Common use of Reimbursement and Additional Payment Obligation Clause in Contracts

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II of the Supplements, the Insurer shall be entitled to reimbursement for any payment made by it under the Policies, which reimbursement shall be due and payable on the date that any amount is paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount so paid and all amounts previously paid that remain unreimbursed. (b) The Issuer agrees to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (c) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In Pursuant to the Indenture, and in accordance with the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Policy) or Demand for Payment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 2.3, Section 2.6 or Section 3.6 of the Sale and Servicing Agreement and Section 3.3 of the Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, , (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Estate or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, interests or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement or Section 5.4 of the Indenture, as applicable. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or the Originator, respectively, including, without limitation, any amounts payable by the Servicer or Originator pursuant to the Notes or any other Transaction Documents. (f) [Reserved] All such amounts are to be immediately due and payable without demand. (g) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In Pursuant to the Indenture, and in accordance with the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Policy) or Notice of Nonpayment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Insurance Agreement together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 2.3, Section 2.6 or Section 3.6 of the Sale and Servicing Agreement and Section 3.3 of the Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, , (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Estate or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, interests or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement or Section 5.4 of the Indenture, as applicable. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or COAF, respectively, including, without limitation, any amounts payable by the Servicer or COAF pursuant to the Notes or any other Transaction Documents. (f) [Reserved] All such amounts are to be immediately due and payable without demand. (g) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In The Issuer shall pay to or on behalf of Ambac (in accordance with the priorities established in Article II instructions of Ambac, and subject to the terms of the SupplementsCredit Agreement) the following (together with amounts payable under Section 4.2(b) below, collectively, the Insurer shall be entitled to reimbursement for any payment made "Accrued Liabilities") (i) all amounts paid by it Ambac under the Policies, which reimbursement shall be due and payable on Preferred Shares Insurance Policy for the date that any amount is benefit of the holders of the Preferred Shares (unless such amounts have previously been repaid to Ambac); (ii) all amounts advanced or paid pursuant to a Notice by Ambac (as defined but not in the relevant form of a payment under the Preferred Shares Insurance Policy), in an amount equal to ) under the amount so paid and all amounts previously paid that remain unreimbursed.Transaction Documents or any substitute therefor; and (biii) The Issuer agrees to pay to the Insurer as follows: any and all charges, fees, reasonable out-of-pocket costs and expenses that incurred in connection with the Insurer may reasonably pay or incurTransactions by Ambac, including, but not limited to, (A) rating agency fees and (B) attorneys’ ' and accountants’ ' fees and expenses, expenses in connection with with (i) any accounts established to facilitate payments under the Preferred Shares Insurance Policy, this Agreement or the Statement of Preferences, (ii) the administration, enforcement, defense or preservation of any rights in respect of the Transaction Documents or the Preferred Shares Insurance Policy, (iii) the foreclosure against or sale or other disposition of any Collateral or pursuit of any other remedies under any of the Pledge and Intercreditor Agreement or the other Transaction DocumentsDocuments (to the extent such costs and expenses are not recovered from such foreclosure, including, without limitation, defending, monitoring sale or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any other disposition of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a partyCollateral), or the Transaction, (iiiv) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action modification or consent with respect to, to or related toto the Preferred Shares or the Statement of Preferences or the other Transaction Documents, any Transaction Documentto the extent not initiated by Ambac, whether or not executed or completed orcompleted. (ivb) any occurrence The Issuer shall pay to or at the direction of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC Ambac, the Issuer or a Hertz Company and HGIamounts owed under Section 4.2(a) above, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest accrued thereon as part at the Accrued Liabilities Interest Rate for the period from, (A) in the case of amounts due under Section 4.2(a)(i), the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (c) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, date Ambac paid or advanced to, any such amounts and (B) in the case of the Hertz Companies or the Issuer, respectively, in connection with the Notes or amounts due under any other Transaction Documentsprovision of Section 4.2(a), if such payment was made by three (3) Business Days after the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any earlier of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (di) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay Ambac's delivery of notice to the Insurer as follows: interest on any and all Issuer that such amounts described in subclauses (a), (b), (c) are payable and (dii) the date the Issuer knew of this Section 3.03 (such payment, until, in either case, the date such amounts are paid in full. Such amounts shall be paid to or at the direction of Ambac, on or prior to the extent permitted by lawthird Business Day after the Issuer's receipt of notice from Ambac that such amounts are payable, if in respect out of any unreimbursed amounts representing interest) funds available under the Pledge and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand thereforIntercreditor Agreement.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Insurance Policy) or Demand for Payment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate and (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a successor Servicer or with respect to any transition costs (not to exceed $200,000 in the aggregate) relating to the transfer of servicing from the Servicer to such Successor Servicer together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 3.3 of the Purchase Agreement and Sections 2.3, 2.6 and 3.6 of the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, Transaction (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Property or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, , or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or COAF, respectively, including, without limitation, any amounts payable by the Servicer or COAF pursuant to the Notes or any other Transaction Documents. All such amounts are to be immediately due and payable without demand. (f) [Reserved]. (g) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In Pursuant to and in accordance with the Indenture and the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Insurance Policy) or Demand for Payment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate and (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a successor Servicer or with respect to any transition costs (not to exceed $200,000 in the aggregate) relating to the transfer of servicing from the Servicer to such Successor Servicer together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 3.3 of the Purchase Agreement and Sections 2.3, 2.6 and 3.6 of the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, Transaction (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Estate or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, , or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement or Section 5.4 of the Indenture, as applicable. