Common use of Exchange of Property Clause in Contracts

Exchange of Property. (a) In accordance with the terms of this Agreement and subject to the terms and provisions of Section 2.08, the QI agrees to effect each Exchange hereunder for the benefit of the Exchangor by (a) acquiring one or more Relinquished Properties from the Exchangor, (b) transferring such Relinquished Property(ies) to one or more Buyers pursuant to the method described in Section 2.03, (c) acquiring one or more Replacement Properties from one or more Sellers, and (d) transferring such Replacement Property(ies) to the Exchangor pursuant to the method described in Section 2.04. The Exchangor shall be solely responsible for determining the scope of each separate and distinct Exchange hereunder by matching one or more Relinquished Properties with one or more Replacement Properties. (b) No transfer by a Legal Entity of Relinquished Property pursuant to this Agreement shall be made unless each of the following conditions are satisfied: (i) the Escrow Agreement shall be in effect; (ii) in connection with the transfer of any Program Vehicle pursuant to a Manufacturer Program, the applicable Legal Entity shall have contracted to sell such Program Vehicle pursuant to such Manufacturer Program (the Manufacturer party to which shall have consented to the purchase and sale of Vehicles by the QI pursuant to an Assignment Agreement, which consent shall not have been revoked) and shall have directed the QI to sell such Program Vehicle in accordance with such Manufacturer Program on the date such Program Vehicle becomes Relinquished Property pursuant to this Agreement; (iii) on the date of any transfer of any Vehicle to the QI, the only obligations or liabilities, if any, secured by such Vehicle are obligations or liabilities arising under the Related Documents or, with respect to Vehicles transferred by Hertz or HCS, Financing Documents under which Hertz or HCS, respectively, is a borrower; (iv) solely with respect to (i) a proposed transfer by HVF of Relinquished Property (other than any Relinquished Property relating to Series-Specific Collateral for any Segregated Series that does not have one or more Rating Agencies rating the related Segregated Notes at the request of the Issuer) pursuant to this Agreement or (ii) a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar Financed Vehicle pursuant to this Agreement, as of the date of any such transfer, in each case, a QI Parent Downgrade Event shall not have occurred and continued unremedied for a period of seven calendar days (ending at 11:59 p.m. on such seventh day) prior to such date (unless such QI Parent Downgrade Event has been remedied); and (v) on the date of any such transfer, the following statements shall be true: (A) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Collateral pursuant to this Agreement, no Potential Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing or would result from the making of such transfer, in each case with respect to a Series of Notes; (B) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Series-Specific Collateral of a particular Segregated Series pursuant to this Agreement, no LKE 2.02 Trigger Event with respect to such Segregated Series has occurred and is continuing or would result from the making of such transfer; (C) solely with respect to a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar Financed Vehicle pursuant to this Agreement, (i) no Event of Default has occurred and is continuing or would result from the making of such transfer and (ii) no mandatory repayment event set forth in Section 4.4(b)(iv) of the Sidecar Credit Agreement has occurred and is continuing or would result from the making of such transfer; (D) (A) solely with respect to a proposed transfer by HVF of Relinquished Property relating to HVF Vehicles, the Termination Date has not occurred with respect to such HVF Vehicles and (B) solely with respect to the proposed transfer by HVF of Relinquished Property relating to HVF Segregated Vehicles constituting Series-Specific Collateral of a particular Segregated Series, the Termination Date has not occurred with respect to such HVF Segregated Vehicles; and (E) the representations and warranties of the QI in Article VI are true and correct on and as of such date and shall be deemed to have been made on and as of such date with the same effect as though made on and as of such date. In connection with any such transfer of Relinquished Property, (A) the applicable Legal Entity, by making such transfer, shall be deemed to have represented and warranted to the effect set forth in clauses (v)(A), (B), (C) and (D) above, and (B) the QI shall be deemed to have represented and warranted to the effect set forth in clause (v)(E) above.

