Common use of Principal Deficit Amount Clause in Contracts

Principal Deficit Amount. Draws on Series 2021-A Demand Note. If (A) on any Determination Date, HVF III determines 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 Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) 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 Series 2021-A Distribution Account (other than as a result of 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 any Class of the Series 2021-A Notes, then, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment 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 Series 2021-A Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 2021-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 for any Class, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such Legal Final Payment Date for payment of principal of any Class of the Series 2021-A Notes, and (ii) the principal amount of the Series 2021-A Demand Note. The Trustee shall, prior to 12:00 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 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 be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2021-A Demand Note to be deposited into the Series 2021-A Principal Collection Account.

Principal Deficit Amount. Draws on Series 20212013-A Demand Note. If (A) on any Determination Date, HVF III II determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 20212013-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date for any Class of Series 2021-A NotesDate, HVF III II determines that the Series 20212013-A Principal Amount exceeds the amount to be deposited into the Series 20212013-A Distribution Account (other than as a result of 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 any Class of the Series 20212013-A Notes, then, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Date, HVF III II 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, each a “Demand Notice”) on Hertz for payment under the Series 20212013-A Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 20212013-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 the Legal Final Payment Date for any ClassDate, the excess, if any, of the Series 20212013-A Principal Amount over the amount to be deposited into the Series 20212013-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 20212013-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such the Legal Final Payment Date for payment of principal of any Class of the Series 20212013-A Notes, and (ii) the principal amount of the Series 20212013-A Demand Note. The Trustee shall, prior to 12:00 p.m. noon (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 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 be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 20212013-A Demand Note to be deposited into the Series 20212013-A Principal Collection Account.

Principal Deficit Amount. Draws on Series 20212020-A 1 Demand Note. If (A) on any Determination Date, HVF III HVIF determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 20212020-A 1 Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date for any Class of Series 2021-A NotesDate, HVF III HVIF determines that the Series 20212020-A 1 Principal Amount exceeds the amount to be deposited into the Series 20212020-A 1 Distribution Account (other than as a result of 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 any Class of the Series 20212020-A 1 Notes, then, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Date, HVF III HVIF 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, each a “Demand Notice”) on Hertz for payment under the Series 20212020-A 1 Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 20212020-A 1 Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 the Legal Final Payment Date for any ClassDate, the excess, if any, of the Series 20212020-A 1 Principal Amount over the amount to be deposited into the Series 20212020-A 1 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 20212020-A 1 Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such the Legal Final Payment Date for payment of principal of any Class of the Series 20212020-A 1 Notes, and (ii) the principal amount of the Series 20212020-A 1 Demand Note. The Trustee shall, prior to 12:00 p.m. noon (New York City time) on the second (2nd) Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided provided, however, that if an Event of Bankruptcy (except for the Chapter 11 Cases) (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 20212020-A 1 Demand Note to be deposited into the Series 20212020-A 1 Principal Collection Account.

Principal Deficit Amount. Draws on Series 2021-A Demand Note. If (Ai) If, on any Determination Date, HVF III the Servicer determines that the Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) 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 Series 2021-A Distribution Account (other than as a result of 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 any Class of the Series 2021-A Notes, thenzero, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Distribution Date, HVF III the Servicer 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 (to withdraw from the Series 2004-4 Reserve Account and provide the requisite information to the Trustee) to deliver a demand notice substantially deposit in the form of Exhibit B-2 (each, a “Demand Notice”) Series 2004-4 Distribution Account on Hertz for payment under the Series 2021-A Demand Note in following Distribution Date an amount equal to the lesser of (i) (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 any or prior to such Determination Distribution Date related for allocation to a Payment Date other 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 a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the and there are any Series 20212004-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A 4 Letters of Credit) and (y) on the Determination Date related to a Legal Final Payment Date for any Class, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) Credit on such Legal Final Payment Date for payment of principal of any Class of the Series 2021-A Notes, and (ii) the principal amount of the Series 2021-A Demand Note. The Trustee shalldate, prior to 12:00 p.m. 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 deliver a Demand Notice to Vanguard demanding payment of an amount equal to the least of (2ndA) the outstanding principal amount of the Series 2004-4 Demand Note, (B) the remaining Principal Deficit Amount (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 the next Distribution Date) and (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 Payment Distribution Date, deliver such Demand Notice to HertzVanguard; provided provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertz Vanguard shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to HertzVanguard. The Trustee shall cause the proceeds of any such demand on the Series 20212004-A 4 Demand Note to be deposited into the Series 20212004-A Principal Collection Account.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 in the Series 2004-4 Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Vanguard, the Trustee shall not have delivered such Demand Notice to Vanguard on the second Business Day preceding such Distribution Date, the Trustee shall draw on the Series 2004-4 Letters of Credit an amount equal to the lesser of (A) Series 2004-4 Letter of Credit Amount and (B) the amount that Vanguard failed to pay under the Series 2004-4 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) by presenting to each Series 2004-4 Letter of Credit