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or COAF, respectively, including, without limitation, any amounts payable by the Servicer or COAF pursuant to the Notes or any other Transaction Documents. All such amounts are to be immediately due and payable without demand. (f) [Reserved]. (g) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. Each AmeriCredit Party and the Trust, jointly and severally, agrees to pay to Assured Guaranty the following amounts as and when incurred: (a) In accordance with the priorities established in Article II of the Supplements, the Insurer shall be entitled to reimbursement for any payment made by it under the Policies, which reimbursement shall be due and payable on the date that any amount is paid pursuant to a Notice (as defined in the relevant Policy), in an amount sum equal to the amount so paid and total of all amounts previously paid that remain unreimbursed.by Assured Guaranty under the Notes Policy; (b) The Issuer agrees to pay to the Insurer as follows: any and all out-of-pocket charges, fees, costs and expenses that the Insurer Assured Guaranty or its affiliates may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) in the event of payments under the Notes Policy, any accounts established to facilitate payments under the Notes Policy, to the extent Assured Guaranty has not been immediately reimbursed on the date that any amount is paid by Assured Guaranty under the Notes Policy, or other administrative expenses relating to such payments under the Notes Policy, (ii) the prepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and xxxxxx) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Notes Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, Documents or the Transaction, , (iiiv) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, Document whether or not executed or completed or completed, or (ivv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding review or investigation made by Assured Guaranty in those circumstances where its approval or consent is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed in respect of sought under any of the Transaction Documents.; costs and expenses shall include the reasonable fees and expenses charged by Transaction Services Corporation, an affiliate of Assured Guaranty, spent in connection with the actions described in clause (iii) above; (c) The Issuer agrees interest on any and all amounts described in Section 3.3(a) or Section 3.2(b), or in connection with any Insurer Optional Deposit by Assured Guaranty, from the date due to pay Assured Guaranty pursuant to the Insurer as follows: provisions hereof until payment thereof in full, payable to Assured Guaranty at the Late Payment Rate per annum; and (d) any payments made by the Insurer Assured Guaranty on behalf of, or advanced to, any of the Hertz Companies Company, in its capacity as Servicer, or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likelyTrustee, including, without limitation, any amounts payable by any of the Hertz Companies Company, in its capacity as Servicer, or the Trustee pursuant to the Notes Securities or any other Transaction Documents. (d) Following termination ; and any payments made by Assured Guaranty as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Assured Guaranty to third parties in connection with the Indenture pursuant to Transaction. All such amounts under this Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required 3.3 are to be made pursuant immediately due and payable without demand, in full, without any requirement on the part of Assured Guaranty to the related Policy subsequent to the date seek reimbursement of such termination. (e) The Issuer agrees amounts from any other source of reimbursement or indemnity or to pay allocate such amount to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 other transaction that may have benefited from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) expenditure of this Section 3.03 shall be due ten (10) business days after demand thereforsuch amounts.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.4 of the SupplementsSale and Servicing Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Policy) or Notice of Nonpayment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ii) payment or reimbursement of any other amounts owed to the Insurer under this Insurance Agreement together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer agrees Servicer and the Originator agree to pay to the Insurer and, if the Servicer and the Originator fail to make such payment, the Issuer shall pay subject to the priority in Section 4.4 of the Sale and Servicing Agreement as follows: any and all charges, fees, costs and expenses that the Insurer or its affiliates may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policies to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policies, or other administrative expenses relating to such payments under the Policies, (ii) the prepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and hxxxxx) entered into (following an Event of Default) in connection with, or in anticipation of, funding payments under the Policies, but only if and to the extent that the payments under the Policies to which such funding relates are, for reasons beyond the Insurer’s control, not required to be made, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, , (iiiv) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, (v) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Estate or the rights or obligations of the Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, , (iiivi) any consent, amendment, waiver or other action with respect to, to or related to, any Transaction Document, whether or not executed or completed or completed, (ivvii) preparation of bound volumes of the Transaction Documents or (viii) any occurrence review or approval by the Insurer in connection with the delivery of any Default additional or substitute collateral under this Agreement any of the Transaction Documents (collectively, “Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer or the Originator fails to pay to the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Sale and Servicing Agreement. Costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (iii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (c) The Servicer and the Originator agree to pay to the Insurer and, if the Servicer and the Originator fail to make such payment, the Issuer shall pay subject to the priority in Section 4.4 of the Sale and Servicing Agreement as follows: interest on any and all amounts described in this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. (d) The Servicer and the Originator, each on behalf of itself, agrees to pay to the Insurer and, if the Servicer and the Originator fail to make such payment, the Issuer shall pay subject to the priority in Section 4.4 of the Sale and Servicing Agreement as follows: any payments made by the Insurer on behalf of, or advanced to, the Servicer or the Originator, respectively, including, without limitation, any amounts payable by the Servicer or the Originator pursuant to the Transaction Documents (other than the Obligations). The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Issuer pursuant to the Notes Obligations or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all . All amounts described in subclauses (a), (b), (c) and (d) of due under this Section 3.03 (are to be immediately due and payable without demand, in full, without any requirement on the extent permitted by law, if in respect part of the Insurer to seek reimbursement of such amounts from any unreimbursed amounts representing interest) and other source of reimbursement or indemnity or to allocate such amount to any and all amounts described in Section 3.02 other transaction that may have benefited from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) expenditure of this Section 3.03 shall be due ten (10) business days after demand thereforsuch amounts.

