the Class B Monthly Interest for the Series 2010-1 Interest Period ending on the day preceding such succeeding Payment Date, and (iv) the unpaid Class B Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts).  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(b) from the Series 2010-1 Accrued Interest Account and deposit such amounts into the Series 2010-1 Distribution Account.

(c)           Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2010-1 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

(d)           Withdrawals from the Series 2010-1 Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2010-1 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) through (iv) of Section 2.3(b) of this Series Supplement on such Payment Date, then the Administrator shall instruct the Trustee in writing to withdraw from the Series 2010-1 Reserve Account and deposit in the Series 2010-1 Distribution Account on such Payment Date an amount equal to the lesser of (A) the Series 2010-1 Available Reserve Account Amount and (B) such insufficiency.The Trustee shall withdraw such amount from the Series 2010-1 Reserve Account and deposit such amount in the Series 2010-1 Distribution Account.

(e)           Draws on Series 2010-1 Letters of Credit.  If the Administrator determines on any Payment Date that there exists a Series 2010-1 Lease Interest Payment Deficit, then the Administrator shall instruct the Trustee in writing to draw on the Series 2010-1 Letters of Credit, if any, and, upon receipt of such notice by the

47

Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (x) such Series 2010-1 Lease Interest Payment Deficit, (y) the excess, if any, of the sum of the amounts described in clauses (i) through (iv) of Section 2.3(b) of this Series Supplement for such Payment Date over the amounts available from the Series 2010-1 Accrued Interest Account plus the amount to be withdrawn from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement, if any, on such Payment Date and (z) the Series 2010-1 Letter of Credit Liquidity Amount on such Payment Date on the Series 2010-1 Letters of Credit by presenting to each Series 2010-1 Letter of Credit Provider a draft accompanied by a Series 2010-1 Certificate of Credit Demand and shall cause the Series 2010-1 LOC Credit Disbursements to be deposited in the Series 2010-1 Distribution Account on such Payment Date; provided, however, that if any Series 2010-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Series 2010-1 Cash Collateral Account and deposit in the Series 2010-1 Distribution Account, an amount equal to the pro rata portion of the lesser of (A) the Series 2010-1 Cash Collateral Account Percentage on such Payment Date of the least of the amounts described in clauses (x), (y) and (z) above and (B) the aggregate Series 2010-1 Available Cash Collateral Account Amount for all such Series 2010-1 Cash Collateral Accounts on such Payment Date, calculated on the basis of the Series 2010-1 Available Cash Collateral Account Amount for each such Series 2010-1 Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Series 2010-1 Letters of Credit.

(f)            [Reserved]

(g)           Series 2010-1 Deficiency Amounts.  If the amounts described in Sections 2.3(b), (d), and (e) of this Series Supplement are insufficient to pay (i) the Class A Total Monthly Interest for any Payment Date, then payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency or (ii) the Class B Total Monthly Interest for any Payment Date after payment of Class A Total Monthly Interest for such Payment Date, then payments of interest to the Class B Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-3 Notes shall be referred to as the “Class A-3 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class B-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class B-2 Deficiency Amount”, and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-3 Notes shall be referred to as the “Class B-3 Deficiency

48

Amount”.  Interest shall accrue on the Series 2010-1 Deficiency Amount for each Class of Series 2010-1 Notes at the Series 2010-1 Note Rate for such Class of Series 2010-1 Notes.

(h)           Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay on such Payment Date the balance (after making the payments required in Section 2.4 of this Series Supplement), if any, of the amounts available from the Series 2010-1 Accrued Interest Account as follows:

(i)            first, to pay the Administrator, in an amount equal to the Series 2010-1 Percentage as of the beginning of the Series 2010-1 Interest Period ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2010-1 Interest Period;

(ii)           second, to pay the Trustee, in an amount equal to the Series 2010-1 Percentage as of the beginning of the Series 2010-1 Interest Period ending on the day preceding such Payment Date of the Trustee’s fees for such Series 2010-1 Interest Period;

(iii)          third, on a pro rata basis, to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) to the Persons to whom such amounts are owed, in an amount equal to the Series 2010-1 Percentage as of the beginning of the Series 2010-1 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2010-1 Interest Period; and

(iv)          fourth, the balance, if any, shall be withdrawn from the Series 2010-1 Accrued Interest Account by the Trustee and (A) during the Series 2010-1 Revolving Period, deposited into the Series 2010-1 Excess Collection Account or (B) during the Series 2010-1 Controlled Amortization Period or the Series 2010-1 Rapid Amortization Period, deposited into the Series 2010-1 Collection Account and treated as Principal Collections.

(i)            Trustee Fees.  If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2010-1 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to Section 2.3(h)(ii) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 2.3(h)(iii) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, then the Administrator shall instruct the Trustee in writing to, and the Trustee shall, withdraw from the Series 2010-1 Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Series 2010-1 Available Reserve Account Amount

49

on such Payment Date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such Payment Date), (B) the excess, if any, of (i) 0.70% of the Series 2010-1 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2010-1 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Series 2010-1 Reserve Account under this Section 2.3(i) in respect of fees and other amounts due and owing to the Trustee and (C) such insufficiency.

Section 2.4.            Payment of Note Interest.

On each Payment Date, the Trustee, in accordance with Section 6.1 of the Base Indenture, shall pay to the Series 2010-1 Noteholders from the Series 2010-1 Distribution Account the amount deposited in the Series 2010-1 Distribution Account pursuant to Section 2.3 of this Series Supplement the following amounts in the following order of priority.

(i)first, to the Class A Noteholders, pro rata, the Class A Total Monthly Interest for such Payment Date; and

(ii)second, to the Class B Noteholders, pro rata, the Class B Total Monthly Interest for such Payment Date.

Section 2.5.            Payment of Note Principal.

(a)           Monthly Payments During Series 2010-1 Controlled Amortization Period or Series 2010-1 Rapid Amortization Period.  Commencing with (i) the second Determination Date during the Three-Year Notes Controlled Amortization Period, and on each Determination Date thereafter during the Three-Year Notes Controlled Amortization Period, (ii) the second Determination Date during the Five-Year Notes Controlled Amortization Period, and on each Determination Date thereafter during the Five-Year Notes Controlled Amortization Period, and (iii) the earlier of the second Determination Date during the Seven-Year Notes Controlled Amortization Period and the first Determination Date during the Series 2010-1 Rapid Amortization Period, and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to each Class of the Series 2010-1 Notes pursuant to Section 2.2(b)(ii) of this Series Supplement during the Related Month or Section 2.2(c)(ii) of this Series Supplement during the applicable Series 2010-1 Rapid Amortization Principal Collection Period, as the case may be, prior to such date and not previously deposited into the Series 2010-1 Distribution Account for payment to the Series 2010-1 Noteholders of the applicable Class of Series 2010-1 Notes, (w) any amounts to be withdrawn from the Series 2010-1 Reserve Account and deposited into the Series 2010-1 Distribution Account, (x) any amounts to be drawn on the Series 2010-1 Letters of Credit (and/or withdrawn from any Series 2010-1 Cash Collateral Account) and (y) the amount of any demand to be made under the Series 2010-1 Demand Note.  The Trustee shall withdraw such amounts allocated pursuant to Section 2.2(b)(ii) and Section 

50

2.2(c)(ii) of this Series Supplement to pay principal of the Series 2010-1 Notes and deposit such amounts into the Series 2010-1 Distribution Account to be paid to the Series 2010-1 Noteholders of the applicable Class of Series 2010-1 Notes pursuant to Section 2.5(d) of this Series Supplement.

(b)           Series 2010-1 Principal Deficit Amount.  If the Series 2010-1 Principal Deficit Amount is greater than zero on any date, then the Administrator shall promptly provide written notice thereof to the Trustee.  On each Payment Date (other than the Three-Year Notes Legal Final Payment Date, the Five-Year Notes Legal Final Payment Date or the Seven-Year Notes Legal Final Payment Date) on which the Series 2010-1 Principal Deficit Amount is greater than zero and, with respect to Section 2.5(b)(iv) of this Series Supplement, on any Payment Date during the Series 2010-1 Rapid Amortization Period on which a Series 2010-1 Lease Principal Payment Deficit exists, amounts shall be transferred to the Series 2010-1 Distribution Account as follows:

(i)            Series 2010-1 Reserve Account Withdrawal.  If, on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date, the Five-Year Notes Legal Final Payment Date or the Seven-Year Notes Legal Final Payment Date) the Administrator determines that the Series 2010-1 Principal Deficit Amount with respect to the next succeeding Payment Date will be greater than zero, then the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, to withdraw, and the Trustee shall withdraw, from the Series 2010-1 Reserve Account an amount equal to the lesser of (x) such Series 2010-1 Principal Deficit Amount and (y) the Series 2010-1 Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Series 2010-1 Reserve Account anticipated to be made on such Payment Date pursuant to Section 2.3(d) of this Series Supplement), and deposit such withdrawal in the Series 2010-1 Distribution Account on such Payment Date.

