Common use of Principal Deficit Amount Clause in Contracts

Principal Deficit Amount. Draws on Letters of Credit. If the Issuer determines on: (i) any Payment Date that the Principal Deficit Amount (after giving effect to any draws on the Letters of Credit on such Payment Date pursuant to Sub-Clause 5.5(b) above) will be greater than zero; or (ii) the Legal Final Payment Date that the Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Account (other than as a result of this Sub-Clause 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Notes, then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London time) on such Payment Date draw on the Letters of Credit an amount equal to the lesser of: (A) on a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Principal Collection Account in accordance with Sub-Clause 5.4(a)(ii) and Sub-Clause 5.5(b) above; (B) on the Legal Final Payment Date, the excess, if any, of the Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other pursuant to this Sub-Clause 5.5(c), on the Legal Final Payment Date for payment of principal of the Issuer Notes; and (C) the Letter of Credit Amount, by presenting to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand, provided however, that if the Issuer L/C Cash Collateral Account has been established and funded, the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of Credit. The Issuer shall deposit, or cause the deposit of, the proceeds of any such draw on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account into the Issuer Principal Collection Account on such Payment Date.

Principal Deficit Amount. Draws on Letters of CreditSeries 2021-A Demand Note. If the Issuer (A) on any Determination Date, HVF III determines on: (i) any Payment Date that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Sub-Clause Section 5.5(b) above(Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero; or zero or (iiB) on the Determination Date related to the Legal Final Payment Date for any Class of Series 2021-A Notes, HVF III determines that the Series 2021-A Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Series 2021-A Distribution Account (other than as a result of this SubSection 5.5(c) (Principal Deficit Amount – Draws on Series 2021-Clause 5.5(cA Demand Note)) on the Legal Final Payment Date for payment of principal of any Class of the Issuer Series 2021-A Notes, then the Issuerthen, or if the Issuer is not able prior to or fails to make such drawing, the Issuer Security Trustee 10:00 a.m. (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London New York City time) on the second (2nd) Business Day prior to such Payment Date draw Date, HVF III shall instruct (provided that if HVF III fails to so instruct the Trustee then the Program Agent may instruct the Trustee) the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each, a “Demand Notice”) on Hertz for payment under the Letters of Credit Series 2021-A Demand Note in an amount equal to the lesser of: of (Ai) (x) on any such Determination Date related to a Payment Date other than the a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Series 2021-A Principal Collection Account in accordance with SubSections 5.4(b) (Series 2021-Clause 5.4(a)(iiA Reserve Account Withdrawals) and Sub-Clause Section 5.5(b) above; (BPrincipal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit) and (y) on the Determination Date related to a Legal Final Payment DateDate for any Class, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this SubSeries 2021-Clause A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note), )) on the such Legal Final Payment Date for payment of principal of any Class of the Issuer Series 2021-A Notes; and , and (Cii) the Letter principal amount of Credit Amountthe Series 2021-A Demand Note. The Trustee shall, by presenting prior to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand12:00 p.m. (New York City time) on the second (2nd) Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided however, that if an Event of Bankruptcy (or the Issuer L/C Cash Collateral Account has been established occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and fundedbe continuing, the Issuer, or if the Issuer is Trustee shall not able be required to or fails deliver such Demand Notice to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of CreditHertz. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw demand on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account Series 2021-A Demand Note to be deposited into the Issuer Series 2021-A Principal Collection Account on such Payment DateAccount.