Reimbursement and Additional Payment Obligation. (a) In The Borrower shall pay to or on behalf of Ambac (in accordance with the priorities established in Article II instructions of Ambac, and subject to the terms of the SupplementsCredit Agreement) the following (together with amounts payable under Section 4.2(b) below, collectively, the Insurer shall be entitled to reimbursement for any payment made "Accrued Liabilities") (i) all amounts paid by it Ambac under the Policies, which reimbursement shall be due and payable on Loans Insurance Policy for the date that any amount is benefit of the lenders under the Credit Agreement (unless such amounts have previously been repaid to Ambac); (ii) all amounts advanced or paid pursuant to a Notice by Ambac (as defined but not in the relevant form of a payment under the Loans Insurance Policy), in an amount equal to ) under the amount so paid and all amounts previously paid that remain unreimbursed.Transaction Documents or any substitute therefor; and (biii) The Issuer agrees to pay to the Insurer as follows: any and all charges, fees, reasonable out-of-pocket costs and expenses that incurred in connection with the Insurer may reasonably pay or incurTransactions by Ambac, including, but not limited to, (A) rating agency fees and (B) attorneys’ ' and accountants’ ' fees and expenses, expenses in connection with with (i) any accounts established to facilitate payments under the Loans Insurance Policy, this Agreement or the Credit Agreement, (ii) the administration, enforcement, defense or preservation of any rights in respect of the Transaction Documents or the Loans Insurance Policy, (iii) the foreclosure against or sale or other disposition of any Collateral or pursuit of any other remedies under any of the Pledge and Intercreditor Agreement or the other Transaction DocumentsDocuments (to the extent such costs and expenses are not recovered from such foreclosure, including, without limitation, defending, monitoring sale or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any other disposition of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a partyCollateral), or the Transaction, (iiiv) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action modification or consent with respect to, to or related toto the Credit Agreement or the other Transaction Documents, any Transaction Documentto the extent not initiated by Ambac, whether or not executed or completed orcompleted. (ivb) any occurrence The Borrower shall pay to or at the direction of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC Ambac, the Issuer or a Hertz Company and HGIamounts owed under Section 4.2(a) above, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest accrued thereon as part at the Accrued Liabilities Interest Rate for the period from, (A) in the case of amounts due under Section 4.2(a)(i), the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (c) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, date Ambac paid or advanced to, any such amounts and (B) in the case of the Hertz Companies or the Issuer, respectively, in connection with the Notes or amounts due under any other Transaction Documentsprovision of Section 4.2(a), if such payment was made by three (3) Business Days after the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any earlier of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (di) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay Ambac's delivery of notice to the Insurer as follows: interest on any and all Borrower that such amounts described in subclauses (a), (b), (c) are payable and (dii) the date the Issuer knew of this Section 3.03 (such payment, until, in either case, the date such amounts are paid in full. Such amounts shall be paid to or at the direction of Ambac, on or prior to the extent permitted by lawthird Business Day after the Borrower's receipt of notice from Ambac that such amounts are payable, if in respect out of any unreimbursed amounts representing interest) funds available under the Pledge and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand thereforIntercreditor Agreement.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.6(b) of the SupplementsWarehouse Loan Agreement, the Insurer Surety Provider shall be entitled to reimbursement for any payment made by it the Surety Provider under the PoliciesSurety Bond, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant PolicySurety Bond), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 4.03(a) to the contrary, the initial Servicer, the Borrower and the Originator agree to reimburse the Surety Provider as follows: (i) from the Originator, for payments made under the Surety Bond arising as a result of the Originator's failure to repurchase any Receivable required to be repurchased pursuant to Section 2.7 or Section 2.10 of the Warehouse Loan Agreement or Section 6.2 of the First Tier Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the initial Servicer, for payments made under the Surety Bond, arising as a result of (A) the Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Warehouse Loan Agreement or (B) the initial Servicer's failure to repurchase any Receivable required to be repurchased under Section 3.2 or Section 3.7 of the Warehouse Loan Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees initial Servicer, the Borrower and the Originator agree to pay to the Insurer Surety Provider as follows: any and all charges, fees, costs and out of pocket expenses that as may be reasonably paid or incurred by the Insurer may reasonably pay Surety Provider or incuragent of the Surety Provider, including, but not limited to, reasonable attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Surety Bond to the extent the Surety Provider has not been immediately reimbursed on the date that any amount is paid by the Surety Provider under the Surety Bond, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, completed; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The Insurer Surety Provider spent in connection with the actions described in clause (ii) above, and the Surety Provider reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees initial Servicer, the Borrower and the Originator agree to pay to the Insurer Surety Provider as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 4.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 4.02 hereof from the date due until payment thereof in full, in each case payable to the Surety Provider at the Late Payment Rate per annum. (e) The initial Servicer, the Borrower and the Originator agree to pay to the Surety Provider as follows: any payments made by the Insurer Surety Provider on behalf of, or advanced toto the Servicer, any of the Hertz Companies Originator or the IssuerBorrower, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Originator or the Borrower pursuant to the Notes or any other Transaction Documents. (df) Following termination of the Indenture Warehouse Loan Agreement pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement14.1 thereof, the Issuer Borrower agrees to reimburse the Insurer Surety Provider for any Insured Payments required to be made pursuant to the related Policy Surety Bond subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.05 of the SupplementsPSA, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) The Issuer Seller agrees to pay to the Insurer as follows: anything in subsection 3.03 (a) to the contrary notwithstanding, the Insurer shall be entitled to reimbursement from the Seller (i) for payments made under the Policy arising as a result of the Seller's failure to repurchase any Mortgage Loan required to be repurchased by it pursuant to the PSA, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policy, arising as a result of the Seller's failure to deposit into the Collection Account any amount required to be so deposited by it pursuant to the PSA, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Seller agrees to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to bound volumes of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer Seller agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c), (e) and (df) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) Following termination of this the PSA pursuant to Section 3.03 9.01 thereof, the Seller agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the Policy subsequent to the date of such termination. (f) The Master Servicer agrees to pay the Insurer as follows: the Insurer shall be entitled to reimbursement from the Master Servicer for payments made under the Policy arising as a result of (i) the Master Servicer's failure to deposit into the Collection Account any amount required to be so deposited by the Master Servicer pursuant to the PSA and (ii) the Master Servicer's failure to repurchase any Mortgage Loan required to be purchased by it under the PSA, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts relating to interest) from the date such amounts became due ten until paid in full (10) business days after demand thereforas well as before judgment), at a rate of interest equal to the Late Payment Rate. All such amounts are to be immediately due and payable without demand.

Reimbursement and Additional Payment Obligation. (a) In Pursuant to the Indenture, and in accordance with the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Policy) or Demand for Payment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 2.3, Section 2.6 or Section 3.6 of the Sale and Servicing Agreement and Section 3.3 of the Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, , (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Estate or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, interests or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement or Section 5.4 of the Indenture, as applicable. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or COAF, respectively, including, without limitation, any amounts payable by the Servicer or COAF pursuant to the Notes or any other Transaction Documents. All such amounts are to be immediately due and payable without demand. (f) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.04 of the SupplementsIndenture or Section 5.05 of the Sale and Servicing Agreement, the Insurer shall be entitled to reimbursement from the Issuer for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Master Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller's failure to repurchase any Student Loan required to be repurchased pursuant to the KBUSA Student Loan Transfer Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Master Servicer, for payments made under the Policy, arising as a result of (A) the Master Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Servicing Agreement or (B) the Master Servicer's failure to repurchase any Student Loan required to be repurchased under the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Administrator, the Depositor, the Issuer, the Master Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, completed; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees Administrator, the Depositor, the Issuer, Master Servicer and the Seller, agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) The Administrator, the Depositor, the Issuer, the Master Servicer and the Seller agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or Administrator, the Depositor, the Issuer, the Master Servicer or the Seller, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Administrator, the Depositor, the Issuer, the Master Servicer or the Seller pursuant to the Notes Securities or any other Transaction Documents. (df) Following termination of the Indenture pursuant to after the Master Servicer exercises its option under Section 11.1(b9.01 (a) of the Base Indenture or Section 6.13 of the relevant SupplementSale and Servicing Agreement, the Issuer Master Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (eg) The Issuer agrees All such amounts are to pay to the Insurer as follows: interest on any be immediately due and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand thereforwithout demand.