(ii)           Demand Note Draw.  If the Administrator determines on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date, the Five-Year Notes Legal Final Payment Date or the Seven-Year Notes Legal Final Payment Date) that the Series 2010-1 Principal Deficit Amount with respect to the next succeeding Payment Date (after giving effect to any withdrawals from the Series 2010-1 Reserve Account on such Payment Date pursuant to Section 2.5(b)(i) of this Series Supplement and the application thereof pursuant to Section 2.5(d) of this Series Supplement on such Payment Date) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator 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 I to this Series Supplement (each a “Demand Notice”) on Hertz for payment under the Series 2010-1 Demand Note in an amount equal to the lesser of (x) the excess of

51

(A) such Series 2010-1 Principal Deficit Amount over (B) the aggregate amount to be deposited in the Series 2010-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement and (y) the Series 2010-1 Letter of Credit Amount on such Business Day (after giving effect to any draws on the Series 2010-1 Letters of Credit and/or withdrawals from any Series 2010-1 Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e) of this Series Supplement).

The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such 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 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any demand on the Series 2010-1 Demand Note to be deposited into the Series 2010-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

(iii)          Series 2010-1 Letter of Credit Draw.  If (1) the Trustee shall have delivered a Demand Notice as provided in Section 2.5(b)(ii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2010-1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (2) 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 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, then the Trustee shall draw on the Series 2010-1 Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the amount that Hertz failed to pay under the Series 2010-1 Demand Note or the amount that the Trustee failed to demand for payment thereunder, as the case may be, pursuant to Section 2.5(b)(ii) of this Series Supplement by presenting to each Series 2010-1 Letter of Credit Provider a draft accompanied by a Series 2010-1 Certificate of Unpaid Demand Note Demand; provided, however that if any Series 2010-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Series 2010-1 Cash Collateral Account and deposit in the Series 2010-1 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Series 2010-1 Cash Collateral Account Percentage on such Business Day of the amount that Hertz failed to pay under the Series 2010-1 Demand Note or the amount that the Trustee failed to demand for payment thereunder and (y) the aggregate Series 2010-1 Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Series 2010-1 Cash Collateral Account anticipated to be made on the related Payment Date pursuant to Section 2.3(e) of this Series Supplement) for all Series 2010-1 Cash Collateral Accounts on such Business Day, calculated on the basis of such Series 2010-1

52

Available Cash Collateral Account Amount for each such Series 2010-1 Cash Collateral Account as of such Business Day, and draw an amount equal to the remainder of such amount on the Series 2010-1 Letters of Credit. The Trustee shall deposit, or cause the deposit of, each Series 2010-1 LOC Unpaid Demand Note Disbursement and the proceeds of any such withdrawal from each Series 2010-1 Cash Collateral Account into the Series 2010-1 Distribution Account and such amounts shall be treated as Principal Collections.

(iv)          Series 2010-1 Lease Principal Payment Deficit.  If the Administrator determines on any Payment Date during the Series 2010-1 Rapid Amortization Period that the Series 2010-1 Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.5(b)(i) of this Series Supplement, any draws on the Series 2010-1 Demand Note pursuant to Section 2.5(b)(ii) of this Series Supplement, and any draws on the Series 2010-1 Letters of Credit and/or withdrawals from any Series 2010-1 Cash Collateral Accounts pursuant to Section 2.5(b)(iii) of this Series Supplement, in each case for such Payment Date and the application thereof pursuant to Section 2.5(d) of this Series Supplement on such Payment Date) will be greater than zero, and there exists a Series 2010-1 Lease Principal Payment Deficit on such Payment Date, then the Administrator shall instruct the Trustee in writing prior to 10:30 a.m. (New York City time) on such Payment Date to draw on the Series 2010-1 Letters of Credit, if any, in an amount equal to the least of (1) such Series 2010-1 Lease Principal Payment Deficit, (2) the Series 2010-1 Letter of Credit Liquidity Amount as of such Payment Date (after giving effect to any draws on the Series 2010-1 Letters of Credit and/or withdrawals from any Series 2010-1 Cash Collateral Account with respect to such Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iii) of this Series Supplement), and (3) such remaining Series 2010-1 Principal Deficit Amount.  Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2010-1 Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2010-1 Letters of Credit by presenting to each Series 2010-1 Letter of Credit Provider a draft accompanied by a Series 2010-1 Certificate of Credit Demand and shall cause the Series 2010-1 LOC Credit Disbursements to be deposited in the Series 2010-1 Distribution Account on such Payment Date; provided, however, that if any Series 2010-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Series 2010-1 Cash Collateral Account and deposit in the Series 2010-1 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Series 2010-1 Cash Collateral Account Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the aggregate Series 2010-1 Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Series 2010-1 Cash Collateral Account with respect to such Payment Date pursuant to Section 

53

2.3(e) and Section 2.5(b)(iii) of this Series Supplement) for all such Series 2010-1 Cash Collateral Accounts on such Payment Date, calculated on the basis of such Series 2010-1 Available Cash Collateral Account Amount for each such Series 2010-1 Cash Collateral Account as of such Payment Date, and draw an amount equal to the remainder of such amount on the Series 2010-1 Letters of Credit.

(v)           Notwithstanding the foregoing, in the event that the Lessee files a petition for relief under Chapter 11 of the Bankruptcy Code and during the Series 2010-1 Rapid Amortization Period fails to make payments under the HVF Lease in amounts sufficient to pay the interest due on the Series 2010-1 Notes, amounts on deposit in the Series 2010-1 Reserve Account may only be withdrawn and the Series 2010-1 Letters of Credit will only be available to be drawn upon (and amounts on deposit in the Series 2010-1 Cash Collateral Accounts may only be withdrawn) to pay principal of the Series 2010-1 Notes on any Payment Date, and the Trustee shall only withdraw or draw in an amount equal to the lesser of (i) the amount determined pursuant to Section 2.5(b)(i), Section 2.5(b)(iii) or Section 2.5(b)(iv) of this Series Supplement, as applicable, and (ii) the excess, if any, of (x) the Series 2010-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the Series 2010-1 Letters of Credit and/or withdrawals from any Series 2010-1 Cash Collateral Account pursuant to Section 2.3(e) of this Series Supplement and, solely in the case of a draw under Section 2.5(b)(iv) of this Series Supplement, Section 2.5(b)(iii) of this Series Supplement, in each case on such Payment Date) as of such Payment Date over (y) the Series 2010-1 Required Liquidity Amount as of such Payment Date (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2010-1 Notes on such Payment Date).

(c)           Legal Final Payment Dates.  The Class A-1 Principal Amount and the Class B-1 Principal Amount shall be due and payable on the Three-Year Notes Legal Final Payment Date, the Class A-2 Principal Amount and the Class B-2 Principal Amount shall be due and payable on the Five-Year Notes Legal Final Payment Date and the Class A-3 Principal Amount and the Class B-3 Principal Amount shall be due and payable on the Seven-Year Notes Legal Final Payment Date.  In connection therewith:

(i)            Series 2010-1 Reserve Account Withdrawal.  (A) If on the Three-Year Notes Legal Final Payment Date the amount to be deposited in the Series 2010-1 Distribution Account for the related Series 2010-1 Rapid Amortization Principal Collection Period described in clause (v) of the first sentence of Section 2.5(a) of this Series Supplement together with any amounts to be deposited in the Series 2010-1 Distribution Account in accordance with Section 2.5(b)(iv) of this Series Supplement on such Three-Year Notes Legal Final Payment Date will be less than the aggregate Principal Amount of the Three-Year Notes on the Three-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the

54

Trustee to withdraw from the Series 2010-1 Reserve Account, an amount equal to the least of (i) the Series 2010-1 Available Reserve Account Amount on the Three-Year Notes Legal Final Payment Date (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement anticipated to be made on such Three-Year Notes Legal Final Payment Date), (ii) the amount by which the Series 2010-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the Series 2010-1 Letters of Credit and/or withdrawals from each Series 2010-1Cash Collateral Account pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement, in each case anticipated to be made on such Three-Year Notes Legal Final Payment Date) will exceed the Series 2010-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2010-1 Notes on such Three-Year Notes Legal Final Payment Date), in each case on such Three-Year Notes Legal Final Payment Date and (iii) such remaining Principal Amount of the Three-Year Notes, and deposit such withdrawn amounts in the Series 2010-1 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amount from the Series 2010-1 Reserve Account and deposit such amount in the Series 2010-1 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.

(B) If on the Five-Year Notes Legal Final Payment Date the amount to be deposited in the Series 2010-1 Distribution Account for the related Series 2010-1 Rapid Amortization Principal Collection Period described in clause (v) of the first sentence of Section 2.5(a) of this Series Supplement together with any amounts to be deposited in the Series 2010-1 Distribution Account in accordance with Section 2.5(b)(iv) of this Series Supplement on the Five-Year Notes Legal Final Payment Date will be less than the aggregate Principal Amount of the Five-Year Notes on the Five-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Series 2010-1 Reserve Account, an amount equal to the least of (i) the Series 2010-1 Available Reserve Account Amount on the Five-Year Notes Legal Final Payment Date (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement anticipated to be made on such Five-Year Notes Legal Final Payment Date), (ii) the amount by which the Series 2010-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the Series 2010-1 Letters of Credit and/or withdrawals from each Series 2010-1Cash Collateral Account pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement, in each case anticipated to be made on such Five-Year Notes Legal Final Payment Date) will exceed the Series 2010-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount

55

of the Series 2010-1 Notes on such Five-Year Notes Legal Final Payment Date), in each case on such Five-Year Notes Legal Final Payment Date and (iii) such remaining Principal Amount of the Five-Year Notes, and deposit such withdrawn amounts in the Series 2010-1 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amount from the Series 2010-1 Reserve Account and deposit such amount in the Series 2010-1 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.