Exchange of Property. (a) In accordance with the terms of this Agreement and subject to the terms and provisions of Section 2.08Agreement, the QI agrees to effect each Exchange hereunder for the benefit of the Exchangor by (a) acquiring one or more transfer Relinquished Properties from the ExchangorProperty to a Buyer, (b) transferring such Relinquished Property(ies) to one or more Buyers pursuant to the method described in terms of Section 2.03, (c) acquiring one or more Replacement Properties from one or more Sellers2.02 hereof, and (d) transferring such to subsequently acquire Replacement Property(ies) to the Exchangor Property of a like-kind from a Seller pursuant to the method described terms of Section 2.03 hereof in transactions intended to qualify as exchanges under Section 2.04. The Exchangor shall be solely responsible for determining 1031 of the scope of each separate and distinct Exchange hereunder by matching one or more Relinquished Properties with one or more Replacement PropertiesCode. (b) No transfer by a Legal Entity of Relinquished Property pursuant to this Agreement shall be made unless each of the following conditions are satisfied: : (iu) the Escrow Agreement shall be in effect; ; (iiv) in connection with the transfer of any Program Vehicle pursuant to a an Eligible Manufacturer Program, the applicable Legal Entity shall have contracted to sell such Program Vehicle pursuant to such Eligible Manufacturer Program (the Manufacturer party to which shall have consented to the purchase and sale of Vehicles by the QI pursuant to an Assignment Agreement, which consent shall not have been revoked) and shall have directed the QI to sell such Program Vehicle in accordance with pursuant to such Eligible Manufacturer Program on the date such Program Vehicle becomes Relinquished Property pursuant to this Agreement; ; (iiiw) on the date of any transfer of any Vehicle to the QI, the only obligations or liabilities, if any, secured by such Vehicle are obligations or liabilities arising under the Related Documents orDocuments, with respect to Vehicles transferred by Hertz the GE Credit Agreement, the GE Collateral Agreement or HCS, Financing Documents under which Hertz or HCS, respectively, is a borrower; the other GE Loan Documents; (ivx) solely with respect to (i) a proposed transfer by HVF of Relinquished Property (other than any Relinquished Property relating to Series-Specific Collateral for any Segregated Series that which does not have one or more Rating Agencies rating the related Segregated Notes at the request of the Issuer) pursuant to this Agreement or (ii) a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar GE Financed Vehicle pursuant to this Agreement, as of the date of any such transfer, in each case, a QI Parent Downgrade Event shall not have occurred and continued unremedied for a period of seven calendar days (ending at 11:59 p.m. on such seventh day) prior to such date (unless such QI Parent Downgrade Event has been remedied); and ) and (vy) on the date of any such transfer, the following statements shall be true: : (Ai) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Collateral pursuant to this Agreement, no Potential Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing or would result from the making of such transfer, in each case with respect to a Series of Notes; , (Bii) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Series-Specific Collateral of a particular Segregated Series pursuant to this Agreement, no LKE 2.02 Trigger Potential Amortization Event or Amortization Event with respect to such Segregated Series and no Liquidation Event of Default or Limited Liquidation with respect to such Segregated Series has occurred and is continuing or would result from the making of such transfer; , (Ciii) solely with respect to a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar GE Financed Vehicle pursuant to this Agreement, (i) no Event of Default has occurred and is continuing or would result from the making of such transfer and transfer, (ii) no mandatory repayment event set forth in Section 4.4(b)(iv) of the Sidecar Credit Agreement has occurred and is continuing or would result from the making of such transfer; (Div) (Aa) solely with respect to a proposed transfer by HVF of Relinquished Property relating to HVF Vehicles, the Termination Date has not occurred with respect to such the HVF Vehicles and (Bb) solely with respect to the proposed transfer by HVF of Relinquished Property relating to HVF Segregated Vehicles constituting Series-Specific Collateral of a particular Segregated Series, the Termination Date has not occurred with respect to such HVF Segregated Vehicles; and Vehicles and (Ev) the representations and warranties of the QI in Article VI hereof are true and correct on and as of such date and shall be deemed to have been made on and as of such date with the same effect as though made on and as of such date. In connection with any such transfer of Relinquished Property, (A) the applicable Legal Entity, by making such transfer, shall be deemed to have represented and warranted to the effect set forth in clauses (v)(Az)(i), (Bii), (Ciii) and (Div) above, and (B) the QI shall be deemed to have represented and warranted to the effect set forth in clause (v)(Ez)(v) above.