Principal Deficit Amount. Draws on Series 2021-A Demand Note. If (A) on any Determination Date, HVF III determines 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 Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date for any Class of Series 2021-A NotesDate, HVF III determines that the Series 2021-A Principal Amount exceeds the amount to be deposited into the Series 2021-A Distribution Account (other than as a result of 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 any Class of the Series 2021-A Notes, then, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment 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, each a “Demand Notice”) on Hertz for payment under the Series 2021-A Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 2021-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 the Legal Final Payment Date for any ClassDate, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such the Legal Final Payment Date for payment of principal of any Class of the Series 2021-A Notes, and (ii) the principal amount of the Series 2021-A Demand Note. The Trustee shall, prior to 12:00 p.m. noon (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 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 be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2021-A Demand Note to be deposited into the Series 2021-A Principal Collection Account.

Principal Deficit Amount. Draws on Series 2021-A Demand Note. If (A) on any Determination Date, HVF III the Administrator determines that the Principal Deficit Amount on with respect to the next succeeding Payment Program Distribution Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) 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 Series 2021-A Distribution Account (other than as a result of 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 any Class of the Series 2021-A Notes, thenzero, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Program Distribution Date, HVF III the Administrator 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 (to withdraw from the Series 2001-2 Reserve Account and provide the requisite information to the Trustee) to deliver a demand notice substantially deposit in the form of Exhibit B-2 (each, a “Demand Notice”) Series 2001-2 Distribution Account on Hertz for payment under the Series 2021-A Demand Note in following Distribution Date an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 20212001-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A 2 Available Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 for any Class, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such Legal Final Payment Date for payment of principal of any Class of the Series 2021-A Notes, and (ii) the principal amount of the Series 2021-A Demand NotePrincipal Deficit Amount. The Trustee shallshall 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 12:00 p.m. 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 deliver a Demand Notice to the Demand Note Issuers demanding payment of an amount equal to the least of (2ndA) the aggregate outstanding principal amount of the Series 2001-2 Demand Notes, (B) the remaining Principal Deficit Amount 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 Payment Program Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided howeverPROVIDED, HOWEVER that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzthe Demand Note Issuers. The Trustee shall cause the proceeds of any demand on the Series 20212001-A 2 Demand Note to be deposited into the Series 20212001-A Principal Collection 2 Distribution Account.. 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 Program Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit in the Series 2001-2 Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to any Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to the Demand Note Issuers on the second Business Day preceding such Distribution Date, the Trustee shall draw on the Series 2001-2 Letters of Credit an amount equal to the lesser of

Principal Deficit Amount. Draws on Series 20212013-A Demand Note. If (A) on any Determination Date, HVF III II determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 20212013-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date for any Class of Series 2021-A NotesDate, HVF III II determines that the Series 20212013-A Principal Amount exceeds the amount to be deposited into the Series 20212013-A Distribution Account (other than as a result of 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 any Class of the Series 20212013-A Notes, then, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Date, HVF III II 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, each a “Demand Notice”) on Hertz for payment under the Series 20212013-A Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 20212013-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 the Legal Final Payment Date for any ClassDate, the excess, if any, of the Series 20212013-A Principal Amount over the amount to be deposited into the Series 20212013-A Distribution Account (together with any amounts to be deposited therein pursuant WEIL:\96021878\3\52399.0016 to the terms of this Series 20212013-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such the Legal Final Payment Date for payment of principal of any Class of the Series 20212013-A Notes, and (ii) the principal amount of the Series 20212013-A Demand Note. The Trustee shall, prior to 12:00 p.m. noon (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 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 be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 20212013-A Demand Note to be deposited into the Series 20212013-A Principal Collection Account.