(C) If on the Seven-Year Notes Legal Final Payment Date, the amount to be deposited in the Series 2010-1 Distribution Account for the related Series 2010-1 Rapid Amortization Principal Collection Period described in clause (v) of the first sentence of Section2.5(a) of this Series Supplement together with any amounts to be deposited in the Series 2010-1 Distribution Account in accordance with Section 2.5(b)(iv) of this Series Supplement on such Seven-Year Notes Legal Final Payment Date will be less than the aggregate Principal Amount of the Series 2010-1 Notes on the Seven-Year Notes Legal Final Payment Date, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Seven-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Series 2010-1 Reserve Account, an amount equal to the lesser of (i) the Series 2010-1 Available Reserve Account Amount on the Seven-Year Notes Legal Final Payment Date (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement anticipated to be made on such Seven-Year Notes Legal Final Payment Date) and (ii) such remaining Principal Amount of the Series 2010-1 Notes, and deposit such withdrawn amounts in the Series 2010-1 Distribution Account on or prior to the Seven-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Series 2010-1 Reserve Account and deposit such amounts in the Series 2010-1 Distribution Account on or prior to the Seven-Year Notes Legal Final Payment Date.

(ii)           Demand Note Draw.  If the amount to be deposited in the Series 2010-1 Distribution Account described in clause (v) of the first sentence of Section 2.5(a) of this Series Supplement together with any amounts to be deposited therein in accordance with Section 2.5(b)(iv) and Section 2.5(c)(i) of this Series Supplement on any Legal Final Payment Date is less than (x) the aggregate Principal Amount of the Three-Year Notes on the Three-Year Notes Legal Final Payment Date, (y) the aggregate Principal Amount of the Five-Year Notes on the Five-Year Notes Legal Final Payment Date or (z) the aggregate Principal Amount of the Series 2010-1 Notes on the Seven-Year Notes Legal Final Payment Date, as applicable, then, prior to 10:30 a.m. (New York City time) on the second Business Day prior to (I) the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a Demand Notice to Hertz for payment under the Series 2010-1 Demand Note in an amount equal to the least of

56

(i) such remaining Principal Amount of the Three-Year Notes, (ii) the amount by which the Series 2010-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the Series 2010-1 Letters of Credit and/or withdrawals from each Series 2010-1 Cash Collateral Account pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement, in each case anticipated to be made on such Three-Year Notes Legal Final Payment Date) will exceed the Series 2010-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2010-1 Notes on such Three-Year Notes Legal Final Payment Date), in each case on such Three-Year Notes Legal Final Payment Date, and (iii) the Series 2010-1 Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Series 2010-1 Letters of Credit and/or withdrawals from any Series 2010-1 Cash Collateral Account anticipated to be made on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement), (II) the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a Demand Notice to Hertz for payment under the Series 2010-1 Demand Note in an amount equal to the least of (i) such remaining Principal Amount of the Five-Year Notes, (ii) the amount by which the Series 2010-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2010-1 Reserve Account pursuant to Section 2.3(d) of this Series Supplement and any draws under the Series 2010-1 Letters of Credit and/or withdrawals from each Series 2010-1 Cash Collateral Account pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement, in each case anticipated to be made on such Five-Year Notes Legal Final Payment Date) will exceed the Series 2010-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2010-1 Notes on such Five-Year Notes Legal Final Payment Date), in each case on such Five-Year Notes Legal Final Payment Date, and (iii) the Series 2010-1 Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Series 2010-1 Letters of Credit and/or withdrawals from any Series 2010-1 Cash Collateral Account anticipated to be made on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement), and (III) the Seven-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a Demand Notice to Hertz for payment under the Series 2010-1 Demand Note in an amount equal to the lesser of (i) such remaining Principal Amount of the Series 2010-1 Notes and (ii) the Series 2010-1 Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Series 2010-1 Letters of Credit and/or withdrawals from any Series 2010-1 Cash Collateral Account anticipated to be made on the Seven-Year Notes Legal Final Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement).  The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding the applicable Legal Final Payment

57

Date, deliver such 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 thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any demand on the Series 2010-1 Demand Note to be deposited into the Series 2010-1 Distribution Account on or prior to the applicable Legal Final Payment Date, and such proceeds shall be treated as Principal Collections for all purposes hereunder.

(iii)          Letter of Credit Draw.  If (1) the Trustee shall have delivered a Demand Notice as provided in Section 2.5(c)(ii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2010-1 Distribution Account the amount specified in such Demand Notice referred to in Section 2.5(c)(ii) of this Series Supplement in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (2) 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 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw onthe Series 2010-1 Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day, an amount equal to the amount that Hertz failed to pay under the Series 2010-1 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) by presenting to each Series 2010-1 Letter of Credit Provider a draft accompanied by a Series 2010-1 Certificate of Unpaid Demand Note Demand; provided, however, that if any Series 2010-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from each such Series 2010-1 Cash Collateral Account and deposit in the Series 2010-1 Distribution Account an amount equal to the pro rata portion of the lesser of (x) the Series 2010-1 Cash Collateral Account Percentage of such Business Day of the amount that Hertz failed to pay under the Series 2010-1 Demand Note (or the amount that Hertz failed to demand for payment thereunder), and (y) the aggregate Series 2010-1 Available Cash Collateral Account Amount (after giving effect to any withdrawals from any Series 2010-1 Cash Collateral Account on the applicable related Legal Final Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series Supplement) for all such Series 2010-1 Cash Collateral Accounts on such Business Day, calculated on the basis of such Series 2010-1 Available Cash Collateral Account Amount for each such Series 2010-1 Cash Collateral Account and draw an amount equal to the remainder of such amount on the Series 2010-1 Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2010-1 Letters of Credit and the proceeds of any such withdrawal from each Series 2010-1 Cash Collateral Account into the Series 2010-1 Distribution Account on or prior to the applicable Legal Final Payment Date and such proceeds shall be treated as Principal Collections.

58

(d)           Distribution.  On each Payment Date occurring on or after the date a withdrawal is made from the Series 2010-1 Collection Account pursuant to Section 2.5(a) of this Series Supplement or amounts are deposited into the Series 2010-1 Distribution Account pursuant to Section 2.5(b) or Section 2.5(c) of this Series Supplement, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first, the amount deposited in the Series 2010-1 Distribution Account for the payment of principal of the Series 2010-1 Notes (x) pro rata to the applicable Class A Noteholders to the extent necessary to pay the applicable Class A Controlled Distribution Amount on any Payment Date during any Series 2010-1 Controlled Amortization Period or (y) pro rata to all Class A Noteholders to the extent necessary to pay the Class A Principal Amount on any Payment Date during the Series 2010-1 Rapid Amortization Period and (ii) second, the excess, if any, of the amount deposited in the Series 2010-1 Distribution Account for the payment of principal of the Series 2010-1 Notes over the amount applied to make the payments required pursuant to clause (i) above, (x) pro rata to the applicable Class B Noteholders to the extent necessary to pay the applicable Class B Controlled Distribution Amount on any Payment Date during any Series 2010-1 Controlled Amortization Period or (y) pro rata to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount on any Payment Date during the Series 2010-1 Rapid Amortization Period.

Section 2.6.            The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.

If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2010-1 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2010-1 Series Account without such notice or instruction from the Administrator, provided that the Administrator, 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 Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give instructions to draw on any Series 2010-1 Letters of Credit required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on such Series 2010-1 Letters of Credit without such instruction from the Administrator, provided that the Administrator, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2010-1 Letter of Credit.

Section 2.7.            Series 2010-1 Reserve Account.

(a)           Establishment of Series 2010-1 Reserve Account.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2010-1

59

Noteholders, an account (the “Series 2010-1 Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2010-1 Noteholders.  The Series 2010-1 Reserve Account shall be an Eligible Deposit Account.  If the Series 2010-1 Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2010-1 Reserve Account is no longer an Eligible Deposit Account, establish a new Series 2010-1 Reserve Account that is an Eligible Deposit Account.  If a new Series 2010-1 Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2010-1 Reserve Account into the new Series 2010-1 Reserve Account.  Initially, the Series 2010-1 Reserve Account will be established with the Trustee.

(b)           Administration of the Series 2010-1 Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Series 2010-1 Reserve Account to invest funds on deposit in the Series 2010-1 Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2010-1 Reserve Account), unless any Permitted Investment held in the Series 2010-1 Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2010-1 Reserve Account shall remain uninvested.

(c)           Earnings from Series 2010-1 Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2010-1 Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)           Series 2010-1 Reserve Account Constitutes Additional Collateral for Series 2010-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2010-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2010-1 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2010-1 Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2010-1 Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2010-1 Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from

60

time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2010-1 Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2010-1 Reserve Account Collateral”).

(e)           Series 2010-1 Reserve Account Surplus.  In the event that the Series 2010-1 Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Series 2010-1 Reserve Account an amount equal to the Series 2010-1 Reserve Account Surplus and (i) pay to Ford the lesser of (x) such Series 2010-1 Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such payment, the Fleet Equity Condition would be satisfied pay to HVF any portion of such Series 2010-1 Reserve Account Surplus remaining after any required deposit and/or payment pursuant to clause (i) above.