Principal Deficit Amount. Draws on Letters of Credit. If the Issuer determines on: (i) any Payment Date that the Principal Deficit Amount (after giving effect to any draws on the Letters of Credit on such Payment Date pursuant to Sub-Clause 5.5(b) above) will be greater than zero; or (ii) the Legal Final Payment Date that the Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Account (other than as a result of this Sub-Clause 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Notes, then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London time) on such Payment Date draw on the Letters of Credit an amount equal to the lesser of: (A) on a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Principal Collection Account in accordance with Sub-Clause 5.4(a)(ii) and Sub-Clause 5.5(b) above; (B) on the Legal Final Payment Date, the excess, if any, of the Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other pursuant to this Sub-Clause 5.5(c), on the Legal Final Payment Date for payment of principal of the Issuer Notes; and (C) the Letter of Credit Amount, by presenting to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand, provided however, that if the Issuer L/C Cash Collateral Account has been established and funded, the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Sub-Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of Credit. The Issuer shall deposit, or cause the deposit of, the proceeds of any such draw on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account into the Issuer Principal Collection Account on such Payment Date.

Principal Deficit Amount. Draws on Series 2013-B Letters of Credit. If the Issuer determines on: (i) any Payment Date that the Principal Deficit Amount Trustee shall have delivered a Demand Notice as provided in Section 5.5(c) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2013-B Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (after giving effect to any draws New York City time) on the Letters Business Day following the making of Credit on such Payment Date pursuant to Sub-Clause 5.5(b) above) will be greater than zero; or the Demand Notice, (ii) due to the Legal Final Payment Date that occurrence of an Event of Bankruptcy (or the Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Account occurrence of an event described in clause (other than as a result of this Sub-Clause 5.5(c)a) on the Legal Final Payment Date for payment of principal of the Issuer Notesdefinition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, or (iii) there is a Preference Amount, then the IssuerTrustee shall draw on the Series 2013-B Letters of Credit, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shallany, by 12:00 p.m. (London New York City time) on such Payment Date draw on the Letters of Credit Business Day in an amount equal to the lesser of: (Ai) on a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount that Hertz failed to be deposited into pay under the Issuer Principal Collection Account in accordance with SubSeries 2013-Clause 5.4(a)(ii) and Sub-Clause 5.5(b) above; (B) on the Legal Final Payment DateB Demand Note, the excess, if any, of the Principal Amount over or the amount that the Trustee failed to be deposited into the Issuer Principal Collection Account, other pursuant to this Sub-Clause 5.5(c), on the Legal Final Payment Date demand for payment of principal of thereunder, or the Issuer Notes; Preference Amount, as the case may be, and (Cii) the Series 2013-B Letter of Credit AmountAmount on such Business Day, WEIL:\95470638\23\52399.0041 in each case by presenting to each Series 2013-B Letter of Credit Provider a draft accompanied by a Series 2013-B Certificate of Credit Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2013-B Certificate of Preference Payment Demand; provided, provided however, however that if the Issuer LSeries 2013-X X/C Cash Collateral Account has been established and funded, the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer LSeries 2013-X X/C Cash Collateral Account an amount equal to the lesser of (x) the LSeries 2013-X X/C Cash Collateral Percentage on such Payment Date Business Day of the amount described lesser of the amounts set forth in sub-paragraphs clauses (A), (Bi) and (Cii) immediately above and (y) the Series 2013-B Available L/C Cash Collateral Account Amount on such Payment Date Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause Section 5.5(a) ), and Sub- Clause Section 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Series 2013-B Letters of Credit. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-B Letters of Credit and the proceeds of any such withdrawal from the Issuer LSeries 2013-X X/C Cash Collateral Account into the Issuer Series 2013-B Principal Collection Account on such Payment Datedate.