Principal Deficit Amount. Draws on Series 2021-A Demand Note. If (Ai) If, on any Determination Date, HVF III the Servicer determines that the Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) 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 Series 2021-A Distribution Account (other than as a result of 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 any Class of the Series 2021-A Notes, thenzero, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Distribution Date, HVF III the Servicer 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 (to withdraw from the Series 2005-1 Reserve Account and provide the requisite information to the Trustee) to deliver a demand notice substantially deposit in the form of Exhibit B-2 (each, a “Demand Notice”) Series 2005-1 Distribution Account on Hertz for payment under the Series 2021-A Demand Note in following Distribution Date an amount equal to the lesser of (i) (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 any or prior to such Determination Distribution Date related for allocation to a Payment Date other 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 a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the and there are any Series 20212005-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A 1 Letters of Credit) and (y) on the Determination Date related to a Legal Final Payment Date for any Class, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) Credit on such Legal Final Payment Date for payment of principal of any Class of the Series 2021-A Notes, and (ii) the principal amount of the Series 2021-A Demand Note. The Trustee shalldate, prior to 12:00 p.m. 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 deliver a Demand Notice to Vanguard demanding payment of an amount equal to the least of (2ndA) the outstanding principal amount of the Series 2005-1 Demand Note, (B) the remaining Principal Deficit Amount (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 the next Distribution Date) and (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 Payment Distribution Date, deliver such Demand Notice to HertzVanguard; provided provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertz Vanguard shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to HertzVanguard. The Trustee shall cause the proceeds of any such demand on the Series 20212005-A 1 Demand Note to be deposited into the Series 20212005-A Principal Collection Account.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 in the Series 2005-1 Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Vanguard, the Trustee shall not have delivered such Demand Notice to Vanguard on the second Business Day preceding such Distribution Date, the Trustee shall draw on the Series 2005-1 Letters of Credit an amount equal to the lesser of (A) Series 2005-1 Letter of Credit Amount and (B) the amount that Vanguard failed to pay under the Series 2005-1 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) by presenting to each Series 2005-1 Letter of Credit Provider a draft accompanied by a Certificate of Unpaid Demand Note Demand; provided, however, that if the

Principal Deficit Amount. Draws on Series 2021-A Demand Note. If (A) on any Determination Date, HVF III the Administrator determines that the Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) 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 Series 2021-A Distribution Account (other than as a result of 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 any Class of the Series 2021-A Notes, thenzero, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Distribution Date, HVF III the Administrator 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 (to withdraw from the Series 1998-1 Reserve Account and provide the requisite information to the Trustee) to deliver a demand notice substantially deposit in the form of Exhibit B-2 (each, a “Demand Notice”) Series 1998-1 Distribution Account on Hertz for payment under the Series 2021-A Demand Note in following Distribution Date an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 20211998-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A 1 Available Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 for any Class, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such Legal Final Payment Date for payment of principal of any Class of the Series 2021-A Notes, and (ii) the principal amount of the Series 2021-A Demand NotePrincipal Deficit Amount. The Trustee shallshall 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 12:00 p.m. 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 (2ndwith a copy to the Surety Provider) to deliver a Demand Notice to 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 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 Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided howeverPROVIDED, HOWEVER that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzthe Demand Note Issuers. The Trustee shall cause the proceeds of any demand on the Series 20211998-A 1 Demand Note to be deposited into the Series 20211998-A Principal Collection 1 Distribution Account.. 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, any Demand Note Issuer shall have failed to pay to the Trustee or deposit in the Series 1998-1 Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to any Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to the Demand Note Issuers on the second Business Day preceding such Distribution Date, then in the case of (x) or (y) the Trustee shall on such Business Day draw on the Series 1998-1 Letters of Credit an amount equal to the lesser of (i) Series 1998-1 Letter of Credit Amount and (ii) the aggregate amount that the Demand Note Issuers failed to pay under the Series 1998-1 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) by presenting to each Series 1998-1 Letter of Credit Provider (with a copy to the Surety Provider) a draft accompanied by a Certificate of Unpaid Demand Note Demand; PROVIDED, HOWEVER that if the Series 1998-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 1998-1 Cash Collateral Account and deposit in the Series 1998-1 Distribution Account an amount equal to the lesser of (x) the Series 1998-1