(f)            Termination of Series 2010-1 Reserve Account.  On or after the date on which the Series 2010-1 Notes are paid in full and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, the Trustee, in accordance with the written instructions of the Administrator shall withdraw from the Series 2010-1 Reserve Account all remaining amounts on deposit therein for payment to HVF.

Section 2.8.            Series 2010-1 Letters of Credit and Series 2010-1 Cash Collateral Accounts.

(a)           Series 2010-1 Cash Collateral Account Constitutes Additional Collateral for Series 2010-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2010-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2010-1 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) each Series 2010-1 Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in each Series 2010-1 Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2010-1 Cash Collateral Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in each Series 2010-1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for each Series 2010-1 Cash Collateral Account, the funds on deposit therein from time to time or the

61

investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2010-1 Cash Collateral Account Collateral”).

(b)           Series 2010-1 Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then-scheduled Series 2010-1 Letter of Credit Expiration Date with respect to any Series 2010-1 Letter of Credit, excluding the amount available to be drawn under such Series 2010-1 Letter of Credit but taking into account each substitute Series 2010-1 Letter of Credit which has been obtained from a Series 2010-1 Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Series 2010-1 Adjusted Enhancement Amount would be equal to or greater than the Series 2010-1 Required Enhancement Amount and (ii) the Series 2010-1 Adjusted Liquidity Amount would be equal to or greater than the Series 2010-1 Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Series 2010-1 Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then-scheduled Series 2010-1 Letter of Credit Expiration Date with respect to any Series 2010-1 Letter of Credit, excluding such Series 2010-1 Letter of Credit but taking into account any substitute Series 2010-1 Letter of Credit which has been obtained from a Series 2010-1 Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Series 2010-1 Adjusted Enhancement Amount would be less than the Series 2010-1 Required Enhancement Amount or (ii) the Series 2010-1 Adjusted Liquidity Amount would be less than the Series 2010-1 Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Series 2010-1 Letter of Credit Expiration Date of (x) the greater of (A) the excess, if any, of the Series 2010-1 Required Enhancement Amount over the Series 2010-1 Adjusted Enhancement Amount, excluding such Series 2010-1 Letter of Credit but taking into account any substitute Series 2010-1 Letter of Credit which has been obtained from a Series 2010-1 Eligible Letter of Credit Provider, and is in full force and effect on such date and (B) the excess, if any, of the Series 2010-1 Required Liquidity Amount over the Series 2010-1 Adjusted Liquidity Amount, excluding such Series 2010-1 Letter of Credit but taking into account each substitute Series 2010-1 Letter of Credit which has been obtained from a Series 2010-1 Eligible Letter of Credit Provider, and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Series 2010-1 Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Series 2010-1 Letter of Credit by presenting a draft accompanied by a Series 2010-1 Certificate of Termination Demand and shall cause the Series 2010-1 LOC Termination Disbursements to be deposited in the applicable Series 2010-1 Cash Collateral Account.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each

62

Series 2010-1 Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Series 2010-1 Letter of Credit by presenting a draft accompanied by a Series 2010-1 Certificate of Termination Demand and shall cause the Series 2010-1 LOC Termination Disbursements to be deposited in the applicable Series 2010-1 Cash Collateral Account.

(c)           Series 2010-1 Letter of Credit Providers.  The Administrator shall notify the Trustee in writing within one Business Day of becoming aware that the short-term debt credit rating of any Series 2010-1 Letter of Credit Provider has fallen below “P-1” as determined by Moody’s or the long-term debt credit rating of any Series 2010-1 Letter of Credit Provider has fallen below “A1” as determined by Moody’s (with respect to any Series 2010-1 Letter of Credit Provider, a “Series 2010-1 Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Series 2010-1 Downgrade Event with respect to any Series 2010-1 Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greater of (A) the excess, if any, of the Series 2010-1 Required Enhancement Amount over the Series 2010-1 Adjusted Enhancement Amount, excluding the available amount under the Series 2010-1 Letter of Credit issued by such Series 2010-1 Letter of Credit Provider, on such date and (B) the excess, if any, of the Series 2010-1 Required Liquidity Amount over the Series 2010-1 Adjusted Liquidity Amount, excluding the available amount under such Series 2010-1 Letter of Credit, on such date and (ii) the amount available to be drawn on such Series 2010-1 Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Series 2010-1 Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Series 2010-1 Certificate of Termination Demand and shall cause the Series 2010-1 LOC Termination Disbursement to be deposited in the applicable Series 2010-1 Cash Collateral Account.

(d)           Reductions in Stated Amounts of the Series 2010-1 Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D of this Series Supplement, requesting a reduction in the stated amount of any Series 2010-1 Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Series 2010-1 Letter of Credit Provider who issued such Series 2010-1 Letter of Credit a Series 2010-1 Notice of Reduction requesting a reduction in the stated amount of such Series 2010-1 Letter of Credit in the amount requested in such notice effective on the date set forth in such notice provided that on such effective date, after giving effect to the requested reduction in the stated amount of such Series 2010-1 Letter of Credit, (i) the Series 2010-1 Adjusted Enhancement Amount will equal or exceed the Series 2010-1 Required Enhancement Amount and (ii) the Series 2010-1 Adjusted Liquidity Amount will equal or exceed the Series 2010-1 Required Liquidity Amount.

63

(e)           Draws on the Series 2010-1 Letters of Credit.  If there is more than one Series 2010-1 Letter of Credit on the date of any draw on the Series 2010-1 Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Series 2010-1 Letter of Credit in an amount equal to the Series 2010-1 Pro Rata Share of the Series 2010-1 Letter of Credit Provider issuing such Series 2010-1 Letter of Credit of the amount of such draw on the Series 2010-1 Letters of Credit.

(f)            Establishment of Series 2010-1 Cash Collateral Accounts.  On or prior to the date of any drawing under a Series 2010-1 Letter of Credit pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2010-1 Noteholders, an account (each such account, a “Series 2010-1 Cash Collateral Account”) for the deposit of any such draws, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2010-1 Noteholders.  Each Series 2010-1 Cash Collateral Account shall be an Eligible Deposit Account.  If any such Series 2010-1 Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2010-1 Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Series 2010-1 Cash Collateral Account that is an Eligible Deposit Account.  If a new Series 2010-1 Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2010-1 Cash Collateral Account into the new Series 2010-1 Cash Collateral Account.

(g)           Administration of the Series 2010-1 Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each Series 2010-1 Cash Collateral Account to invest funds on deposit in each Series 2010-1 Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Series 2010-1 Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Series 2010-1 Cash Collateral Account), unless any Permitted Investment held in such Series 2010-1 Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Series 2010-1 Cash Collateral Account shall remain uninvested.

(h)           Earnings from Series 2010-1 Cash Collateral Account.  All Series 2010-1 Cash Collateral Account Interest and Earnings with respect to a Series 2010-1 Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.

64

(i)            Series 2010-1 Cash Collateral Account Surplus.  In the event that the Series 2010-1 Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 2.8(i), withdraw on a pro rata basis the amount specified by the Administrator, calculated on the basis of the Series 2010-1 Available Cash Collateral Account Amount for each such Series 2010-1 Cash Collateral Account, from each Series 2010-1 Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.8(i).  The aggregate amount of any such withdrawals from the Series 2010-1 Cash Collateral Accounts shall be limited to the Series 2010-1 Cash Collateral Account Surplus on such Payment Date.  Any amounts withdrawn from any Series 2010-1 Cash Collateral Account shall be paid:  first, to Ford, the lesser of the amount withdrawn from the Series 2010-1 Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, (ii) second, for so long as the Ford LOC Exposure Amount is greater than zero, to the extent that after giving effect to any such withdrawal the Fleet Equity Condition would be satisfied, to the Series 2010-1 Letter of Credit Providers, to the extent that there are unreimbursed Series 2010-1 Disbursements due and owing to such Series 2010-1 Letter of Credit Providers in respect of the Series 2010-1 Letters of Credit, for application in accordance with the provisions of the respective Series 2010-1 Letter of Credit Reimbursement Agreement, and (iii) third, for so long as the Ford LOC Exposure Amount is greater than zero, to the extent that after giving effect to any such withdrawal the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

(j)            Termination of Series 2010-1 Cash Collateral Accounts.  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2010-1 Noteholders and payable from each Series 2010-1 Cash Collateral Account as provided herein, shall withdraw from each such Series 2010-1 Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.8(i) above) and shall pay such amounts, first, pro rata to the Series 2010-1 Letter of Credit Providers, to the extent that there are unreimbursed Series 2010-1 Disbursements due and owing to such Series 2010-1 Letter of Credit Providers, for application in accordance with the provisions of the respective Series 2010-1 Letters of Credit, and second, only for so long as the Ford LOC Exposure Amount is greater than zero solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 2.9.            Series 2010-1 Distribution Account.

(a)           Establishment of Series 2010-1 Distribution Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2010-1 Noteholders an account (the “Series 2010-1 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2010-1 Noteholders.  The Series 2010-1 Distribution Account

65

shall be an Eligible Deposit Account.  If the Series 2010-1 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2010-1 Distribution Account is no longer an Eligible Deposit Account, establish a new Series 2010-1 Distribution Account that is an Eligible Deposit Account.  If a new Series 2010-1 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2010-1 Distribution Account into the new Series 2010-1 Distribution Account.  Initially, the Series 2010-1 Distribution Account will be established with the Trustee.