Reimbursement and Additional Payment Obligation. (a) In Pursuant to the Indenture, and in accordance with the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Policy) or Demand for Payment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 2.3, Section 2.6 or Section 3.6 of the Sale and Servicing Agreement and Section 3.3 of the Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, , (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Estate or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, interests or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement or Section 5.4 of the Indenture, as applicable. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or the Originator, respectively, including, without limitation, any amounts payable by the Servicer or Originator pursuant to the Notes or any other Transaction Documents. All such amounts are to be immediately due and payable without demand. (f) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.04 of the SupplementsIndenture or Section 5.05 of the Sale and Servicing Agreement, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Master Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller's failure to repurchase any Student Loan required to be repurchased pursuant to the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Master Servicer, for payments made under the Policy, arising as a result of (A) the Master Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Servicing Agreement or (B) the Master Servicer's failure to repurchase any Student Loan required to be repurchased under the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Master Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to a closing transcript of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees Master Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) The Master Servicer and the Seller agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Issuer, the Master Servicer, the Seller, the Administrator or the Depositor pursuant to the Notes Securities or any other Transaction Documents. (df) Following termination of the Indenture pursuant to after the Master Servicer exercises its option under Section 11.1(b9.01(a) of the Base Indenture or Section 6.13 of the relevant SupplementSale and Servicing Agreement, the Issuer Master Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 2.3 of the SupplementsSecurity Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer hereunder together with interest thereon at a rate equal to the Late Payment Rate, (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of the Standby Servicer, the fees and expenses of any replacement servicer or any transition costs relating to the transfer of servicing from the Servicer to a replacement servicer, in each case together with interest thereon at a rate equal to the Late Payment Rate, and (iv) all costs and expenses of the Insurer in connection with any action, proceeding or investigation affecting the Debtor, or the Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer agrees Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer, each Seller and the Custodian agree to reimburse the Insurer as follows: (i) from the applicable Seller, for payments made under the Policy arising as a result of the related Seller’s failure to repurchase any Receivable required to be repurchased pursuant to Section 5.1 of the Master Receivables Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Servicer, for payments made under the Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Security Agreement or the Servicing and Custodian Agreement or any other transaction document or (B) Servicer’s failure to repurchase any Receivable required to be repurchased pursuant to Section 2.7 of the Servicing and Custodian Agreement, in each case together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after, as well as, before judgment), at a rate of interest equal to the Late Payment Rate. (c) AmeriCredit, the Servicer, each Seller and the Custodian agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to bound volumes of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Such amounts shall be payable within 60 days of the receipt by AmeriCredit, the Servicer, each Seller or the Custodian of an invoice therefore. (d) AmeriCredit, the Servicer, each Seller, the Custodian and the Debtor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) The Issuer agrees and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) AmeriCredit, the Servicer, each Seller, the Collateral Agent, the Securities Intermediary, the Custodian and the Debtor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies Servicer, the Collateral Agent, the Securities Intermediary, the Custodian or the IssuerDebtor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Sellers, the Collateral Agent, the Securities Intermediary, the Custodian or the Debtor or otherwise pursuant to the Notes Note or any other Transaction Documents, including, without limitation, payments, if any, made by the Insurer with respect to retitling of the title documents relating to the Financed Vehicles pursuant to Section 2.5 of the Servicing Agreement. (df) Following termination of the Indenture Security Agreement pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement9.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand, except as otherwise provided herein. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. The Investment Agreement Provider agrees to pay to XLCA as follows: (a) In accordance with a sum equal to the priorities established in Article II total of the Supplements, the Insurer shall be entitled to reimbursement for any payment made all amounts paid by it XLCA under the Policies, which reimbursement shall be due and payable on the date that any amount is paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount so paid and all amounts previously paid that remain unreimbursed.; (b) The Issuer agrees to pay to the Insurer as follows: any and all advances, loans, charges, fees, costs and expenses that the Insurer which XLCA may reasonably pay or incur, including, but not limited to, reasonable attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy to the extent XLCA has not been immediately reimbursed on the date that any amount is paid by XLCA under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction DocumentsRelated Agreements, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction DocumentsRelated Agreements, any party to any of the Transaction Documents, in its capacity as such a party, Related Agreements or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, and (iii) any consentthe foreclosure against, amendment, waiver sale or other action with respect todisposition of any Collateral, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence pursuit of any Default other remedies under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to any of the contrary in any Section of this Insurance AgreementRelated Agreements, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amountsare not recovered from such foreclosure, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent sale or amendment proposed in respect of any of the Transaction Documents.other disposition; (c) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a)Section 3.3 hereunder from the date paid by XLCA until payment thereof in full and interest on any and all amounts described in Section 3.2 hereunder from the date due until payment thereof in full, (b)in each case, (c) and (d) of this Section 3.03 payable to XLCA at the Late Payment Rate per annum (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest); and (d) and any and all amounts described payments (other than as set forth in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses Sections 3.3(a) or (b)) made by XLCA on behalf of, (c)or advanced to, (d) any of the Provider Entities including, without limitation, any amounts payable by any of the Provider Entities, as the case may be, pursuant to the Collateral Management Agreement or (e) any other Related Agreements; and any payments made by XLCA as, or in lieu of, any servicing, management, agent, custodial lockbox payment processing or administrative fees payable, in the sole discretion of this Section 3.03 XLCA, to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand, in full, without any requirement on the part of XLCA to seek reimbursement from any other sources of indemnity therefor or to allocate expenses to other transactions benefiting therefrom. Notwithstanding the forgoing, XLCA shall be due ten (10) business days after demand thereforpromptly deliver copies of any third party invoices it receives to the Provider Entities.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 2.8 of the SupplementsIndenture and 3.5 of the Sale and Allocation Agreement, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller's failure to repurchase any Contract required to be repurchased pursuant to Section 2.3 of the Sale and Allocation Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Servicer, for payments made under the Policy, arising as a result of (A) the Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Allocation Agreement or the Servicing Agreement or (B) the Servicer's failure to repurchase any contract to be repurchased under Section 2.28 of the Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, transfer of servicing, reliening, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to bound volumes of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction Documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. (e) The Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies Servicer, the Seller or the IssuerDepositor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Seller or the Depositor pursuant to the Notes Obligations or any other Transaction Documents. (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement10.