Principal Deficit Amount. Draws on Letters of CreditSeries 2021-A Demand Note. If the Issuer (A) on any Determination Date, HVF III determines on: (i) any Payment Date that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Sub-Clause Section 5.5(b) above(Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero; or zero or (iiB) on the Determination Date related to the Legal Final Payment Date Date, HVF III determines that the Series 2021-A Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Series 2021-A Distribution Account (other than as a result of this SubSection 5.5(c) (Principal Deficit Amount – Draws on Series 2021-Clause 5.5(cA Demand Note)) on the Legal Final Payment Date for payment of principal of the Issuer Series 2021-A Notes, then the Issuerthen, or if the Issuer is not able prior to or fails to make such drawing, the Issuer Security Trustee 10:00 a.m. (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London New York City time) on the second Business Day prior to such Payment Date draw Date, HVF III shall instruct (provided that if HVF III fails to so instruct the Trustee then the Program Agent may instruct the Trustee) the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”) on Hertz for payment under the Letters of Credit Series 2021-A Demand Note in an amount equal to the lesser of: of (Ai) (x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Series 2021-A Principal Collection Account in accordance with SubSections 5.4(b) (Series 2021-Clause 5.4(a)(iiA Reserve Account Withdrawals) and Sub-Clause Section 5.5(b) above; (BPrincipal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit) and (y) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this SubSeries 2021-Clause A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note), )) on the Legal Final Payment Date for payment of principal of the Issuer Series 2021-A Notes; and , and (Cii) the Letter principal amount of Credit Amountthe Series 2021-A Demand Note. The Trustee shall, by presenting prior to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand12:00 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 Issuer L/C Cash Collateral Account has been established occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and fundedbe continuing, the Issuer, or if the Issuer is Trustee shall not able be required to or fails deliver such Demand Notice to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of CreditHertz. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw demand on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account Series 2021-A Demand Note to be deposited into the Issuer Series 2021-A Principal Collection Account on such Payment DateAccount.

Principal Deficit Amount. Draws on Letters of CreditSeries 2021-A Demand Note. If the Issuer (A) on any Determination Date, HVF III determines on: (i) any Payment Date that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Sub-Clause Section 5.5(b) above(Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero; or zero or (iiB) on the Determination Date related to the Legal Final Payment Date for any Class of Series 2021-A Notes, HVF III determines that the Series 2021-A Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Series 2021-A Distribution Account (other than as a result of this SubSection 5.5(c) (Principal Deficit Amount – Draws on Series 2021-Clause 5.5(cA Demand Note)) on the Legal Final Payment Date for payment of principal of the Issuer Series 2021-A Notes, then the Issuerthen, or if the Issuer is not able prior to or fails to make such drawing, the Issuer Security Trustee 10:00 a. m. (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London New York City time) on the second Business Day prior to such Payment Date draw Date, HVF III shall instruct (provided that if HVF III fails to so instruct the Trustee then the Program Agent may instruct the Trustee) the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”) on Hertz for payment under the Letters of Credit Series 2021-A Demand Note in an amount equal to the lesser of: of (Ai) (x) on any such Determination Date related to a Payment Date other than the a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Series 2021-A Principal Collection Account in accordance with SubSections 5.4(b) (Series 2021-Clause 5.4(a)(iiA Reserve Account Withdrawals) and Sub-Clause Section 5.5(b) above; (BPrincipal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit) and (y) on the Determination Date related to a Legal Final Payment Date, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this SubSeries 2021-Clause A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note), )) on the such Legal Final Payment Date for payment of principal of the Issuer Series 2021-A Notes; and , and (Cii) the Letter principal amount of Credit Amountthe Series 2021-A Demand Note. The Trustee shall, by presenting prior to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand12:00 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 Issuer L/C Cash Collateral Account has been established occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and fundedbe continuing, the Issuer, or if the Issuer is Trustee shall not able be required to or fails deliver such Demand Notice to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of CreditHertz. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw demand on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account Series 2021-A Demand Note to be deposited into the Issuer Series 2021-A Principal Collection Account on such Payment DateAccount.