(b)           Administration of the Series 2010-1 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2010-1 Distribution Account in writing to invest funds on deposit in the Series 2010-1 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2010-1 Distribution Account), unless any Permitted Investment held in the Series 2010-1 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2010-1 Distribution Account.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2010-1 Distribution Account shall remain uninvested.

(c)           Earnings from Series 2010-1 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2010-1 Distribution Account shall be deemed to be on deposit and available for distribution.

(d)           Series 2010-1 Distribution Account Constitutes Additional Collateral for Series 2010-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2010-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2010-1 Noteholders all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2010-1 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2010-1 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2010-1 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in

66

exchange for the Series 2010-1 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2010-1 Distribution Account Collateral”).

Section 2.10.          Trustee as Securities Intermediary.

(a)           The Trustee or other Person holding the Series 2010-1 Collection Account, the Series 2010-1 Excess Collection Account, the Series 2010-1 Accrued Interest Account, the Series 2010-1 Reserve Account, the Series 2010-1 Cash Collateral Accounts, or the Series 2010-1 Distribution Account (each a “Series 2010-1 Designated Account”) shall be the “Securities Intermediary” (as defined in Section 8-102 of the UCC in effect in the State of New York (the “New York UCC”) and a “bank” (as defined in Section 9-102 of the New York UCC), in such capacities, the “Securities Intermediary”).  If the Securities Intermediary in respect of any Series 2010-1 Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.10.

(b)           The Securities Intermediary agrees that:

(i)            The Series 2010-1 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the New York UCC in will be credited;

(ii)           All securities or other property underlying any Financial Assets credited to any Series 2010-1 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2010-1 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

(iii)          All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2010-1 Designated Account;

(iv)          Each item of property (whether investment property, security, instrument or cash) credited to a Series 2010-1 Designated Account shall be treated as a Financial Asset;

(v)           If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2010-1 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by HVF or the Administrator;

67

(vi)          The Series 2010-1 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2010-1 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii)         The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2010-1 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.10(b)(v) of this Series Supplement; and

(viii)        Except for the claims and interest of the Trustee and HVF in the Series 2010-1 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2010-1 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2010-1 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

(c)           The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2010-1 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2010-1 Designated Accounts.

Section 2.11.          [Reserved]

Section 2.12.          Series 2010-1 Demand Note Constitutes Additional Collateral for Series 2010-1 Notes.

(a)           In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2010-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2010-1 Noteholders, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2010-1 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2010-1 Demand Note; and (iii) all proceeds of any and all of the

68

foregoing, including cash. On the Series 2010-1 Closing Date, HVF shall deliver to the Trustee, for the benefit of the Series 2010-1 Noteholders, the Series 2010-1 Demand Note, endorsed in blank. The Trustee, for the benefit of the Series 2010-1 Noteholders, shall be the only Person authorized to make a demand for payment on the Series 2010-1 Demand Note.

(b)           Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2010-1 Demand Note or forgive amounts payable thereunder on any date so that the outstanding principal amount of the Series 2010-1 Demand Note after such reduction or forgiveness is less than the greater of (x) 0.50% of the then-current aggregate Principal Amount of the Series 2010-1 Notes as of such date and (y) theSeries 2010-1 Letter of Credit Liquidity Amount as of such date.  Other than in connection with a reduction or forgiveness in accordance with the first sentence of this Section 2.12(b), or an increase in the stated amount of the Series 2010-1 Demand Note, HVF shall not agree, to any amendment of the Series 2010-1 Demand Note without first satisfying the Series 2010-1 Rating Agency Condition.

Section 2.13.          Subordination of Class B Notes.  Notwithstanding anything to the contrary contained herein or in any other Related Document, the Class B Notes will be subordinate in all respects to the Class A Notes.  No payments on account of interest 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) has been paid in full. Further, no payments on account of principal with respect to the Class B Notes shall be made on any Payment Date until all payments of principal then due and payable with respect to the Class A Notes on such Payment Date have been paid in full, provided, however, that (x) during the Three-Year Notes Controlled Amortization Period, payment of principal of the Class B-1 Notes can be made on any Payment Date after the applicable Class A-1 Controlled Distribution Amount on such Payment Date has been paid and before any payment on principal of the Class A-2 Notes and the Class A-3 Notes has been made and (y) during the Five-Year Notes Controlled Amortization Period, payment of principal of the Class B-2 Notes can be made on any Payment Date after the applicable Class A-2 Controlled Distribution Amount on such Payment Date has been paid and before any payment on principal of the Class A-3 Notes has been made.

ARTICLE III

AMORTIZATION EVENTS

In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2010-1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2010-1 Notes:

69

(a)           HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2010-1 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) Business Days;

(b)           HVF defaults in the payment of any principal of any Class of the Series 2010-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

(c)           a Series 2010-1 Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days;

(d)           a Series 2010-1 Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days;

(e)           (i) all principal of and interest on the Three-Year Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, (ii) all principal of and interest on the Five-Year Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date or (iii) all principal of and interest on the Seven-Year Notes is not paid in full on or before the Seven-Year Notes Expected Final Payment Date;

(f)            the Series 2010-1 Asset Amount shall be less than the Series 2010-1 Required Asset Amount for at least three (3) Business Days;

(g)           the Series 2010-1 Reserve Account, the Series 2010-1 Cash Collateral Account, the Series 2010-1 Excess Collection Account, or any HVF Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Series 2010-1 Enhancement Deficiency or a Series 2010-1 Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days from the Series 2010-1 Adjusted Enhancement Amount or the Series 2010-1 Adjusted Liquidity Amount, in each case to the extent otherwise included in the calculation thereof;

(h)           the Trustee shall for any reason cease to have a valid and perfected first-priority security interest in the Series 2010-1 Collateral or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

(i)            the occurrence of a Servicer Event of Default;

(j)            HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2010-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 

70

2010-1  Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2010-1 Notes; or

(k)           any representation made by HVF in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2010-1 Notes.

In the case of

(i)            any event described in clauses (a) through (h) above, an Amortization Event with respect to the Series 2010-1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2010-1 Noteholder or

(ii)           any event described in clauses (i) through (k) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2010-1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2010-1 Notes has occurred as of the date of the notice.

Subject to Section 12.2 of the Base Indenture, (A) the Series 2010-1 Noteholders owning an aggregate Principal Amount of Series 2010-1 Notes in excess of 66-2/3% of the Series 2010-1 Principal Amount, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2010-1 Notes described in clauses (a) through (h) above, and (B) the Required Noteholders with respect to the Series 2010-1 Notes, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2010-1 Notes described in clauses (i) through (k) above.  Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to the Series 2010-1 Notes, and any Amortization Event with respect to the Series 2010-1 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon.  The Trustee shall provide notice to each Rating Agency then-rating the Series 2010-1 Notes of any waiver by the Series 2010-1 Notes pursuant to this provision.

Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2010-1 Notes described in clause (h) above shall be curable at any time.

71

ARTICLE IV

RESERVED

ARTICLE V

FORM OF SERIES 2010-1 NOTES

Section 5.1.            Issuance of the Series 2010-1 Notes.  The Series 2010-1 Notes will be offered and sold by HVF on the Series 2010-1 Closing Date pursuant to the Series 2010-1 Purchase Agreement.  The Series 2010-1 Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Series 2010-1 Notes following their initial resale may be transferred to QIBs or purchasers in reliance on Regulation S in accordance with the procedure described herein.  The Series 2010-1 Notes will be Book-Entry Notes and DTC will act as the Depository for the Series 2010-1 Notes.  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 (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Series 2010-1 Notes which are in the form of Series 2010-1 Global Notes.

Section 5.2.            Restricted Global Notes.  Each Class of the Series 2010-1 Notes offered and sold in their initial distribution on the Series 2010-1 Closing 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 Exhibits A-1-1, A-2-1 and A-3-1 to this Series Supplement and with respect to the Class B Notes in Exhibit A-4-1, A-5-1 and A-6-1 to this Series Supplement, in each case registered in the name of Cede, as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

Section 5.3.            Regulation S Global Notes and Unrestricted Global Notes.  Each Class of the Series 2010-1 Notes offered and sold on the Series 2010-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth with respect to the Class A Notes inExhibits A-1-2, A-2-2 and A-3-2 to this Series Supplement and with respect to the Class B Notes in Exhibit A-4-2, A-5-2 and A-6-2 to this Series Supplement, in each case registered in the name of Cede, as nominee of DTC, and deposited with BNY, as custodian of DTC, for credit to the

72

respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream.  Until such time as the Restricted Period shall have terminated, such Series 2010-1 Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated with respect to any Series 2010-1 Note, such Series 2010-1 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth with respect to the Class A Notes in Exhibits A-1-3, A-2-3 and A-3-3 to this Series Supplement and with respect to the Class B Notes in Exhibit A-4-3, A-5-3 and A-6-3 to this Series Supplement as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

Section 5.4.            Transfer Restrictions.

(a)           A Series 2010-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 5.4(a) shall not prohibit any transfer of a Series 2010-1 Note that is issued in exchange for a Series 2010-1 Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2010-1 Global Note effected in accordance with the other provisions of this Section 5.4.