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments (including, without limitation, any Insured Payments relating to Preference Amounts as defined in the Policy) required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.7 of the SupplementsSale and Servicing Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesNote Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Payment Notice (as defined in the relevant Note Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer hereunder together with interest thereon at a rate equal to the Late Payment Rate, (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a replacement servicer or with respect to any transition costs relating to the transfer of servicing from the Servicer to the replacement servicer together with interest thereon at a rate equal to the Late Payment Rate and (iv) all costs and expenses of the Insurer in connection with any action, proceeding or investigation affecting the Trust, or the Collateral or the rights or obligations of the Insurer hereunder or under the Note Policy or the Transaction Documents, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer agrees to reimburse the Insurer as follows: (i) from UACC, for payments made under the Note Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Indenture, the Sale and Servicing Agreement or any other Transaction Document, (B) Servicer’s failure to repurchase any Receivable required to be repurchased pursuant to Section 4.7 of the Sale and Servicing Agreement or (C) for payments made under the Note Policy arising as a result of UACC’s failure to repurchase any Receivable required to be repurchased pursuant to Section 3.4 of the Sale Agreement, in each case together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after, as well as, before judgment), at a rate of interest equal to the Late Payment Rate, together with interest on any all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after, as well as, before judgment), at a rate of interest equal to the Late Payment Rate. (c) UACC, the Servicer and the Trust agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Note Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Note Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, (iv) any occurrence the foreclosure against, sale or other disposition of any Default collateral securing any obligations under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to any of the contrary in Transaction Documents, or pursuit of any Section other remedies under any of this Insurance Agreementthe Transaction Documents, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to are not recovered from such foreclosure, sale or other disposition, (v) any review or approval by the Insurer shall bear interest as provided in subclause (e) connection with the delivery of this Section 3.03. In any additional or substitute collateral under any of the event that Transaction Documents if the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part consent of the Insurer Reimbursement Amounts. The is expressly required under the Transaction Documents in connection therewith, (vi) any action taken by the Insurer to cure an event of default (other than an Insurer Default) (or to mitigate the effect of an event of default) under any of the Transaction Documents, or (iv) preparation of bound volumes of the Transaction documents; costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of the Insurer spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Such amounts shall be payable within 60 days of the receipt by UACC, the Servicer or the Trust of an invoice therefore. (d) UACC, the Servicer and the Trust agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) The Issuer agrees and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) UACC, the Servicer and the Trust agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced toto the Servicer, any of the Hertz Companies Custodian, the Collateral Agent, the Trustee, the Trust Collateral Agent, the Backup Servicer, the Seller or the IssuerTrust, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer the Seller or the Trust or otherwise pursuant to the Notes Obligations or any other Transaction Documents, including, without limitation, payments, if any, made by the Insurer with respect to retitling of the title documents relating to the Financed Vehicles pursuant to Section 4.5 of the Sale and Servicing Agreement. (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement4.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Note Policy subsequent to the date of such termination. (e) The Issuer agrees . All such amounts are to pay to be immediately due and payable without demand in full, except as otherwise provided herein, without any requirement on the part of the Insurer as follows: interest on to seek reimbursement from any and all amounts described in subclauses (a), (b), (c) and (d) other sources of this Section 3.03 (indemnity thereof or to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable allocate expenses to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand thereforother transactions benefiting therefrom.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II of the SupplementsSale and Servicing Agreement, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) The Issuer Notwithstanding anything in Section 3.03(a) to the contrary, IndyMac agrees to reimburse the Insurer as follows: (i) for payments made under the Policy arising as a result of IndyMac’s failure to substitute for or deposit an amount in respect of any defective Mortgage Loan as required pursuant to Section 3.01 of the Purchase Agreement or Section 2.03 and 2.04 of the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policy arising as a result of IndyMac’s failure to pay or deposit any amount required to be so paid or deposited pursuant to the Transaction Documents, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) IndyMac agrees to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, Transaction or (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed orcompleted. Provided that three Business Days’ written notice of the intended payment or incurrence shall have been given to IndyMac by the Insurer, such reimbursement shall be due on the dates on which such charges, fees, costs or expenses are paid or incurred by the Insurer. In no event shall the Insurer have any recourse under this subsection against IndyMac with respect to any payment the Insurer has made in respect of principal or interest distributions on the Notes (except pursuant to Section 3.03(b) or Section 3.04). (ivd) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything The Depositor agrees to pay to the contrary in Insurer any Section of this Insurance Agreementand all charges, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to that the Insurer shall bear interest as provided may reasonably pay or incur, including reasonable attorneys’ and accountants’ fees and expenses, in subclause connection with (ei) the enforcement, defense or preservation of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed rights in respect of any of the Transaction Documents as such may involve the Depositor, including defending, monitoring or participating in any litigation or proceeding (including any insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents (in its capacity as such a party) or the Transaction or (ii) any amendment, waiver or other action with respect to, or related to, any Transaction Document that may involve the Depositor, whether or not executed or completed. Provided that three Business Days’ written notice of the intended payment or incurrence shall have been given to the Depositor by the Insurer, such reimbursement shall be due on the dates on which such charges, fees, costs or expenses are paid or incurred by the Insurer. In no event shall the Insurer have any recourse under this subsection against the Depositor with respect to any payment the Insurer has made in respect of principal or interest distributions on the Notes (except pursuant to Section 3.03(b) or Section 3.04). (e) IndyMac agrees to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (g) and (h) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (f) The Issuer Depositor agrees to pay to the Insurer interest on any and all amounts described in Section 3.03(d) and (i) and Section 3.04 from the date such amounts become due or, in the case of Sections 3.03(d), (i) or Section 3.04, are incurred or paid by the Insurer until payment thereof in full (after as well as before judgment), at the Late Payment Rate. (g) IndyMac agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies to IndyMac or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, Issuer including, without limitation, any amounts payable by any of IndyMac or the Hertz Companies Issuer pursuant to the Notes or any other Transaction Documents. Document, on the date any such payment is made or advanced by