Principal Deficit Amount. Draws on Letters of CreditSeries 2013-A Demand Note. If the Issuer (A) on any Determination Date, HVF II determines on: (i) any Payment Date that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2013-A Letters of Credit on such Payment Date pursuant to Sub-Clause Section 5.5(b) above)) will be greater than zero; or zero or (iiB) on the Determination Date related to the Legal Final Payment Date Date, HVF II determines that the Series 2013-A Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Series 2013-A Distribution Account (other than as a result of this Sub-Clause Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Series 2013-A Notes, then the Issuerthen, or if the Issuer is not able prior to or fails to make such drawing, the Issuer Security Trustee 10:00 a.m. (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London New York City time) on the second Business Day prior to such Payment Date draw Date, HVF II shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”) on Hertz for payment under the Letters of Credit Series 2013-A Demand Note in an amount equal to the lesser of: of (Ai) (x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Series 2013-A Principal Collection Account in accordance with Sub-Clause 5.4(a)(iiSections 5.4(b) and Sub-Clause Section 5.5(b) above; and (By) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of the Series 2013-A Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, Series 2013-A Distribution Account (together with any amounts to be deposited therein pursuant WEIL:\96021878\3\52399.0016 to the terms of this Series 2013-A Supplement (other pursuant to than this Sub-Clause Section 5.5(c), )) on the Legal Final Payment Date for payment of principal of the Issuer Series 2013-A Notes; and , and (Cii) the Letter principal amount of Credit Amountthe Series 2013-A Demand Note. The Trustee shall, by presenting prior to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand12:00 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 Issuer L/C Cash Collateral Account has been established occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and fundedbe continuing, the Issuer, or if the Issuer is Trustee shall not able be required to or fails deliver such Demand Notice to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of CreditHertz. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw demand on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account Series 2013-A Demand Note to be deposited into the Issuer Series 2013-A Principal Collection Account on such Payment DateAccount.

Principal Deficit Amount. Draws on Series 2013-A Letters of Credit. If the Issuer determines on: (i) any Payment Date that the Principal Deficit Amount Trustee shall have delivered a Demand Notice as provided in Section 5.5(c) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2013-A Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (after giving effect to any draws New York City time) on the Letters Business Day following the making of Credit on such Payment Date pursuant to Sub-Clause 5.5(b) above) will be greater than zero; or the Demand Notice, (ii) due to the Legal Final Payment Date that occurrence of an Event of Bankruptcy (or the Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Account occurrence of an event described in clause (other than as a result of this Sub-Clause 5.5(c)a) on the Legal Final Payment Date for payment of principal of the Issuer Notesdefinition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, or (iii) there is a Preference Amount, then the IssuerTrustee shall draw on the Series 2013-A Letters of Credit, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shallany, by 12:00 p.m. (London New York City time) on such Payment Date draw on the Letters of Credit Business Day in an amount equal to the lesser of: (Ai) on a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount that Hertz failed to be deposited into pay under the Issuer Principal Collection Account in accordance with SubSeries 2013-Clause 5.4(a)(ii) and Sub-Clause 5.5(b) above; (B) on the Legal Final Payment DateA Demand Note, the excess, if any, of the Principal Amount over or the amount that the Trustee failed to be deposited into the Issuer Principal Collection Account, other pursuant to this Sub-Clause 5.5(c), on the Legal Final Payment Date demand for payment of principal of thereunder, or the Issuer Notes; Preference Amount, as the case may be, and (Cii) the Series 2013-A Letter of Credit AmountAmount on such Business Day, in each case by presenting to each Series 2013-A Letter of Credit Provider a draft accompanied by a Series 2013-A Certificate of Credit Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2013-A Certificate of Preference Payment Demand, ; provided however, that if the Issuer Series 2013-A L/C Cash Collateral Account has been established and funded, the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer Series 2013-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2013-A L/C Cash Collateral Percentage on such Payment Date Business Day of the amount described lesser of the amounts set forth in sub-paragraphs clauses (A), (Bi) and (Cii) immediately above and (y) the Series 2013-A Available L/C Cash Collateral Account Amount on such Payment Date Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause Section 5.5(a) and Sub- Clause Section 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Series 2013-A Letters of Credit. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A Letters of Credit and the proceeds of any such WEIL:\96021878\3\52399.0016 withdrawal from the Issuer Series 2013-A L/C Cash Collateral Account into the Issuer Series 2013-A Principal Collection Account on such Payment Datedate.