Principal Deficit Amount. Draws on Series 20212013-A B Demand Note. If (A) on any Determination Date, HVF III II determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any draws on the Series 20212013-A B Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date for any Class of Series 2021-A NotesWEIL:\95470638\23\52399.0041 Date, HVF III II determines that the Series 20212013-A B Principal Amount exceeds the amount to be deposited into the Series 20212013-A B Distribution Account (other than as a result of 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 any Class of the Series 20212013-A B Notes, then, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Date, HVF III II 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, each a “Demand Notice”) on Hertz for payment under the Series 20212013-A B Demand Note in an amount equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than a the Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the Series 20212013-A B Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal 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 the Legal Final Payment Date for any ClassDate, the excess, if any, of the Series 20212013-A B Principal Amount over the amount to be deposited into the Series 20212013-A B Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 20212013-A B Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) on such the Legal Final Payment Date for payment of principal of any Class of the Series 20212013-A B Notes, and (ii) the principal amount of the Series 20212013-A B Demand Note. The Trustee shall, prior to 12:00 p.m. noon (New York City time) on the second (2nd) Business Day preceding such Payment Date, shall deliver such Demand Notice to Hertz; provided provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 20212013-A B Demand Note to be deposited into the Series 20212013-A B Principal Collection Account.

Principal Deficit Amount. Draws on Series 2021-A Demand Note. If (Ai) If, on any Determination Date, HVF III the Servicer determines that the Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to any draws on the Series 2021-A Letters of Credit on such Payment Date pursuant to Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit)) will be greater than zero or (B) 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 Series 2021-A Distribution Account (other than as a result of 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 any Class of the Series 2021-A Notes, thenzero, prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to such Payment Distribution Date, HVF III the Servicer 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 (to withdraw from the Series 2005-2 Reserve Account and provide the requisite information to the Trustee) to deliver a demand notice substantially deposit in the form of Exhibit B-2 (each, a “Demand Notice”) Series 2005-2 Distribution Account on Hertz for payment under the Series 2021-A Demand Note in following Distribution Date an amount equal to the lesser of (i) (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 any or prior to such Determination Distribution Date related for allocation to a Payment Date other 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 a Legal Final Payment Date, the Principal Deficit Amount less the amount to be deposited into the and there are any Series 20212005-A Principal Collection Account in accordance with Sections 5.4(b) (Series 2021-A Reserve Account Withdrawals) and Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A 2 Letters of Credit) and (y) on the Determination Date related to a Legal Final Payment Date for any Class, the excess, if any, of the Series 2021-A Principal Amount over the amount to be deposited into the Series 2021-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2021-A Supplement (other than this Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note))) Credit on such Legal Final Payment Date for payment of principal of any Class of the Series 2021-A Notes, and (ii) the principal amount of the Series 2021-A Demand Note. The Trustee shalldate, prior to 12:00 p.m. 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 deliver a Demand Notice to Vanguard demanding payment of an amount equal to the least of (2ndA) the outstanding principal amount of the Series 2005-2 Demand Note, (B) the remaining Principal Deficit Amount (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 the next Distribution Date) and (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 Payment Distribution Date, deliver such Demand Notice to HertzVanguard; provided provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of sixty (60) 60 consecutive days) with respect to Hertz Vanguard shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to HertzVanguard. The Trustee shall cause the proceeds of any such demand on the Series 20212005-A 2 Demand Note to be deposited into the Series 20212005-A Principal Collection Account.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 in the Series 2005-2 Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Vanguard, the Trustee shall not have delivered such Demand Notice to Vanguard on the second Business Day preceding such Distribution Date, the Trustee shall draw on the Series 2005-2 Letters of Credit an amount