the Insurer. In no event shall the Insurer have any recourse under this subsection against IndyMac with respect to any payment the Insurer has made in respect of principal or interest distributions on the Notes (d) Following termination of the Indenture except pursuant to Section 11.1(b3.03(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination3.04). (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.7 of the SupplementsSale and Servicing Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), ) in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer hereunder together with interest thereon at a rate equal to the Late Payment Rate, (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a replacement servicer or with respect to any transition costs relating to the transfer of servicing from the Servicer to the replacement servicer together with interest thereon at a rate equal to the Late Payment Rate, (iv) all costs and expenses of the Insurer in connection with any action, proceeding or investigation affecting the Issuer, or the Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, together with interest thereon at a rate equal to the Late Payment Rate and (v) reimbursement for any payments made by the Insurer on behalf of, or advanced to the Collateral Agent, the Trust Collateral Agent or the Trustee. (b) The Issuer agrees Notwithstanding anything in Section 3.03(a) to the contrary, UACC, the Servicer and the Seller agree to reimburse the Insurer as follows: (i) for payments made under the Policy arising as a result of UACC’s failure to repurchase any Receivable required to be repurchased pursuant to Section 3.2 of the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Indenture, the Sale and Servicing Agreement or any other Transaction Document, (B) UACC’s failure to repurchase any Receivable required to be repurchased pursuant to Section 4.7 of the Sale and Servicing Agreement or (C) the Seller’s failure to repurchase any Receivable required to be repurchased pursuant to Section 3.4 of the Sale Agreement, in each case together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after, as well as, before judgment), at a rate of interest equal to the Late Payment Rate. (c) UACC, the Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything payments made by MBIA relating to the contrary in any Section Mail Box Access Agreement or (v) preparation of this Insurance Agreement, to bound volumes of the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Such amounts shall be payable within 60 days of the receipt by UACC, the Servicer or the Seller of an invoice therefore. (d) UACC, the Servicer and the Seller agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) The and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) UACC, and, as applicable, the Servicer, the Seller, and the Issuer agrees agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced toto the Servicer, any of the Hertz Companies Seller, the Trustee, the Trust Collateral Agent, the Collateral Agent or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Seller or the Issuer or otherwise pursuant to the Notes Obligations or any other Transaction Documents, including, without limitation, payments, if any, made by the Insurer with respect to retitling of the title documents relating to the Financed Vehicles pursuant to Section 4.5 of the Sale and Servicing Agreement. (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement4.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand, except as otherwise provided herein. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 2.3 of the SupplementsSecurity Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer hereunder together with interest thereon at a rate equal to the Late Payment Rate, (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of any replacement servicer or any transition costs relating to the transfer of servicing from the Servicer to a replacement servicer, in each case together with interest thereon at a rate equal to the Late Payment Rate, and (iv) all costs and expenses of the Insurer in connection with any action, proceeding or investigation affecting the Debtor, or the Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer agrees Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer, each Seller and the Custodian agree to reimburse the Insurer as follows: (i) from the applicable Seller, for payments made under the Policy arising as a result of the related Seller’s failure to repurchase any Receivable required to be repurchased pursuant to Section 5.1 of the Master Receivables Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Servicer, for payments made under the Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Security Agreement or the Servicing and Custodian Agreement or any other transaction document or (B) Servicer’s failure to repurchase any Receivable required to be repurchased pursuant to Section 2.7 of the Servicing and Custodian Agreement, in each case together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after, as well as, before judgment), at a rate of interest equal to the Late Payment Rate. (c) AmeriCredit, the Servicer, each Seller and the Custodian agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to bound volumes of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Such amounts shall be payable within 60 days of the receipt by AmeriCredit, the Servicer, each Seller or the Custodian of an invoice therefore. (d) AmeriCredit, the Servicer, each Seller, the Custodian and the Debtor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) The Issuer agrees and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) AmeriCredit, the Servicer, each Seller, the Collateral Agent, the Backup Servicer, the Securities Intermediary, the Custodian and the Debtor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies Servicer, the Collateral Agent, the Backup Servicer, the Securities Intermediary, the Custodian or the IssuerDebtor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Sellers, the Collateral Agent, the Securities Intermediary, the Custodian or the Debtor or otherwise pursuant to the Notes Note or any other Transaction Documents, including, without limitation, payments, if any, made by the Insurer with respect to retitling of the title documents relating to the Financed Vehicles pursuant to Section 2.5 of the Servicing Agreement. (df) Following termination of the Indenture Security Agreement pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement9.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand, except as otherwise provided herein. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 6.05 of the SupplementsSale and Servicing Agreement, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer and the Seller agrees to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller's failure to repurchase any Home Loan required to be repurchased pursuant to Section 1.05 of the Home Loan Sale Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Servicer, for payments made under the Policy, arising as a result the Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Servicing Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, transfer of servicing, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence from the Seller only, for preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to bound volumes of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction Documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Provided that, the Servicer shall be required to reimburse the Insurer as set forth in this Section 3.03(c) only to the extent that such charges, fees, costs and expenses incurred by the Insurer resulted from an action of or request of the Servicer. (cd) The Issuer Seller and the Depositor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (h) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. (e) The Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to the Seller or the Depositor, respectively, including, without limitation, any amounts payable by the Seller or the Depositor pursuant to the Obligations or any other Transaction Documents. (f) The Servicer agrees to pay to the Insurer as follows: interest on any and all amounts described in subsections (b)(ii), (c), and (g) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. (g) The Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any the Servicer related to the transfer of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likelyservicing, including, without limitation, any amounts payable by any of the Hertz Companies Servicer pursuant to the Notes Obligations or any other Transaction DocumentsDocuments to which it is a party. (dh) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement4.01 thereof, the Issuer Seller agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.05(c) of the SupplementsIndenture, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Policy) or Demand for Payment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in subsection 3.03 (a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 2.15 of the Indenture, Section 7.02 of the Transfer and Assignment Agreement and Section 7.02 of the Contribution Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer agrees to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policies to the extent the Note Insurer has not been immediately reimbursed on the date that any amount is paid by the Note Insurer under the Policies, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, , (iiiii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Property or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s 's interests, , (iiiiv) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or or (ivv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to bound volumes of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction Documents; costs and expenses related theretoshall include a reasonable allocation of compensation and overhead attributable to the time of employees of the Note Insurer spent in connection with the actions described in clause (ii) above ("Reimbursable Amounts"). Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 5.05 of the Insurer Reimbursement AmountsIndenture. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c), (e) and (df) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or the Transferor, respectively, including, without limitation, any amounts payable by the Servicer or Transferor pursuant to the Notes or any other Transaction Documents. (f) Following optional redemption of the Notes pursuant to Section 6.02 of the Indenture, the Servicer agrees to reimburse the Note Insurer for any Insured Payments required to be made pursuant to the Policies subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (g) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.04 of the SupplementsIndenture or Section 5.05 of the Sale and Servicing Agreement, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Master Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller’s failure to repurchase any Student Loan required to be repurchased pursuant to the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Master Servicer, for payments made under the Policy, arising as a result of (A) the Master Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Servicing Agreement or (B) the Master Servicer’s failure to repurchase any Student Loan required to be repurchased under the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Master Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to a closing transcript of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees Master Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) The Master Servicer and the Seller agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Issuer, the Master Servicer, the Seller, the Administrator or the Depositor pursuant to the Notes Securities or any other Transaction Documents. (df) Following termination of the Indenture pursuant to after the Master Servicer exercises its option under Section 11.1(b9.01(a) of the Base Indenture or Section 6.13 of the relevant SupplementSale and Servicing Agreement, the Issuer Master Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.04 of the SupplementsIndenture or Section 5.05 of the Sale and Servicing Agreement, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Master Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller's failure to repurchase any Student Loan required to be repurchased pursuant to the KBUSA Student Loan Transfer Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Master Servicer, for payments made under the Policy, arising as a result of (A) the Master Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Servicing Agreement or (B) the Master Servicer's failure to repurchase any Student Loan required to be repurchased under the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Master Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to a closing transcript of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees Master Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) The Master Servicer and the Seller agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Issuer, the Master Servicer, the Seller, the Administrator or the Depositor pursuant to the Notes Securities or any other Transaction Documents. (df) Following termination of the Indenture pursuant to after the Master Servicer exercises its option under Section 11.1(b9.01(a) of the Base Indenture or Section 6.13 of the relevant SupplementSale and Servicing Agreement, the Issuer Master Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with To the priorities established extent provided in Article II Section 6.08 of the SupplementsIndenture, after the required payment of the MBIA Premium therefrom, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is paid pursuant to a Notice (as defined in the relevant Note Insurance Policy), in an amount equal to the amount so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate; provided that, the sole source of reimbursement for payments made by the Insurer under the Note Insurance Policy shall be pursuant to Section 6.08 of the Indenture and no person or entity shall be personally liable for the payment of such amounts. (b) The Company and the Issuer agrees agree to pay to the Insurer as follows: anything in subsection 3.07(a) hereof to the contrary notwithstanding, the Insurer shall be entitled to reimbursement from the Company for payments made under the Note Insurance Policy arising as a result of the Company's or the Issuer's, as the case may be, failure to repurchase any Lease Contract if it is not repurchased when required to be repurchased by it pursuant to Section 4.03 of the Indenture, Section 3.03 of the Contribution Agreement or Section 3.10 of the Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Company, the Issuer and the Servicer agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Note Insurance Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Note Insurance Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant the Company, the Issuer or the Servicer or any affiliate thereofof any of them) relating to any of the Transaction Documents, Documents or any party to any of the Transaction Documents, Documents in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, completed; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees All amounts to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies be paid pursuant to the Notes or any other Transaction Documents. subsection (da) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplementabove shall be due and payable without demand, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), to be paid pursuant to subsection (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 above shall be due ten (10) business days after demand therefor.and payable upon demand. All such amounts shall be payable in the priority and in the manner provided in the Transaction Documents relating thereto, provided that upon the occurrence of any

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.05(l) of the SupplementsIndenture, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the Policiesany Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (form of notice attached as defined in the relevant an exhibit to each Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. Such payments shall include any payments made by the Insurer on behalf of, or advanced to, the Issuer, including, without limitation, any amounts payable by the Insurer pursuant to the Notes, Additional Notes, the Swap Agreement or any other Transaction Documents or Subsequent Transaction Documents; and any payments made by the Insurer as, or in lieu of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of the Insurer, to third parties in connection with the Transaction. (b) The Issuer agrees to pay to the Insurer as follows: any and all advances, loans, charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under any Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under any Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents and Subsequent Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant the Issuer or MONY Life or any affiliate Affiliate thereof) relating to any of the Transaction Documents and Subsequent Transaction Documents, any party to any of the Transaction Documents and Subsequent Transaction Documents, in its capacity as such a party, or the Transaction, , (iiiii) the foreclosure against, sale or other disposition of any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or collateral securing any obligations under any of the Insurer under the Transaction Documents and Subsequent Transaction Documents, includingor pursuit of any other remedies under any of the Transaction Documents and Subsequent Transaction Documents, without limitationto the extent such costs and expenses are not recovered from such foreclosure, any judgment sale or settlement entered into affecting the Insurer or the Insurer’s interests, other disposition, (iiiiv) any consent, amendment, waiver or other action with respect to, or related to, any Transaction DocumentDocument and Subsequent Transaction Documents, whether or not executed or completed or and (ivv) any occurrence review or approval by the Insurer in connection with the delivery of any Default additional or substitute collateral under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents and Subsequent Transaction Documents; or any action taken by the Insurer to cure an Event of Default (or to mitigate the effect of an Event of Default) under any of the Transaction Documents and Subsequent Transaction Documents. (c) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to 3.04 from the extent permitted date payable or paid by lawor on behalf of such party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 3.03 hereof from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described All such amounts are to be immediately due and payable without demand, in clauses (b)full, (c), (d) without any requirement on the part of the Insurer to seek reimbursement from any other sources of indemnity therefor or (e) of this Section 3.03 shall be due ten (10) business days after demand thereforto allocate expenses to other transactions benefiting therefrom.