Principal Deficit Amount. Draws on Letters of CreditSeries 2013-B Demand Note. If the Issuer (A) on any Determination Date, HVF II determines on: (i) any Payment Date that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2013-B Letters of Credit on such Payment Date pursuant to Sub-Clause Section 5.5(b) above)) will be greater than zero; or zero or (iiB) on the Determination Date related to the Legal Final Payment Date WEIL:\95470638\23\52399.0041 Date, HVF II determines that the Series 2013-B Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Series 2013-B Distribution Account (other than as a result of this Sub-Clause Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Series 2013-B Notes, then the Issuerthen, or if the Issuer is not able prior to or fails to make such drawing, the Issuer Security Trustee 10:00 a.m. (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London New York City time) on the second Business Day prior to such Payment Date draw Date, HVF II shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”) on Hertz for payment under the Letters of Credit Series 2013-B Demand Note in an amount equal to the lesser of: of (Ai) (x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Series 2013-B Principal Collection Account in accordance with Sub-Clause 5.4(a)(iiSections 5.4(b) and Sub-Clause Section 5.5(b) above; and (By) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of the Series 2013-B Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other Series 2013-B Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this SubSeries 2013-Clause B Supplement (other than this Section 5.5(c), )) on the Legal Final Payment Date for payment of principal of the Issuer Series 2013-B Notes; and , and (Cii) the Letter principal amount of Credit Amountthe Series 2013-B Demand Note. The Trustee shall, by presenting prior to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand12:00 noon (New York City time) on the second Business Day preceding such Payment Date, provided shall deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the Issuer L/C Cash Collateral Account has been established occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and fundedbe continuing, the Issuer, or if the Issuer is Trustee shall not able be required to or fails deliver such Demand Notice to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of CreditHertz. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw demand on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account Series 2013-B Demand Note to be deposited into the Issuer Series 2013-B Principal Collection Account on such Payment DateAccount.

Principal Deficit Amount. Draws on Letters of Credit. If the Issuer determines on: (i) any Payment Date that the Principal Deficit Amount (after giving effect to any draws on the Letters of Credit on such Payment Date pursuant to Sub-Clause 5.5(b) above) will be greater than zero; or (ii) the Legal Final Payment Date that the Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Account (other than as a result of this Sub-Clause 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Notes, then the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London time) on such Payment Date draw on the Letters of Credit an amount equal to the lesser of: (A) on a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Principal Collection Account in accordance with Sub-Clause 5.4(a)(ii5.4(b) and Sub-Clause 5.5(b) above; (B) on the Legal Final Payment Date, the excess, if any, of the Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other pursuant to this Sub-Clause 5.5(c), on the Legal Final Payment Date for payment of principal of the Issuer Notes; and (C) the Letter of Credit Amount, by presenting to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand, provided however, that if the Issuer L/C Cash Collateral Account has been established and funded, the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Sub-Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of Credit. The Issuer shall deposit, or cause the deposit of, the proceeds of any such draw on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account into the Issuer Principal Collection Account on such Payment Date.

