Common use of Principal Deficit Amount Clause in Contracts

Principal Deficit Amount. Draws on Series 2021-A Letters of Credit. If the Trustee shall have delivered a Demand Notice as provided in Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2021-A Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice, (i) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 2021-A Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Series 2021-A Demand Note, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 2021-A Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided however, that if the Series 2021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.

Principal Deficit Amount. Draws On each Distribution Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 20212002-A 4 Distribution Account as follows: -41- (i) RESERVE ACCOUNT WITHDRAWAL. The Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Distribution Date, in the case of a Principal Deficit Amount resulting from a Series 2002-4 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Distribution Date, in the case of any other Principal Deficit Amount, to withdraw from the Series 2002-4 Reserve Account, an amount equal to the lesser of (x) the Series 2002-4 Available Reserve Account Amount and (y) such Principal Deficit Amount and deposit it in the Series 2002-4 Distribution Account on such Distribution Date. (ii) PRINCIPAL DRAWS ON SERIES 2002-4 LETTERS OF CREDIT. If the Administrator determines on any Distribution Date during the Series 2002-4 Amortization Period that there exists a Series 2002-4 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2002-4 Letters of Credit, if any, as provided below. If Upon receipt of a notice by the Trustee shall have delivered from the Administrator in respect of a Demand Notice as provided in Section 5.5(cSeries 2002-4 Lease Principal Payment Deficit on or prior to 11:00 a.m. (New York City time) (Principal Deficit Amount – Draws on Series 2021-A Demand Note) and Hertz shall have failed to pay to a Distribution Date, the Trustee or deposit into the Series 2021-A Distribution Account the amount specified in such Demand Notice in whole or in part shall, by 12:00 noon (New York City time) on such Distribution Date draw an amount as set forth in such notice equal to the Business Day following the making least of the Demand Notice, (i) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereofsuch Series 2002-4 Lease Principal Payment Deficit, 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 (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 2021-A Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Series 2021-A Demand Note, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the amount by which the Principal Deficit Amount on such Distribution Date exceeds the amount to be deposited in the Series 20212002-A 4 Distribution Account in accordance with clause (i) of this Section 3.5(c) and (iii) the Series 2002-4 Letter of Credit Amount Amount, on such Business Day, in each case the Series 2002-4 Letters of Credit by presenting to each Series 20212002-A 4 Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Lease Deficit Demand Note Demand or, and shall cause the Lease Deficit Disbursements to be deposited in the case of a Preference AmountSeries 2002-4 Distribution Account on such Distribution Date; PROVIDED, a Series 2021-A Certificate of Preference Payment Demand; provided howeverHOWEVER, that if the Series 20212002-A L/C 4 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20212002-A L/C 4 Cash Collateral Account and deposit in the Series 2002-4 Distribution Account an amount equal to the lesser of (x) the Series 20212002-A L/C 4 Cash Collateral Percentage on such Business Day Distribution Date of the lesser least of the amounts set forth described in clauses (i), (ii) and (iiiii) immediately above and (y) the Series 20212002-A 4 Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Distribution Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20212002-A 4 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.

Principal Deficit Amount. Draws on Series 20212020-A 1 Letters of Credit. If the Trustee shall have delivered a Demand Notice as provided in Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note) and Hertz shall have failed to pay to the Trustee or deposit into the Series 20212020-A 1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice, (iii) except for the Chapter 11 Cases, due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, or (iiiii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 20212020-A Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A 1 Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: (i1) the amount that Hertz failed to pay under the Series 20212020-A 1 Demand Note, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii2) the Series 20212020-A 1 Letter of Credit Amount on such Business Day, in each case by presenting to each Series 20212020-A 1 Letter of Credit Provider a draft accompanied by a Series 20212020-A 1 Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 20212020-A 1 Certificate of Preference Payment Demand; provided provided, however, that if the Series 20212020-A 1 L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20212020-A 1 L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 20212020-A 1 L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 20212020-A 1 Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20212020-A 1 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 20212020-A 1 Letters of Credit and the proceeds of any such withdrawal from the Series 20212020-A 1 L/C Cash Collateral Account into the Series 20212020-A 1 Principal Collection Account on such date.

