Common use of Demand Note Draw Clause in Contracts

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.

Demand Note Draw. If the Administrator determines 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 Determination Date relating to a Legal Final Payment Date on which is less than (x) the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A aggregate Principal Amount to be made of the Three-Year Notes on such Payment Date) (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or Date, (y) the aggregate Principal Amount of the Five-Year Notes on the Five-Year Notes Legal Final Payment DateDate or (z) that the Class B aggregate Principal Deficit Amount with respect to such Payment Date (after giving effect to any withdrawals from of the Class A Reserve Account and Series 2010-1 Notes on 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 Seven-Year Notes Legal Final Payment Date) will be greater than zero, as applicable, then, prior to 10:00 10:30 a.m. (New York City time) on the second Business Day prior to such (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 on to Hertz for payment under the Series 20092010-2 1 Demand Note in an amount equal to the lesser least of (i) such remaining Principal Amount of the Three-Year Notes, (xii) the excess of (A) such Class B Principal Deficit Amount over (B) the aggregate amount to be deposited in by which the Series 20092010-2 Distribution 1 Liquidity Amount (after giving effect to any withdrawals from the Series 2010-1 Reserve Account in accordance with pursuant to Section 2.5(c)(i2.3(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 (yafter 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 sum of the Class A Series 2010-1 Letter of Credit Amount on as of such Business Day (after giving effect to any draws on the Class A Series 2010-1 Letters of Credit and/or withdrawals from any Class A Series 2010-1 Cash Collateral Accounts Account anticipated to be made with respect to such on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iii2.3(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 Class B 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 on as of such Business Day (after giving effect to any draws on the Class B Series 2010-1 Letters of Credit and/or withdrawals from any Class B Series 2010-1 Cash Collateral Accounts Account anticipated to be made on such the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(i2.3(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 TrusteeTrustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such the applicable Legal Final 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 theretothereof, 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 20092010-2 1 Demand Note to be deposited into the Series 20092010-2 1 Distribution AccountAccount on or prior to the applicable Legal Final Payment Date, and such proceeds shall be treated as Principal CollectionsCollections for all purposes hereunder.

Demand Note Draw. If the Administrator determines amount to be deposited in the Series 2011-1 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 Determination Date relating to a Legal Final Payment Date on which is less than (x) the Class A Notes will no longer be Outstanding (after giving effect to all anticipated reductions in the Class A aggregate Principal Amount to be made of the Three-Year Notes on such Payment Date) (other than the Determination Date related to 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) 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, as applicable, then, prior to 10:00 10:30 a.m. (New York City time) on the second Business Day prior to such (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 on to Hertz for payment under the Series 20092011-2 1 Demand Note in an amount equal to the lesser least of (xi) such remaining Principal Amount of the Three-Year Notes, (ii) the excess of amount by which the Class A/B Liquidity Amount (after giving effect to any withdrawals from the Class A) such Class /B Principal Deficit Amount over (B) the aggregate amount Reserve Account pursuant to be deposited in the Series 2009-2 Distribution Account in accordance with Section 2.5(c)(i2.3(d) of this Series Supplement and any draws under the Class A/B Letters of Credit and/or withdrawals from each Class A/B 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 Class A/B Required Liquidity Amount (yafter giving effect to all anticipated reductions in the aggregate Principal Amount of the Series 2011-1 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 sum of the Class A A/B Letter of Credit Amount on as of such Business Day (after giving effect to any draws on the Class A A/B Letters of Credit and/or withdrawals from any Class A A/B Cash Collateral Accounts Account anticipated to be made with respect to such on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(ii), Section 2.3(e)(iii), Section 2.5(b)(iii2.3(e) and Section 2.5(b)(iv) of this Series Supplement), and (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 2011-1 Demand Note in an amount equal to the lesser of (i) such remaining Principal Amount of the Series 2011-1 Notes and (ii) the Class A/B Letter of Credit Amount on as of such Business Day (after giving effect to any draws on the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Accounts Account anticipated to be made on such the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(i2.3(e) and Section 2.5(b)(iv) of this Series Supplement). The TrusteeTrustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such the applicable Legal Final 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 theretothereof, 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 20092011-2 1 Demand Note to be deposited into the Series 20092011-2 1 Distribution AccountAccount on or prior to the applicable Legal Final Payment Date, and such proceeds shall be treated as Principal CollectionsCollections for all purposes hereunder.

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 A/B Principal Deficit Amount with respect to such the next succeeding Payment Date (after giving effect to any withdrawals from the Class A Reserve Account and the Class A/B Reserve Account with respect to on such Payment Date pursuant to Section 2.5(c)(i2.5(b)(i) of this Series Supplement and the application thereof pursuant to Section 2.5(e2.5(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 Notice”) on Hertz for payment under the Series 20092011-2 1 Demand Note in an amount equal to the lesser of (x) the excess of (A) such Class A/B Principal Deficit Amount over (B) the aggregate amount to be deposited in the Series 20092011-2 1 Distribution Account in accordance with Section 2.5(c)(i2.5(b)(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 A/B Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class A/B Letters of Credit and/or withdrawals from any Class A/B Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e)(i2.3(e) of this Series Supplement). The TrusteeTrustee shall, 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 20092011-2 1 Demand Note to be deposited into the Series 20092011-2 1 Distribution Account, and such proceeds shall be treated as Principal Collections.

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, the Five-Year Notes Legal Final Payment Date or the FiveSeven-Year Notes Legal Final Payment Date) that the Class B Series 2010-1 Principal Deficit Amount with respect to such the next succeeding Payment Date (after giving effect to any withdrawals from the Class A Series 2010-1 Reserve Account and the Class B Reserve Account with respect to on such Payment Date pursuant to Section 2.5(c)(i2.5(b)(i) of this Series Supplement and the application thereof pursuant to Section 2.5(e2.5(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 Notice”) on Hertz for payment under the Series 20092010-2 1 Demand Note in an amount equal to the lesser of (x) the excess of of (A) such Class B Series 2010-1 Principal Deficit Amount over (B) the aggregate amount to be deposited in the Series 20092010-2 1 Distribution Account in accordance with Section 2.5(c)(i2.5(b)(i) of this Series Supplement and (y) the sum of the Class A Series 2010-1 Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class A Series 2010-1 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 2010-1 Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e)(i2.3(e) of this Series Supplement). The TrusteeTrustee shall, 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 20092010-2 1 Demand Note to be deposited into the Series 20092010-2 1 Distribution Account, and such proceeds shall be treated as Principal Collections.