Principal Deficit Amount. Draws on Letters of CreditSeries 2013-A Demand Note. If the Issuer (A) on any Determination Date, HVF II determines on: (i) any Payment Date that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2013-A Letters of Credit on such Payment Date pursuant to Sub-Clause Section 5.5(b) above)) will be greater than zero; or zero or (iiB) on the Determination Date related to the Legal Final Payment Date Date, HVF II determines that the Series 2013-A Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Series 2013-A Distribution Account (other than as a result of this Sub-Clause Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Series 2013-A Notes, then the Issuerthen, or if the Issuer is not able prior to or fails to make such drawing, the Issuer Security Trustee 10:00 a.m. (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London New York City time) on the second Business Day prior to such Payment Date draw Date, HVF II shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”) on Hertz for payment under the Letters of Credit Series 2013-A Demand Note in an amount equal to the lesser of: of (Ai) (x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Series 2013-A Principal Collection Account in accordance with Sub-Clause 5.4(a)(iiSections 5.4(b) and Sub-Clause Section 5.5(b) above; (B) and on the Determination Date related to the Legal Final Payment Date, the excess, if any, of the Series 2013-A Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other Series 2013-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this SubSeries 2013-Clause A Supplement (other than this Section 5.5(c), )) on the Legal Final Payment Date for payment of principal of the Issuer Series 2013-A Notes; and , and (Cii) the Letter principal amount of Credit Amountthe Series 2013-A Demand Note. The Trustee shall, by presenting prior to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand12:00 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 Issuer L/C Cash Collateral Account has been established occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and fundedbe continuing, the Issuer, or if the Issuer is Trustee shall not able be required to or fails deliver such Demand Notice to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of CreditHertz. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw demand on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account Series 2013-A Demand Note to be deposited into the Issuer Series 2013-A Principal Collection Account on such Payment DateAccount.

Principal Deficit Amount. Draws on Letters of CreditSeries 2020-1 Demand Note. If the Issuer (A) on any Determination Date, HVIF determines on: (i) any Payment Date that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 2020-1 Letters of Credit on such Payment Date pursuant to Sub-Clause Section 5.5(b) above)) will be greater than zero; or zero or (iiB) on the Determination Date related to the Legal Final Payment Date Date, HVIF determines that the Series 2020-1 Principal Amount exceeds the amount to be deposited into the Issuer Principal Collection Series 2020-1 Distribution Account (other than as a result of this Sub-Clause Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Issuer Series 2020-1 Notes, then the Issuerthen, or if the Issuer is not able prior to or fails to make such drawing, the Issuer Security Trustee 10:00 a.m. (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall, by 12:00 p.m. (London New York City time) on the second (2nd) Business Day prior to such Payment Date draw Date, HVIF shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-2 (each a “Demand Notice”) on Hertz for payment under the Letters of Credit Series 2020-1 Demand Note in an amount equal to the lesser of: of (Ai) (x) on any such Determination Date related to a Payment Date other than the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Issuer Series 2020-1 Principal Collection Account in accordance with Sub-Clause 5.4(a)(iiSections 5.4(b) and Sub-Clause Section 5.5(b) above; and (By) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of the Series 2020-1 Principal Amount over the amount to be deposited into the Issuer Principal Collection Account, other Series 2020-1 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this SubSeries 2020-Clause 1 Supplement (other than this Section 5.5(c), )) on the Legal Final Payment Date for payment of principal of the Issuer Series 2020-1 Notes; and , and (Cii) the Letter principal amount of Credit Amountthe Series 2020-1 Demand Note. The Trustee shall, by presenting prior to each Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand12:00 noon (New York City time) on the second (2nd) Business Day preceding such Payment Date, provided deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (except for the Issuer L/C Cash Collateral Account has been established Chapter 11 Cases) (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and fundedbe continuing, the Issuer, or if the Issuer is Trustee shall not able be required to or fails deliver such Demand Notice to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall withdraw from the Issuer L/C Cash Collateral Account an amount equal to the lesser of (x) the L/C Cash Collateral Percentage on such Payment Date of the amount described in sub-paragraphs (A), (B) and (C) above and (y) the Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Sub-Clause 5.5(a) and Sub- Clause 5.5(b)), and the Issuer, or if the Issuer is not able to or fails to make such drawing, the Issuer Security Trustee (subject to Sub-Clause 5.10 (Issuer’s Failure to Draw)), shall draw an amount equal to the remainder of such amount on the Letters of CreditHertz. The Issuer Trustee shall deposit, or cause the deposit of, the proceeds of any such draw demand on the Letters of Credit and the proceeds of any such withdrawal from the Issuer L/C Cash Collateral Account Series 2020-1 Demand Note to be deposited into the Issuer Series 2020-1 Principal Collection Account on such Payment DateAccount.