Exchange of Property. (a) In accordance with the terms of this Agreement and subject to the terms and provisions of Section 2.08Agreement, the QI agrees to effect each Exchange hereunder for the benefit of the Exchangor by (a) acquiring one or more transfer Relinquished Properties from the ExchangorProperty to a Buyer, (b) transferring such Relinquished Property(ies) to one or more Buyers pursuant to the method described in terms of Section 2.03, (c) acquiring one or more Replacement Properties from one or more Sellers2.02 hereof, and (d) transferring such to subsequently acquire Replacement Property(ies) to the Exchangor Property of a like-kind from a Seller pursuant to the method described terms of Section 2.03 hereof in transactions intended to qualify as exchanges under Section 2.04. The Exchangor shall be solely responsible for determining 1031 of the scope of each separate and distinct Exchange hereunder by matching one or more Relinquished Properties with one or more Replacement PropertiesCode. (b) No transfer by a Legal Entity of Relinquished Property pursuant to this Agreement shall be made unless each of the following conditions are satisfied: : (iu) the Escrow Agreement shall be in effect; ; (iiv) no Manufacturer Event of Default with respect to the Manufacturer Program pursuant to which such Relinquished Property is intended to be transferred pursuant to this Agreement shall have occurred and be continuing at the time of such transfer; (w) in connection with the transfer of any Program Vehicle pursuant to a an Eligible Manufacturer Program, the applicable Legal Entity shall have contracted to sell such Program Vehicle pursuant to such Eligible Manufacturer Program (the Manufacturer party to which shall have consented to the purchase and sale of Vehicles by the QI pursuant to an Assignment Agreement, which consent shall not have been revoked) and shall have directed the QI to sell such Program Vehicle in accordance with pursuant to such Eligible Manufacturer Program on the date such Program Vehicle becomes Relinquished Property pursuant to this Agreement; ; (iiix) on the date of any transfer of any Vehicle to the QI, the only obligations or liabilities, if any, secured by such Vehicle are obligations or liabilities arising under the Related Documents or, with respect to Vehicles transferred by Hertz or HCS, Financing Documents under which Hertz or HCS, respectively, is a borrower; Documents; (ivy) solely with respect to (i) a proposed transfer by HVF of Relinquished Property (other than any Relinquished Property relating to Series-Specific Collateral for any Segregated Series that does not have one or more Rating Agencies rating the related Segregated Notes at the request of the Issuer) pursuant to this Agreement or (ii) a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar Financed Vehicle pursuant to this Agreement, as of the date of any such transfer, in each case, a QI Parent Downgrade Event shall not have occurred and continued unremedied for a period of seven calendar days (ending at 11:59 p.m. on such seventh day) prior to such date (unless such QI Parent Downgrade Event has been remedied); and ) and (vz) on the date of any such transfer, the following statements shall be true: : (Ai) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Collateral pursuant to this Agreement, no Potential Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing or would result from the making of such transfer, in each case with respect to a Series of Notes; (B) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Series-Specific Collateral of a particular Segregated Series pursuant to this Agreement, no LKE 2.02 Trigger Event with respect to such Segregated Series has occurred and is continuing or would result from the making of such transfer; (C) solely with respect to a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar Financed Vehicle pursuant to this Agreement, (i) no Event of Default has occurred and is continuing or would result from the making of such transfer and (ii) no mandatory repayment event set forth in Section 4.4(b)(iv) of the Sidecar Credit Agreement has occurred and is continuing or would result from the making of such transfer; (D) (A) solely with respect to a proposed transfer by HVF of Relinquished Property relating to HVF Vehicles, the Termination Date has not occurred with respect to such HVF Vehicles and (B) solely with respect to the proposed transfer by HVF of Relinquished Property relating to HVF Segregated Vehicles constituting Series-Specific Collateral of a particular Segregated Series, the Termination Date has not occurred with respect to such HVF Segregated Vehicles; and (Eiii) the representations and warranties of the QI in Article VI hereof are true and correct on and as of such date and shall be deemed to have been made on and as of such date with the same effect as though made on and as of such date. In connection with any such transfer of Relinquished Property, (A) the applicable Legal Entity, by making such transfer, shall be deemed to have represented and warranted to the effect set forth in clauses (v)(A), (B), (Cz)(i) and (Dii) above, and (B) the QI shall be deemed to have represented and warranted to the effect set forth in clause (v)(Ez)(iii) above.