(b)           The transfer by a Series 2010-1 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)           If a Series 2010-1 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions

73

given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-1 to this Series Supplement given by the Series 2010-1 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)           If a Series 2010-1 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(d).  Upon receipt by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-2 to this Series Supplement given by the Series 2010-1 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global

74

Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)           If a Series 2010-1 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-3 to this Series Supplement given by such Series 2010-1 Note Owner 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 or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)            In the event that a Series 2010-1 Global Note or any portion thereof is exchanged for Series 2010-1 Notes other than Series 2010-1 Global Notes, such other Series 2010-1 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2010-1 Notes that are not Series 2010-1 Global Notes or for a beneficial interest in a Series 2010-1 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 5.4(a) through Section 5.4(e) and Section 5.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2010-1 Global Note comply with Rule 144A or

75

Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

(g)           Until the termination of the Restricted Period with respect to any Series 2010-1 Note, interests in the Regulation S Global Notes representing such Series 2010-1 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 5.4(g) shall not prohibit any transfer in accordance with Section 5.4(d) of this Series Supplement.  After the expiration of the Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

(h)           The Series 2010-1 Notes shall bear the following legends to the extent indicated:

(i)            The Restricted 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 HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

(ii)           The Regulation S Global Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR

76

OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

(iii)          The Series 2010-1 Global Notes shall bear the following legends:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

77

(iv)          The required legends set forth above shall not be removed from the applicable Series 2010-1 Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2010-1 Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Series 2010-1 Note or Series 2010-1 Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Series 2010-1 Note as provided above, no other Series 2010-1 Note issued in exchange for all or any part of such Series 2010-1 Note shall bear such legend, unless HVF has reasonable cause to believe that such other Series 2010-1 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

Section 5.5.            Definitive Notes.  No Series 2010-1 Note Owner will receive a Definitive Note representing such Series 2010-1 Note Owner’s interest in the Series 2010-1 Notes other than in accordance with Section 2.13 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 of the Base Indenture.

Section 5.6.            Series 2010-1 Notes Held by HVF.  (a) For so long as any Class A Note is Outstanding, no Class B Note with a principal amount greater than zero that is owned by HVF or any of its Affiliates may be delivered to the Trustee for cancellation.

(b)      If HVF or any of its Affiliates shall become a Series 2010-1 Noteholder or Series 2010-1 Note Owner, then HVF shall promptly deliver written notice to the Trustee, which notice shall include the principal amount of the applicable Series 2010-1 Notes and shall reference this Section 5.6(b).

(c)      Upon receipt of such written notice set forth in clause (b) above, the Trustee hereby agrees that it will not cancel the Class B Note identified in such written notice until it receives a subsequent notice that HVF or any of its Affiliates are no longer a Series 2010-1 Noteholder or Series 2010-1 Note Owner or the principal amount of such Class B Note is zero.

ARTICLE VI

GENERAL

Section 6.1.            Optional Redemption of Series 2010-1 Notes.  (a) On any Payment Date, HVF may, at its option, redeem the Class A Notes or any Class of

78

the Class A Notes, in whole but not in part, if on such Payment Date, in the case of a redemption of all of the Class A Notes, the Principal Amount of the Class A Notes is less than or equal to 10% of the aggregate Initial Principal Amount of the Class A Notes and, in the case of any Class of the Class A Notes, the Principal Amount of such Class of Class A Notes is less than or equal to 10% of the Initial Principal Amount of such Class of Class A Notes, as the case may be, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon with funds deposited in the Series 2010-1 Distribution Account for the payment of such redemption price.

(b)           On any Payment Date on which Class A Notes are no longer Outstanding (after giving effect to all anticipated reductions in the Class A Principal Amount on such Payment Date), HVF may, at its option, redeem the Class B Notes or any Class of the Class B Notes, in whole but not in part, if on such Payment Date, in the case of a redemption of all of the Class B Notes, the Principal Amount of the Class B Notes is less than or equal to 10% of the aggregate Initial Principal Amount of the Class B Notes and, in the case of any Class of the Class B Notes, the Principal Amount of such Class of Class B Notes is less than or equal to 10% of the Initial Principal Amount of such Class of Class B Notes, as the case may be, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon with funds deposited in the Series 2010-1 Distribution Account for the payment of such redemption price.

(c)           If HVF elects to redeem any Class of the Series 2010-1 Notes pursuant to the provisions of Section 6.1(a) or (b) of this Series Supplement, it shall notify the Trustee in writing at least 15 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the applicable Series 2010-1 Notes subject to redemption and (iii) the principal amount of the Series 2010-1 Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.1 of the Base Indenture to the Series 2010-1 Noteholders of the Series 2010-1 Notes to be redeemed.  Such notice shall be given not less than 5 days prior to the intended date of redemption.

Section 6.2.            Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2010-1 Notes, substantially in the form of Exhibit G to this Series Supplement, setting forth, inter alia, the following information:

(i)            the total amount available to be distributed to the Series 2010-1 Noteholders on such Payment Date;

(ii)           the amount of such distribution allocable to the payment of principal of each Class of the Series 2010-1 Notes;

79

(iii)          the amount of such distribution allocable to the payment of interest on each Class of the Series 2010-1 Notes;

(iv)          the Series 2010-1 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

(v)           the Series 2010-1 Enhancement Amount, the Series 2010-1 Adjusted Enhancement Amount, the Series 2010-1 Liquidity Amount and the Series 2010-1 Adjusted Liquidity Amount, in each case, as of the close of business on the last day of the Related Month;

(vi)          whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

(vii)         whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

(viii)        whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2010-1 Notes has occurred;

(ix)           the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

(x)            the Bankrupt Manufacturer Vehicle Amount, the Bankrupt Manufacturer Vehicle Percentage, the Capped Category 2 Manufacturer Program Vehicle Percentage, the Category 1 Manufacturer Eligible Program Vehicle Amount, the Category 1 Manufacturer Eligible Program Vehicle Percentage, the Category 1 Manufacturer Non-Eligible Program Vehicle Amount, the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage, the Category 2 Manufacturer Eligible Program Vehicle Amount, the Category 2 Manufacturer Eligible Program Vehicle Percentage, the Category 2 Manufacturer Non-Eligible Program Vehicle Amount, the Category 2 Manufacturer Non-Eligible Program Vehicle Percentage, the Category 2 Manufacturer Program Vehicle Percentage, the Category 3 Manufacturer Vehicle Amount, the Manufacturer Eligible Program Vehicle Amount, the Manufacturer Non-Eligible Program Vehicle Amount, the Manufacturer Non-Eligible Vehicle Amount, the Non-Eligible Vehicle Amount, the Non-Program Vehicle Amount, the Non-Program Vehicle Percentage, and the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

(xi)           the Series 2010-1 Highest Enhancement Percentage, the Series 2010-1 Intermediate Enhancement Percentage, the Series 2010-1 Lowest

80

Enhancement Percentage, the Series 2010-1 Intermediate Enhancement Vehicle Percentage and the Series 2010-1 Required Enhancement Percentage as of the close of business on the last day of the Related Month and the Market Value Average and Non-Program Vehicle Measurement Month Average, and all calculations related thereto;

(xii)the Series 2010-1 Required Incremental Enhancement Amount, if any, as of the close of business on the last day of the Related Month;

(xiii)the Series 2010-1 Required Liquidity Amount, if any, as of the close of business on the last day of the Related Month, and whether a Series 2010-1 Liquidity Deficiency existed and the amount thereof, in each case, as of the close of business on the last day of the Related Month;

(xiv)the Series 2010-1 Required Enhancement Amount as of the close of business on the last day of the Related Month, and whether a Series 2010-1 Enhancement Deficiency existed and the amount thereof, in each case, as of the close of business on the last day of the Related Month;

(xv)the Series 2010-1 Required Overcollateralization Amount, the Series 2010-1 Overcollateralization Amount and the Series 2010-1 Required Asset Amount, in each case, as of the close of business on the last day of the Related Month;

(xvi)the Series 2010-1 Required Reserve Account Amount and the Series 2010-1 Available Reserve Account Amount,in each case, as of the close of business on the last day of the Related Month;

(xvii)the percentage, Manufacturer Eligible Program Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer including such information grouped according to whether each such Manufacturer is a Category 1 Manufacturer, a Category 2 Manufacturer, or a Category 3 Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

(xviii)the percentage, Manufacturer Non-Eligible Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer;

(xix)the percentage, Manufacturer Non-Eligible Vehicle Amount and rating of the related Manufacturer of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month that were Non-Program Vehicles manufactured by such Manufacturer;

81

(xx)          the Series 2010-1 Letter of Credit Liquidity Amount and the Series 2010-1 Letter of Credit Amount, in each case, as of the close of business on the last day of the Related Month; and

(xxi)         the Series 2010-1 Principal Amount and the Series 2010-1 Adjusted Principal Amount, in each case as of such Payment Date.

The Trustee shall provide to the Series 2010-1 Noteholders, or their designated agent copies of each Monthly Noteholders’ Statement.