Principal Deficit Amount. Draws If, on any Determination Date, the Servicer determines that the Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee in writing to withdraw from the Series 20211999-A Letters 1 Reserve Account and deposit in the Series 1999-1 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(i) the Series 1999-1 Available Reserve Account Amount and (ii) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 1999-1 Reserve Account and deposit such amount in the Series 1999-1 Distribution Account on or prior to such Distribution Date. If the Series 1999-1 Available Reserve Account Amount is less than the Principal Deficit Amount, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee shall have delivered in writing to deliver a Demand Notice as provided in Section 5.5(cto Republic demanding payment of an amount equal to the lesser of (A) the outstanding principal amount of the Series 1999-1 Demand Note and (B) the remaining Principal Deficit Amount – Draws Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date, deliver such Demand Notice to Republic; provided, however that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Republic shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Republic. The Trustee shall cause the proceeds of any demand on the Series 20211999-A 1 Demand NoteNote to be deposited into the Series 1999-1 Distribution Account. In the event that either (x) and Hertz on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Distribution Date, Republic shall have failed to pay to the Trustee or deposit into in the Series 20211999-A 1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to HertzRepublic, the Trustee shall not have delivered such Demand Notice to HertzRepublic on the second Business Day preceding such Distribution Date, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 20211999-A 1 Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Series 2021-A Demand Note, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 2021-A Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided however, that if the Series 2021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.49 49

Principal Deficit Amount. Draws (i) If, on any Determination Date, the Servicer determines that the Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee in writing to withdraw from the Series 20212005-A Letters 1 Reserve Account and deposit in the Series 2005-1 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(x) the Series 2005-1 Available Reserve Account Amount and (y) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 2005-1 Reserve Account and deposit such amount in the Series 2005-1 Distribution Account on or prior to such Distribution Date for allocation to each Class of Series 2005-1 Notes in accordance with Section 2.5(d) of this Series Supplement. If the Series 2005-1 Available Reserve Account Amount is less than the Principal Deficit Amount and there are any Series 2005-1 Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee shall have delivered in writing to deliver a Demand Notice as provided in Section 5.5(cto Vanguard demanding payment of an amount equal to the least of (A) the outstanding principal amount of the Series 2005-1 Demand Note, (B) the remaining Principal Deficit Amount – Draws (assuming the application of the amount to be removed from the Series 2005-1 Reserve Account and applied to reduce the Series 2005-1 Adjusted Invested Amount on Series 2021-A Demand Notethe next Distribution Date) and Hertz (C) the Series 2005-1 Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date, deliver such Demand Notice to Vanguard; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Vanguard shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Vanguard. The Trustee shall cause the proceeds of such demand on the Series 2005-1 Demand Note to be deposited into the Series 2005-1 Distribution Account for allocation to each Class of the Series 2005-1 Notes in accordance with Section 2.5(d) of this Series Supplement. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Distribution Date, Vanguard shall have failed to pay to the Trustee or deposit into in the Series 20212005-A 1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to HertzVanguard, the Trustee shall not have delivered such Demand Notice to HertzVanguard on the second Business Day preceding such Distribution Date, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 20212005-A 1 Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: of (iA) Series 2005-1 Letter of Credit Amount and (B) the amount that Hertz Vanguard failed to pay under the Series 20212005-A 1 Demand Note, Note (or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 20212005-A 1 Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided provided, however, that if the Series 2021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.the

Principal Deficit Amount. Draws on Series 2021-A Letters of Credit. If the Trustee shall have delivered a Demand Notice as provided in Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2021-A Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice, (i) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 2021-A Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Series 2021-A Demand Note, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 2021-A Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-2021- A Certificate of Preference Payment Demand; provided however, that if the Series 2021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.