Exchange of Property. (a) In accordance with the terms of this Agreement and subject to the terms and provisions of Section 2.08Agreement, the QI agrees to effect each Exchange hereunder for the benefit of the Exchangor by (a) acquiring one or more transfer Relinquished Properties from the ExchangorProperty to a Buyer, (b) transferring such Relinquished Property(ies) to one or more Buyers pursuant to the method described in terms of Section 2.03, (c) acquiring one or more Replacement Properties from one or more Sellers2.02 hereof, and (d) transferring such to subsequently acquire Replacement Property(ies) to the Exchangor Property of a like-kind from a Seller pursuant to the method described terms of Section 2.03 hereof in transactions intended to qualify as exchanges under Section 2.04. The Exchangor shall be solely responsible for determining 1031 of the scope of each separate and distinct Exchange hereunder by matching one or more Relinquished Properties with one or more Replacement PropertiesCode. (b) No transfer by a Legal Entity of Relinquished Property pursuant to this Agreement shall be made unless each of the following conditions are satisfied: : (iu) the Escrow Agreement shall be in effect; ; (iiv) no Manufacturer Event of Default with respect to the Manufacturer Program pursuant to which such Relinquished Property is intended to be transferred pursuant to this Agreement shall have occurred and be continuing at the time of such transfer; (w) in connection with the transfer of any Program Vehicle pursuant to a an Eligible Manufacturer Program, the applicable Legal Entity shall have contracted to sell such Program Vehicle pursuant to such Eligible Manufacturer Program (the Manufacturer party to which shall have consented to the purchase and sale of Vehicles by the QI pursuant to an Assignment Agreement, which consent shall not have been revoked) and shall have directed the QI to sell such Program Vehicle in accordance with pursuant to such Eligible Manufacturer Program on the date such Program Vehicle becomes Relinquished Property pursuant to this Agreement; ; (iiix) on the date of any transfer of any Vehicle to the QI, the only obligations or liabilities, if any, secured by such Vehicle are obligations or liabilities arising under the Related Documents orDocuments, with respect to Vehicles transferred by Hertz the GE Credit Agreement, the GE Collateral Agreement or HCS, Financing Documents under which Hertz or HCS, respectively, is a borrower; the other GE Loan Documents; (ivy) solely with respect to (i) a proposed transfer by HVF of Relinquished Property (other than any Relinquished Property relating to Series-Specific Collateral for any Segregated Series that does not have one or more Rating Agencies rating the related Segregated Notes at the request of the Issuer) pursuant to this Agreement or (ii) a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar GE Financed Vehicle pursuant to this Agreement, as of the date of any such transfer, in each case, a QI Parent Downgrade Event shall not have occurred and continued unremedied for a period of seven calendar days (ending at 11:59 p.m. on such seventh day) prior to such date (unless such QI Parent Downgrade Event has been remedied); and ) and (vz) on the date of any such transfer, the following statements shall be true: : (Ai) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Collateral pursuant to this Agreement, no Potential Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing or would result from the making of such transfer, in each case with respect to a Series of Notes; (B) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Series-Specific Collateral of a particular Segregated Series pursuant to this Agreement, no LKE 2.02 Trigger Event with respect to such Segregated Series has occurred and is continuing or would result from the making of such transfer; (Cii) solely with respect to a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar GE Financed Vehicle pursuant to this Agreement, (i) no Event of Default has occurred and is continuing or would result from the making of such transfer and transfer, (iiiii) no mandatory repayment event set forth in Section 4.4(b)(iv) of the Sidecar Credit Agreement has occurred and is continuing or would result from the making of such transfer; (D) (A) solely with respect to a proposed transfer by HVF of Relinquished Property relating to HVF Vehicles, the Termination Date has not occurred with respect to such HVF Vehicles and (B) solely with respect to the proposed transfer by HVF of Relinquished Property relating to HVF Segregated Vehicles constituting Series-Specific Collateral of a particular Segregated Series, the Termination Date has not occurred with respect to such HVF Segregated Vehicles; and (Eiv) the representations and warranties of the QI in Article VI hereof are true and correct on and as of such date and shall be deemed to have been made on and as of such date with the same effect as though made on and as of such date. In connection with any such transfer of Relinquished Property, (A) the applicable Legal Entity, by making such transfer, shall be deemed to have represented and warranted to the effect set forth in clauses (v)(Az)(i), (B), (Cii) and (Diii) above, and (B) the QI shall be deemed to have represented and warranted to the effect set forth in clause (v)(Ez)(iv) above.