Section 6.3.            Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A-1-1:	Form of Restricted Global Class A-1 Note
Exhibit A-1-2:	Form of Regulation S Global Class A-1 Note
Exhibit A-1-3:	Form of Unrestricted Global Class A-1 Note
Exhibit A-2-1:	Form of Restricted Global Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Class A-2 Note
Exhibit A-3-1:	Form of Restricted Global Class A-3 Note
Exhibit A-3-2:	Form of Regulation S Global Class A-3 Note
Exhibit A-3-3:	Form of Unrestricted Global Class A-3 Note
Exhibit A-4-1:	Form of Restricted Global Class B-1 Note
Exhibit A-4-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-4-3:	Form of Unrestricted Global Class B-1 Note
Exhibit A-5-1:	Form of Restricted Global Class B-2 Note
Exhibit A-5-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-5-3:	Form of Unrestricted Global Class B-2 Note
Exhibit A-6-1:	Form of Restricted Global Class B-3 Note
Exhibit A-6-2:	Form of Regulation S Global Class B-3 Note
Exhibit A-6-3:	Form of Unrestricted Global Class B-3 Note
Exhibit B:	Form of Series 2010-1 Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D:	Form of Series 2010-1 Letter of Credit Reduction Notice
Exhibit E:	Reserved
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2010-1 Demand Note
Exhibit I:	Form of Demand Notice
Exhibit J:	Form of Supplemental Indenture to Base Indenture
Exhibit K:	Form of Amendment to Collateral Agency Agreement
Exhibit L:	Form of Amendment to HGI Purchase Agreement
Exhibit M:	Form of Amendment to HVF Lease

82

Section 6.4.            Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 6.5.            Notice to Rating Agencies.  The Trustee shall provide to each Rating Agency a copy of each notice to the Series 2010-1 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.

Section 6.6.            Third Party Beneficiary.  Ford, in its capacity as accountholder of a Ford Letter of Credit, is an express third party beneficiary of the Base Indenture and this Series Supplement to the extent of the provisions relating to Ford.

Section 6.7.            Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 6.8.            Governing Law.  This Series Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Section 6.9.            Amendments.  This Series Supplement may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided, that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders with respect to the Series 2010-1 Notes is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2010-1 Notes; provided, further, that, if the consent of the Required Noteholders with respect to the Series 2010-1 Notes is required for a proposed amendment or modification of this Series Supplement that does not adversely affect in any material respect one or more Classes of the Series 2010-1 Notes (as evidenced by an Officer’s Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Series 2010-1 Noteholders representing more than 50% of the Principal Amount of the Classes of the Series 2010-1 Notes materially adversely affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2010-1 Noteholders holding the Classes of the Series 2010-1 Notes not affected by such amendment or modification).  Any amendment to this Series Supplementshall be subject to the satisfaction of the Series 2010-1 Rating Agency Condition.

Section 6.10.          Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2010-1

83

Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2010-1 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, and (iii) the Series 2010-1 Letter of Credit Liquidity Amount and the Series 2010-1 Letter of Credit Liquidity Amount is equal to zero.

Section 6.11.          Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be in effect in accordance with Section 6.10 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be effective as to the Series 2010-1 Notes without the consent of the Required Noteholders with respect to the Series 2010-1 Notes.

Section 6.12.          Noteholder Consents.  Each Series 2010-1 Noteholder, upon acquisition of a Series 2010-1 Note, will be deemed to agree and consent to (i) the execution of a Supplemental Indenture to the Base Indenture substantially in the form of Exhibit J of this Series Supplement, (ii) the execution of an amendment to the Collateral Agency Agreement substantially in the form of Exhibit K of this Series Supplement, (iii) the execution of an amendment to the HGI Purchase Agreement substantially in the form of Exhibit L of this Series Supplement, and (iv) the execution of an amendment to the HVF Lease substantially in the form of Exhibit M of this Series Supplement, in each case, together with any changes to such forms that do not adversely affect the Series 2010-1 Noteholders in any material respect as evidenced by an Officer’s Certificate of HVF.  Such deemed consent will apply to each proposed amendment set forth in Exhibits J, K, L, and M of this Series Supplement individually, and the failure to effect any of the amendments set forth therein will not revoke the consent with respect to any other amendment.

Section 6.13.          Confidential Information.  (a)  The Trustee and each Series 2010-1 Note Owner agrees, by its acceptance and holding of a beneficial interest in a Series 2010-1 Note, to maintain the confidentiality of all Confidential Information in accordance with procedures adopted by such Series 2010-1 Noteholder in good faith to protect confidential information of third parties delivered to such person; provided that such person may deliver or disclose Confidential Information to: (i) such person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13; (ii) such person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13; (iii) any other Series 2010-1 Note Owner; (iv) any person of the type that would be, to such person’s knowledge, permitted to acquire an interest in the Series 2010-1 Notes in accordance with the requirements of the Indenture to which such person sells or offers to sell any such interest in the Series 2010-1 Notes or any part thereof and that agrees to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13 (or in accordance with such other confidentiality procedures as are acceptable to HVF); (v) any federal or state or other

84

regulatory, governmental or judicial authority having jurisdiction over such person; (vi) 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; (vii) any reinsurers or liquidity or credit providers that agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 6.13 (or in accordance with such other confidentiality procedures as are acceptable to HVF); (viii) any other person with the consent of HVF; or (ix) 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 (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 (unless prohibited by applicable law or other requirement having the force of law) or (D) if an Amortization Event with respect to the Series 2010-1 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 2010-1 Notes, the Indenture or any other Related Document; and provided, further, however, that delivery to any Series 2010-1 Note Owner of any report or information required by the terms of the Indenture to be provided to such Series 2010-1 Note Owner shall not be a violation of this Section 6.13.  Each Series 2010-1 Note Owner, by its acceptance of a beneficial interest in the Series 2010-1 Notes, shall be deemed to have agreed, except as set forth in clauses (v), (vi) and (ix) above, that it shall use the Confidential Information for the sole purpose of making an investment in the Series 2010-1 Notes or administering its investment in the Series 2010-1 Notes.  In the event of any required disclosure of the Confidential Information by such Series 2010-1 Note Owner, such Series 2010-1 Note Owner shall be deemed to have agreed to use reasonable efforts to protect the confidentiality of the Confidential Information.

(b)           For the purposes of this Section 6.13, “Confidential Information” means information delivered to the Trustee or any Series 2010-1 Note Owner by or on behalf of HVF in connection with and relating to the transactions contemplated by or otherwise pursuant to the Indenture and the Related Documents; provided that such term does not include information that: (i) was publicly known or otherwise known to the Trustee or the Series 2010-1 Note Owner prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or omission by the Trustee, any Series 2010-1 Note Owner or any person acting on behalf of the Trustee or any Series 2010-1 Note Owner; (iii) otherwise is known or becomes known to the Trustee or any Series 2010-1 Note Owner other than (x) through disclosure by HVF or (y) as a result of a breach of fiduciary duty to HVF or a contractual duty to HVF; or (iv) is allowed to be treated as non-confidential by consent of HVF.

Section 6.14.          Trustee Has No Duty to Monitor Manufacturer Ratings.  In no event shall the Trustee (x) have any duty or responsibility to monitor the ratings of the Manufacturers or (y) be charged with knowledge of such ratings, unless a Trust

85

Officer receives written notice of such ratings from HVF, Hertz or any Series 2010-1 Noteholder or otherwise has actual knowledge thereof.

86

IN WITNESS WHEREOF, HVF and the Trustee have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC
By:	/s/ R. Scott Massengill
	Name: R. Scott Massengill
	Title: Vice President & Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee,
By:	/s/ John D. Ask
	Name: John D. Ask
	Title: Senior Associate

87

EX-10.51

EXHIBIT 10.51

[Form of Director Indemnification Agreement]

(Restated form used after April 2009)

INDEMNIFICATION AGREEMENT, dated as of [·], 20[·], between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).

WHEREAS, qualified persons are reluctant to serve corporations as directors or otherwise unless they are provided with broad indemnification and insurance against claims arising out of their service to and activities on behalf of the corporations; and

WHEREAS, the Company has determined that attracting and retaining such persons is in the best interests of the Company’s stockholders and that it is reasonable, prudent and necessary for the Company to indemnify such persons to the fullest extent permitted by applicable law and to provide reasonable assurance regarding insurance;

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1.Defined Terms; Construction.

(a)Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Change in Control” means, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries acting in such capacity, or (B) the Investors, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company and any new director whose election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power

represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of its assets, or (v) the Company shall file or have filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Company.

“Corporate Status” means the status of a person who is or was a director (or a member of any committee of a board of directors), officer, employee or agent (including without limitation a manager of a limited liability company) of the Company or any of its subsidiaries, or of any predecessor thereof, or is or was serving at the request of the Company as a director (or a member of any committee of a board of directors), officer, employee or agent (including without limitation a manager of a limited liability company) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, or of any predecessor thereof, including service with respect to an employee benefit plan.

“Determination” means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an “Adverse Determination”).  An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct.

“DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time.

“Expenses” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees of experts, bonds, witness fees, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.

“Independent Legal Counsel” means an attorney or firm of attorneys competent to render an opinion under the applicable law, selected in accordance with the provisions of Section 5(e), who has not otherwise performed any services for the Company or any of its subsidiaries or for Indemnitee within the last three years (other than with respect to

2

matters concerning the rights of Indemnitee under this Agreement or of other Indemnitees under indemnity agreements similar to this Agreement).