Principal Deficit Amount. Draws (i) If, on any Determination Date, the Servicer determines that the Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee in writing to withdraw from the Series 20212005-A Letters 2 Reserve Account and deposit in the Series 2005-2 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(x) the Series 2005-2 Available Reserve Account Amount and (y) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 2005-2 Reserve Account and deposit such amount in the Series 2005-2 Distribution Account on or prior to such Distribution Date for allocation to each Class of Series 2005-2 Notes in accordance with Section 2.5(d) of this Series Supplement. If the Series 2005-2 Available Reserve Account Amount is less than the Principal Deficit Amount and there are any Series 2005-2 Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee shall have delivered in writing to deliver a Demand Notice as provided in Section 5.5(cto Vanguard demanding payment of an amount equal to the least of (A) the outstanding principal amount of the Series 2005-2 Demand Note, (B) the remaining Principal Deficit Amount – Draws (assuming the application of the amount to be removed from the Series 2005-2 Reserve Account and applied to reduce the Series 2005-2 Adjusted Invested Amount on Series 2021-A Demand Notethe next Distribution Date) and Hertz (C) the Series 2005-2 Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date, deliver such Demand Notice to Vanguard; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Vanguard shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Vanguard. The Trustee shall cause the proceeds of such demand on the Series 2005-2 Demand Note to be deposited into the Series 2005-2 Distribution Account for allocation to each Class of the Series 2005-2 Notes in accordance with Section 2.5(d) of this Series Supplement. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Distribution Date, Vanguard shall have failed to pay to the Trustee or deposit into in the Series 20212005-A 2 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to HertzVanguard, the Trustee shall not have delivered such Demand Notice to HertzVanguard on the second Business Day preceding such Distribution Date, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 20212005-A 2 Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Series 2021-A Demand Note, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 2021-A Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided however, that if the Series 2021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.amount

Principal Deficit Amount. Draws If on any Determination Date, the Administrator determines that the Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 20212001-A Letters 1 Reserve Account and deposit in the Series 2001-1 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(i) the Series 2001-1 Available Reserve Account Amount and (ii) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 2001-1 Reserve Account and deposit such amount in the Series 2001-1 Distribution Account on or prior to such Distribution Date. If the Series 2001-1 Available Reserve Account Amount is less than the Principal Deficit Amount and there are any Series 2001-1 Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee shall have delivered in writing (with a copy to the Surety Provider) to deliver a Demand Notice as provided in Section 5.5(cto the Demand Note Issuers demanding payment of an amount equal to the least of (A) the aggregate outstanding principal amount of the Series 2001-1 Demand Notes, (B) the remaining Principal Deficit Amount – Draws and (C) the Series 2001-1 Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date, deliver such Demand Notice to the Demand Note Issuers; PROVIDED, HOWEVER that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to the Demand Note Issuers. The Trustee shall cause the proceeds of any demand on the Series 20212001-A 1 Demand NoteNote to be deposited into the Series 2001-1 Distribution Account. In the event that either (x) and Hertz on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit into in the Series 20212001-A 1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertzany Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to Hertz, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw Demand Note Issuers on the Series 2021-A Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such second Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Series 2021-A Demand Notepreceding such Distribution Date, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 2021-A Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand orthen, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided however, that if the Series 2021-A L/C Cash Collateral Account has been established and funded, (x) or (y) the Trustee shall withdraw from on such Business Day draw on the Series 20212001-A L/C Cash Collateral Account 1 Letters of Credit an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) Series 2001-1 Letter of Credit Amount and (ii) immediately above and (y) the aggregate amount that the Demand Note Issuers failed to pay under the Series 20212001-A Available L/C Cash Collateral Account Amount on such Business Day 1 Demand Notes (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit ofor, the proceeds of any such draw on amount that the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.Trustee