Exchange of Property. (a) In accordance with the terms of this Agreement and subject to the terms and provisions of Section 2.08, the QI agrees to effect each Exchange hereunder for the benefit of the Exchangor by (a) acquiring one or more Relinquished Properties from the Exchangor, (b) transferring such Relinquished Property(ies) to one or more Buyers pursuant to the method described in Section 2.03, (c) acquiring one or more Replacement Properties from one or more Sellers, and (d) transferring such Replacement Property(ies) to the Exchangor pursuant to the method described in Section 2.04. The Exchangor shall be solely responsible for determining the scope of each separate and distinct Exchange hereunder by matching one or more Relinquished Properties with one or more Replacement Properties. (b) No transfer by a Legal Entity of Relinquished Property pursuant to this Agreement shall be made unless each of the following conditions are satisfied: (i) the Escrow Agreement shall be in effect; (ii) in connection with the transfer of any Program Vehicle pursuant to a Manufacturer Program, the applicable Legal Entity shall have contracted to sell such Program Vehicle pursuant to such Manufacturer Program (the Manufacturer party to which shall have consented to the purchase and sale of Vehicles by the QI pursuant to an Assignment Agreement, which consent shall not have been revoked) and shall have directed the QI to sell such Program Vehicle in accordance with such Manufacturer Program on the date such Program Vehicle becomes Relinquished Property pursuant to this Agreement; (iii) on the date of any transfer of any Vehicle to the QI, the only obligations or liabilities, if any, secured by such Vehicle are obligations or liabilities arising under the Related Documents orDocuments, with respect to Vehicles transferred by Hertz the GE Credit Agreement, the GE Collateral Agreement or HCS, Financing Documents under which Hertz or HCS, respectively, is a borrowerthe other GE Loan Documents; (iv) solely with respect to (i) a proposed transfer by HVF of Relinquished Property (other than any Relinquished Property relating to Series-Specific Collateral for any Segregated Series that does not have one or more Rating Agencies rating the related Segregated Notes at the request of the Issuer) pursuant to this Agreement or (ii) a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar GE Financed Vehicle pursuant to this Agreement, as of the date of any such transfer, in each case, a QI Parent Downgrade Event shall not have occurred and continued unremedied for a period of seven calendar days (ending at 11:59 p.m. on such seventh day) prior to such date (unless such QI Parent Downgrade Event has been remedied); and (v) on the date of any such transfer, the following statements shall be true: (A) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Collateral pursuant to this Agreement, no Potential Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing or would result from the making of such transfer, in each case with respect to a Series of Notes; (B) solely with respect to a proposed transfer by HVF of Relinquished Property relating to Series-Specific Collateral of a particular Segregated Series pursuant to this Agreement, no LKE 2.02 Trigger Event with respect to such Segregated Series has occurred and is continuing or would result from the making of such transfer; (C) solely with respect to a proposed transfer by Hertz of Relinquished Property with respect to a Sidecar GE Financed Vehicle pursuant to this Agreement, (i) no Event of Default has occurred and is continuing or would result from the making of such transfer and (ii) no mandatory repayment event set forth in Section 4.4(b)(iv) of the Sidecar Credit Agreement has occurred and is continuing or would result from the making of such transfer; (D) (A) solely with respect to a proposed transfer by HVF of Relinquished Property relating to HVF Vehicles, the Termination Date has not occurred with respect to such HVF Vehicles and (B) solely with respect to the proposed transfer by HVF of Relinquished Property relating to HVF Segregated Vehicles constituting Series-Specific Collateral of a particular Segregated Series, the Termination Date has not occurred with respect to such HVF Segregated Vehicles; and (E) the representations and warranties of the QI in Article VI are true and correct on and as of such date and shall be deemed to have been made on and as of such date with the same effect as though made on and as of such date. In connection with any such transfer of Relinquished Property, (A) the applicable Legal Entity, by making such transfer, shall be deemed to have represented and warranted to the effect set forth in clauses (v)(A), (B), (C) and (D) above, and (B) the QI shall be deemed to have represented and warranted to the effect set forth in clause (v)(E) above.