“Investors” means collectively (i) (a) Clayton, Dubilier & Rice Fund VII, L.P., (b) CDR CCMG Co-Investor L.P., and (c) CD&R Parallel Fund VII, L.P., (d) ML Global Private Equity Fund, L.P., (e) Merrill Lynch Ventures L.P. 2001, (f) CMC-Hertz Partners, L.P., (g) ML Hertz Co-Investor, L.P.. (h) Carlyle Partners IV, L.P., (i) CEP II Participations S.àr.l., (j) CP IV Co-investment, L.P., and (k) CEP II U.S. Investments, L.P.; (ii) TC Group L.L.C. (which operates under the trade name The Carlyle Group); (iii) Clayton, Dubilier & Rice, Inc., (iv) Merrill Lynch Global Partners, Inc., (v) any Affiliate of any thereof, including any investment fund or vehicle managed, sponsored or advised by any thereof, (vi) any successor in interest to any thereof.

“Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.

“Voting Securities” means any securities of the Company that vote generally in the election of directors.

(b)Construction.  For purposes of this Agreement,

(i)References to the Company and any of its “subsidiaries”  shall include any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise that before or after the date of this Agreement is party to a merger or consolidation with the Company or any such subsidiary or that is a successor to the Company as contemplated by Section 8(d) (whether or not such successor has executed and delivered the written agreement contemplated by Section 8(d)).

(ii)References to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan.

(iii)References to a “witness” in connection with a Proceeding shall include any interviewee or person called upon to produce documents in connection with such Proceeding.

2.Agreement to Serve.

Indemnitee agrees to serve as a director of the Company or one or more of its subsidiaries and in such other capacities as Indemnitee may serve at the request of the Company from time to time, and by its execution of this Agreement the Company

3

confirms its request that Indemnitee serve as a director and in such other capacities.  Indemnitee shall be entitled to resign or otherwise terminate such service with immediate effect at any time, and neither such resignation or termination nor the length of such service shall affect Indemnitee’s rights under this Agreement.  This Agreement shall not constitute an employment agreement, supersede any employment agreement to which Indemnitee is a party or create any right of Indemnitee to continued employment or appointment.

3.Indemnification.

(a)General Indemnification.  The Company shall indemnify Indemnitee, to the fullest extent permitted by applicable law in effect on the date hereof or as amended to increase the scope of permitted indemnification, against Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges in connection therewith) incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status.

(b)Additional Indemnification Regarding Expenses.  Without limiting the foregoing, in the event any Proceeding is initiated by Indemnitee or the Company or any of its subsidiaries to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under the Company’s or any such subsidiary’s certificate of incorporation or bylaws, any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law or any liability insurance policy, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, whether or not Indemnitee is successful in such Proceeding, except to the extent that the court presiding over such Proceeding determines that material assertions made by Indemnitee in such Proceeding were in bad faith or were frivolous.

(c)Partial Indemnification.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement incurred by Indemnitee, but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for such portion.

(d)Other Rights to Indemnification.  The indemnification and advancement of expenses (including attorneys’ fees) and costs provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under the Company’s certificate of incorporation or bylaws, any agreement, any vote of stockholders or directors, the DGCL, any other applicable law or any liability insurance policy; provided that (i) to the extent that

4

Indemnitee is entitled to be indemnified by the Company and by any shareholder of the Company or any affiliate (other than the Company and its subsidiaries) of any such shareholder or any insurer under a policy procured by any such shareholder or affiliate, the obligations of the Company hereunder shall be primary and the obligations of such shareholder, affiliate or insurer secondary, and (ii) the Company shall not be entitled to contribution or indemnification from or subrogation against such shareholder, affiliate or insurer.

(e)Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated under the Agreement to indemnify Indemnitee:

(i)For Expenses incurred in connection with Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except (x) as contemplated by Section 3(b), (y) in specific cases if the board of directors of the Company has approved the initiation or bringing of such Proceeding, and (z) as may be required by law.

(ii)For any profits arising from the purchase and sale by the Indemnitee of securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute that the Company is entitled thereunder to recover from Indemnitee.

(f)Subrogation.  Except as set forth in Section 3(d)(ii) of this Agreement, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute such documents and do such acts as the Company may reasonably request to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

4.Advancement of Expenses.

The Company shall pay all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i), in advance of the final disposition of such Proceeding and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f).  Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company for such Expenses.  Such repayment obligation shall be unsecured and shall not bear interest.

5

5.Indemnification Procedure.

(a)Notice of Proceeding; Cooperation.  Indemnitee shall give the Company notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement, provided that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that (i) none of the Company and its subsidiaries are party to or aware of such Proceeding and (ii) the Company is materially prejudiced by such failure.

(b)Settlement.  The Company will not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.

(c)Request for Payment; Timing of Payment.  To obtain indemnification payments or advances under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee.  The Company shall make indemnification payments to Indemnitee no later than 30 days, and advances to Indemnitee no later than five business days, after receipt of the written request of Indemnitee.

(d)Determination.  The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification.  In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise.  Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows:

(i)If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) 

6

by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company.

(ii)If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee.

The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

(e)Independent Legal Counsel.  If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed).  If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed).  The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

(f)Consequences of Determination; Remedies of Indemnitee.  The Company shall be bound by and shall have no right to challenge a Favorable Determination.  If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the Company to make such payments or advances.  Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding in accordance with Section 3(b) and to have such Expenses advanced by the Company in accordance with Section 4.  If Indemnitee fails to challenge an Adverse Determination, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld (including, if applicable, by reason of such challenge having been untimely) by a final judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee under this Agreement.

(g)Presumptions; Burden and Standard of Proof.  In connection with any Determination, or any review of any Determination, by any person, including a court:

(i)It shall be a presumption that a Determination is not required.

7

(ii)It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances.

(iii)The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall be overcome only if the Company establishes that there is no reasonable basis to support it.

(iv)The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.

(v)Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 5(f) shall be de novo with respect to all determinations of fact and law.

6.Directors and Officers Liability Insurance.

(a)Maintenance of Insurance.  For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Proceeding indemnifiable hereunder, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for Indemnitee of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance.  Upon request, the Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and will notify Indemnitee of any material changes that have been made to such documents.  In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the directors and officers of the Company most favorably insured by such policy.

(b)Notice to Insurers.  Upon receipt of notice of a Proceeding pursuant to Section 5(a), the Company shall give or cause to be given prompt notice of

8

such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies.  The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies.

7.Exculpation, etc.

(a)Limitation of Liability.  Indemnitee shall not be personally liable to the Company or any of its subsidiaries or to the stockholders of the Company or any such subsidiary for monetary damages for breach of fiduciary duty as a director of the Company or any such subsidiary; provided, however, that the foregoing shall not eliminate or limit the liability of the Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the Company or such subsidiary or the stockholders thereof; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit.  If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by the DGCL or such other applicable law as so amended.

(b)Period of Limitations.  No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company or any of its subsidiaries against Indemnitee or Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators or assigns after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period, provided that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

8.Miscellaneous.

(a)Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each

9

portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

(b)Notices.  All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, (ii) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (iii) on the third business day following the date of mailing if delivered by domestic registered or certified mail, properly addressed, or on the fifth business day following the date of mailing if sent by airmail from a country outside of North America, to Indemnitee as shown on the signature page of this Agreement, to the Company at the address shown on the signature page of this Agreement, or in either case as subsequently modified by written notice.

(c)Amendment and Termination.  No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

(d)Successors and Assigns.  This Agreement shall be binding upon the Company and its respective successors and assigns, including without limitation any acquiror of all or substantially all of the Company’s assets or business and any survivor of any merger or consolidation to which the Company is party, and shall inure to the benefit of the Indemnitee and the Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators and assigns.  The Company shall require and cause any such successor, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement as if it were named as the Company herein, and the Company shall not permit any such purchase of assets or business, acquisition of securities or merger or consolidation to occur until such written agreement has been executed and delivered.  No such assumption and agreement shall relieve the Company of any of its obligations hereunder, and this Agreement shall not otherwise be assignable by the Company.

(e)Choice of Law; Consent to Jurisdiction.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.  The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

10

(f)Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s respective certificates of incorporation or bylaws, any agreement, any vote of stockholders or directors, the DGCL or other applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

(g)Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

[Remainder of this page intentionally left blank.]

11

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	HERTZ GLOBAL HOLDINGS, INC.
	By:
		Name:
		Title:
	Address:		225 Brae Boulevard
			Park Ridge, NJ 07656
AGREED TO AND ACCEPTED:
[·]
By:
Address:

12

EX-15

EXHIBIT 15

August 6, 2010

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We are aware that our report dated August 6, 2010 on our review of interim financial information of Hertz Global Holdings, Inc. and its subsidiaries (the "Company") for the three-month and six-month periods ended June 30, 2010 and June 30, 2009 and included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2010 is incorporated by reference in its Registration Statements on Form S-8 (File Nos. 333-138812 and 333-151103) and on Form S-3 (File No. 333-159348).

Very truly yours,

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Mark P. Frissora, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2010 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)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2010

By:	/s/ MARK P. FRISSORA
	Mark P. Frissora Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Elyse Douglas, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2010 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)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2010

By:	/s/ ELYSE DOUGLAS
	Elyse Douglas Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of Hertz Global Holdings, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark P. Frissora, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

the Report, to which this statement is furnished as an Exhibit, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2010	By:	/s/ MARK P. FRISSORA
		Mark P. Frissora Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of Hertz Global Holdings, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Elyse Douglas, 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: August 6, 2010	By:	/s/ ELYSE DOUGLAS
		Elyse Douglas Chief Financial Officer