Principal Deficit Amount. Draws If on any Determination Date, the Administrator determines that the Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 20212000-A Letters 3 Reserve Account and deposit in the Series 2000-3 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(i) the Series 2000-3 Available Reserve Account Amount and (ii) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 2000-3 Reserve Account and deposit such amount in the Series 2000-3 Distribution Account on or prior to such Distribution Date. If the Series 2000-3 Available Reserve Account Amount is less than the Principal Deficit Amount and there are any Series 2000-3 Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee shall have delivered in writing (with a copy to the Surety Provider) to deliver a Demand Notice as provided in Section 5.5(cto the Demand Note Issuers demanding payment of an amount equal to the least of (A) the aggregate outstanding principal amount of the Series 2000-3 Demand Notes, (B) the remaining Principal Deficit Amount – Draws and (C) the Series 2000-3 Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date, deliver such Demand Notice to the Demand Note Issuers; PROVIDED, HOWEVER that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to the Demand Note Issuers. The Trustee shall cause the proceeds of any demand on the Series 20212000-A 3 Demand NoteNote to be deposited into the Series 2000-3 Distribution Account. In the event that either (x) and Hertz on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit into in the Series 20212000-A 3 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertzany Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to Hertzthe Demand Note Issuers on the second Business Day preceding such Distribution Date, then, in the case of (x) or (iiy) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to such Business Day draw on the Series 20212000-A 3 Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: of (i) Series 2000-3 Letter of Credit Amount and (ii) the aggregate amount that Hertz the Demand Note Issuers failed to pay under the Series 20212000-A 3 Demand NoteNotes (or, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 20212000-A 3 Letter of Credit Provider (with a copy to the Surety Provider) a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided howeverPROVIDED, HOWEVER that if the Series 20212000-A L/C 3 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20212000-A L/C 3 Cash Collateral Account and deposit in the Series 2000-3 Distribution Account an amount equal to the lesser of (x) the Series 20212000-A L/C 3 Cash Collateral Percentage on such Business Day of the lesser of aggregate amount that the amounts set forth in clauses Demand Note Issuers failed to pay under the Series 2000-3 Demand Notes (ior, the amount that the Trustee failed to demand for payment thereunder) and (ii) immediately above and (y) the Series 20212000-A 3 Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such the aggregate amount that the Demand Note Issuers failed to pay under the Series 2000-3 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Series 20212000-A 3 Letters of Credit. The Trustee shall depositdeposit into, or cause the deposit of, the proceeds of any such draw on the Series 20212000-A 3 Letters of Credit and the proceeds of any such withdrawal from the Series 20212000-A L/C 3 Cash Collateral Account into to be deposited in the Series 20212000-A 3 Distribution Account. If the aggregate amount of the Series 2000-3 Demand Notes or the Series 2000-3 Letter of Credit Amount is less than the remaining Principal Collection Deficit Amount, the Trustee shall make a demand on the Surety Bond by 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date in an amount equal to the amount of such insufficiency and shall cause the proceeds thereof (PROVIDED that for the purposes of a draw on the Surety Bond, the phrase "amounts in the Series 2000-3 Accrued Interest Account on such dateand the Series 2000-3 Reserve Account" in the Surety Bond shall include, without duplication, the Series 2000-3 Liquidity Amount) to be deposited in the Series 2000-3 Distribution Account.

Principal Deficit Amount. Draws If on any Determination Date, the Administrator determines that the Principal Deficit Amount with respect to the next succeeding Program Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Program Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 20212001-A Letters 2 Reserve Account and deposit in the Series 2001-2 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(i) the Series 2001-2 Available Reserve Account Amount and (ii) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 2001-2 Reserve Account and deposit such amount in the Series 2001-2 Distribution Account on or prior to such Program Distribution Date. If the Series 2001-2 Available Reserve Account Amount is less than the Principal Deficit Amount and there are any Series 2001-2 Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Program Distribution Date, the Administrator shall instruct the Trustee shall have delivered in writing to deliver a Demand Notice as provided in Section 5.5(cto the Demand Note Issuers demanding payment of an amount equal to the least of (A) the aggregate outstanding principal amount of the Series 2001-2 Demand Notes, (B) the remaining Principal Deficit Amount – Draws and (C) the Series 2001-2 Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Program Distribution Date, deliver such Demand Notice to the Demand Note Issuers; PROVIDED, HOWEVER that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to the Demand Note Issuers. The Trustee shall cause the proceeds of any demand on the Series 20212001-A 2 Demand NoteNote to be deposited into the Series 2001-2 Distribution Account. In the event that either (x) and Hertz on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Program Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit into in the Series 20212001-A 2 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertzany Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to Hertzthe Demand Note Issuers on the second Business Day preceding such Distribution Date, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 20212001-A 2 Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: (i) Series 2001-2 Letter of Credit Amount and (ii) the aggregate amount that Hertz the Demand Note Issuers failed to pay under the Series 20212001-A 2 Demand NoteNotes (or, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 20212001-A 2 Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided howeverPROVIDED, HOWEVER that if the Series 20212001-A L/C 2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20212001-A L/C 2 Cash Collateral Account and deposit in the Series 2001-2 Distribution Account an amount equal to the lesser of (x) the Series 20212001-A L/C 2 Cash Collateral Percentage on such Business Day of the lesser of aggregate amount that the amounts set forth in clauses Demand Note Issuers failed to pay under the Series 2001-2 Demand Notes (ior, the amount that the Trustee failed to demand for payment thereunder) and (ii) immediately above and (y) the Series 20212001-A 2 Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such the aggregate amount that the Demand Note Issuers failed to pay under the Series 2001-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Series 20212001-A 2 Letters of Credit. The Trustee shall depositdeposit into, or cause the deposit of, the proceeds of any such draw on the Series 20212001-A 2 Letters of Credit and the proceeds of any such withdrawal from the Series 20212001-A L/C 2 Cash Collateral Account into to be deposited in the Series 20212001-A 2 Distribution Account. If the aggregate amount of the Series 2001-2 Demand Notes or the Series 2001-2 Letter of Credit Amount is less than the remaining Principal Collection Deficit Amount, the Trustee shall make a demand on the Surety Bond in accordance with the terms thereof (PROVIDED that for the purposes of a draw on the Surety Bond, the phrase "amounts in the Series 2001-2 Accrued Interest Account and the Series 2001-2 Reserve Account" in the Surety Bond shall include, without duplication, the Series 2001-2 Liquidity Amount) by 12:00 noon (New York City time) on the second Business Day preceding such dateProgram Distribution Date in an amount equal to the amount of such insufficiency and shall cause the proceeds thereof to be deposited in the Series 2001-2 Distribution Account.

Principal Deficit Amount. Draws (i) If, on any Determination Date, the Servicer determines that the Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee in writing to withdraw from the Series 20212004-A Letters 4 Reserve Account and deposit in the Series 2004-4 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(x) the Series 2004-4 Available Reserve Account Amount and (y) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 2004-4 Reserve Account and deposit such amount in the Series 2004-4 Distribution Account on or prior to such Distribution Date for allocation to the Series 2004-4 Notes in accordance with Section 3.5(d) of this Series Supplement. If the Series 2004-4 Available Reserve Account Amount is less than the Principal Deficit Amount and there are any Series 2004-4 Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Servicer shall instruct the Trustee shall have delivered in writing to deliver a Demand Notice as provided in Section 5.5(cto Vanguard demanding payment of an amount equal to the least of (A) the outstanding principal amount of the Series 2004-4 Demand Note, (B) the remaining Principal Deficit Amount – Draws (assuming the application of the amount to be removed from the Series 2004-4 Reserve Account and applied to reduce the Series 2004-4 Adjusted Invested Amount on Series 2021-A Demand Notethe next Distribution Date) and Hertz (C) the Series 2004-4 Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date, deliver such Demand Notice to Vanguard; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Vanguard shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Vanguard. The Trustee shall cause the proceeds of such demand on the Series 2004-4 Demand Note to be deposited into the Series 2004-4 Distribution Account for allocation to the Series 2004-4 Notes in accordance with Section 3.5(d) of this Series Supplement. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Distribution Date, Vanguard shall have failed to pay to the Trustee or deposit into in the Series 20212004-A 4 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to HertzVanguard, the Trustee shall not have delivered such Demand Notice to HertzVanguard on the second Business Day preceding such Distribution Date, or (ii) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 20212004-A 4 Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: of (iA) Series 2004-4 Letter of Credit Amount and (B) the amount that Hertz Vanguard failed to pay under the Series 20212004-A 4 Demand Note, Note (or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 20212004-A 4 Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided however, that if the Series 2021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2021-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 2021-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.

Principal Deficit Amount. Draws If on any Determination Date, the Administrator determines that the Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 20211998-A Letters 1 Reserve Account and deposit in the Series 1998-1 Distribution Account on the following Distribution Date an amount equal to the lesser of Credit(i) the Series 1998-1 Available Reserve Account Amount and (ii) the Principal Deficit Amount. The Trustee shall withdraw such amount from the Series 1998-1 Reserve Account and deposit such amount in the Series 1998-1 Distribution Account on or prior to such Distribution Date. If the Series 1998-1 Available Reserve Account Amount is less than the Principal Deficit Amount and there are any Series 1998-1 Letters of Credit on such date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee shall have delivered in writing (with a copy to the Surety Provider) to deliver a Demand Notice as provided in Section 5.5(cto the Demand Note Issuers demanding payment of an amount equal to the least of (A) the aggregate outstanding principal amount of the Series 1998-1 Demand Notes, (B) the remaining Principal Deficit Amount – Draws and (C) the Series 1998-1 Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Distribution Date, deliver such Demand Notice to the Demand Note Issuers; PROVIDED, HOWEVER that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to the Demand Note Issuers. The Trustee shall cause the proceeds of any demand on the Series 20211998-A 1 Demand NoteNote to be deposited into the Series 1998-1 Distribution Account. In the event that either (x) and Hertz on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit into in the Series 20211998-A 1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon or (New York City time) on the Business Day following the making of the Demand Notice, (iy) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertzany Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to Hertzthe Demand Note Issuers on the second Business Day preceding such Distribution Date, then in the case of (x) or (iiy) there is a Preference Amount, then the Trustee shall draw on (provided that if HVF III fails to instruct the Trustee in writing to such Business Day draw on the Series 20211998-A 1 Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: of (i) Series 1998-1 Letter of Credit Amount and (ii) the aggregate amount that Hertz the Demand Note Issuers failed to pay under the Series 20211998-A 1 Demand NoteNotes (or, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the Series 2021-A Letter of Credit Amount on such Business Day, in each case by presenting to each Series 20211998-A 1 Letter of Credit Provider (with a copy to the Surety Provider) a draft accompanied by a Series 2021-A Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2021-A Certificate of Preference Payment Demand; provided howeverPROVIDED, HOWEVER that if the Series 20211998-A L/C 1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20211998-A L/C 1 Cash Collateral Account and deposit in the Series 1998-1 Distribution Account an amount equal to the lesser of (x) the Series 20211998-A L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Series 2021-A Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.1

Principal Deficit Amount. Draws On each Distribution Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 20212002-A 2 Distribution Account as follows: (i) RESERVE ACCOUNT WITHDRAWAL. The Administrator shall instruct the Trustee in writing, prior to 12:00 noon (New York City time) on such Distribution Date, in the case of a Principal Deficit Amount resulting from a Series 2002-2 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Distribution Date, in the case of any other Principal Deficit Amount, to withdraw from the Series 2002-2 Reserve Account, an amount equal to the lesser of (x) the Series 2002-2 Available Reserve Account Amount and (y) such Principal Deficit Amount and deposit it in the Series 2002-2 Distribution Account on such Distribution Date. (ii) PRINCIPAL DRAWS ON SERIES 2002-2 LETTERS OF CREDIT. If the Administrator determines on any Distribution Date during the Series 2002-2 Amortization Period that there exists a Series 2002-2 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2002-2 Letters of Credit, if any, as provided below. If Upon receipt of a notice by the Trustee shall have delivered from the Administrator in respect of a Demand Notice as provided in Section 5.5(cSeries 2002-2 Lease Principal Payment Deficit on or prior to 11:00 a.m. (New York City time) (Principal Deficit Amount – Draws on Series 2021-A Demand Note) and Hertz shall have failed to pay to a Distribution Date, the Trustee or deposit into the Series 2021-A Distribution Account the amount specified in such Demand Notice in whole or in part shall, by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice, (i) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, or (ii) there is a Preference Amount, then the Trustee shall Distribution Date draw on (provided that if HVF III fails to instruct the Trustee in writing to draw on the Series 2021-A Letters of Credit then the Program Agent may direct the Trustee to draw on) the Series 2021-A Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of: least of (i) the amount that Hertz failed to pay under the such Series 20212002-A Demand Note2 Lease Principal Payment Deficit, or the amount that the Trustee failed to demand for payment thereunder, or the Preference Amount, as the case may be, and (ii) the amount by which the Principal Deficit Amount on such Distribution Date exceeds the amount to be deposited in the Series 20212002-A 2 Distribution Account in accordance with clause (i) of this Section 3.5(c) and (iii) the Series 2002-2 Letter of Credit Amount on such Business Day, in each case the Series 2002-2 Letters of Credit by presenting to each Series 20212002-A 2 Letter of Credit Provider a draft accompanied by a Series 2021-A Certificate of Unpaid Lease Deficit Demand Note Demand or, and shall cause the Lease Deficit Disbursements to be deposited in the case of a Preference AmountSeries 2002-2 Distribution Account on such Distribution Date; PROVIDED, a Series 2021-A Certificate of Preference Payment Demand; provided howeverHOWEVER, that if the Series 20212002-A L/C 2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20212002-A L/C 2 Cash Collateral Account and deposit in the Series 2002-2 Distribution Account an amount equal to the lesser of (x) the Series 20212002-A L/C 2 Cash Collateral Percentage on such Business Day Distribution Date of the lesser least of the amounts set forth described in clauses (i), (ii) and (iiiii) immediately above and (y) the Series 20212002-A 2 Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Distribution Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20212002-A 2 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2021-A Letters of Credit and the proceeds of any such withdrawal from the Series 2021-A L/C Cash Collateral Account into the Series 2021-A Principal Collection Account on such date.