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.7 of the SupplementsSale and Servicing Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), ) in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer hereunder together with interest thereon at a rate equal to the Late Payment Rate, (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a replacement servicer or with respect to any transition costs relating to the transfer of servicing from the Servicer to the replacement servicer together with interest thereon at a rate equal to the Late Payment Rate, (iv) all costs and expenses of the Insurer in connection with any action, proceeding or investigation affecting the Issuer, or the Collateral or the rights or obligations of the Insurer hereunder or under the Policy or the Transaction Documents, including (without limitation) any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, together with interest thereon at a rate equal to the Late Payment Rate and (v) reimbursement for any payments made by the Insurer on behalf of, or advanced to the Collateral Agent, the Trust Collateral Agent or the Trustee. (b) The Issuer agrees Notwithstanding anything in Section 3.03(a) to the contrary, UACC, the Servicer and the Seller agree to reimburse the Insurer as follows: (i) for payments made under the Policy arising as a result of UACC’s failure to repurchase any Receivable required to be repurchased pursuant to Section 3.2 of the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Indenture, the Sale and Servicing Agreement or any other Transaction Document, (B) UACC’s failure to repurchase any Receivable required to be repurchased pursuant to Section 4.7 of the Sale and Servicing Agreement or (C) the Seller’s failure to repurchase any Receivable required to be repurchased pursuant to Section 3.4 of the Sale Agreement, in each case together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after, as well as, before judgment), at a rate of interest equal to the Late Payment Rate. (c) UACC, the Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything payments made by MBIA relating to the contrary in any Section P.O. Box Access Agreement or (v) preparation of this Insurance Agreement, to bound volumes of the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Such amounts shall be payable within 60 days of the receipt by UACC, the Servicer or the Seller of an invoice therefore. (d) UACC, the Servicer and the Seller agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) The and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) UACC, and, as applicable, the Servicer, the Seller, and the Issuer agrees agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced toto the Servicer, any of the Hertz Companies Seller, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Custodian, or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Seller or the Issuer or otherwise pursuant to the Notes Obligations or any other Transaction Documents, including, without limitation, payments, if any, made by the Insurer with respect to retitling of the title documents relating to the Financed Vehicles pursuant to Section 4.5 of the Sale and Servicing Agreement. (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement4.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand, except as otherwise provided herein. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 3.5 of the SupplementsSale and Allocation Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement by the Issuer shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate and (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a successor Servicer or with respect to any transition costs relating to the transfer of servicing from the Servicer to such successor Servicer together with interest thereon at a rate equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller’s failure to repurchase any Contract required to be repurchased pursuant to Section 2.3 of the Contribution Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Servicer, for payments made under the Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Allocation Agreement or the Servicing Agreement or (B) the Servicer’s failure to repurchase any Contract to be repurchased under Section 2.28 of the Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence of reliening, any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything replacement servicer or any transition costs relating to the contrary in any Section transfer of this Insurance Agreementservicing from the Servicer to a replacement servicer; provided, to however, that the extent a dispute, action, proceeding or investigation is between amounts recovered by the Insurer from the Seller and HGIthe Servicer pursuant to this paragraph for the items set forth in (iv) above shall be limited to $250,000.00; provided, HFC further, the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, that costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Notwithstanding anything herein to the contrary, the Seller and the Servicer shall have no obligation to pay any amounts representing (i) recourse for uncollectible Contracts and (ii) any principal or interest on any Note. (cd) The Issuer Servicer, the Seller and the Depositor agree to pay, severally but not jointly to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. (i) The Servicer and the Seller agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, the Servicer or the Seller, respectively, including, without limitation, any amounts payable by the Servicer or the Seller pursuant to the Transaction Documents (other than the Obligations). (ii) The Depositor agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likelyDepositor, including, without limitation, any amounts payable by any of the Hertz Companies Depositor pursuant to the Notes or any Transaction Documents (other Transaction Documentsthan the Obligations). (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement10.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments (including, without limitation, any Insured Payments relating to Preference Amounts as defined in the Policy) required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 3.5 of the SupplementsSale and Allocation Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement by the Issuer shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate and (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a successor Servicer or with respect to any transition costs relating to the transfer of servicing from the Servicer to such successor Servicer together with interest thereon at a rate equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller’s failure to repurchase any Contract required to be repurchased pursuant to Section 2.3 of the Contribution Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Servicer, for payments made under the Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Allocation Agreement or the Servicing Agreement or (B) the Servicer’s failure to repurchase any Contract to be repurchased under Section 2.28 of the Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence of reliening, any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything replacement servicer or any transition costs relating to the contrary in any Section transfer of this Insurance Agreementservicing from the Servicer to a replacement servicer; provided, to however, that the extent a dispute, action, proceeding or investigation is between amounts recovered by the Insurer from the Seller and HGIthe Servicer pursuant to this paragraph for the items set forth in (v) above shall be limited to $250,000.00; provided, HFC further, the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, that costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Notwithstanding anything herein to the contrary, the Seller and the Servicer shall have no obligation to pay any amounts representing (i) recourse for uncollectible Contracts and (ii) any principal or interest on any Note. (cd) The Issuer Servicer, the Seller and the Depositor agree to pay, severally but not jointly to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. (i) The Servicer and the Seller agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, the Servicer or the Seller, respectively, including, without limitation, any amounts payable by the Servicer or the Seller pursuant to the Transaction Documents (other than the Obligations). (ii) The Depositor agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likelyDepositor, including, without limitation, any amounts payable by any of the Hertz Companies Depositor pursuant to the Notes or any Transaction Documents (other Transaction Documentsthan the Obligations). (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement10.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments (including, without limitation, any Insured Payments relating to Preference Amounts as defined in the Policy) required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.1(a)(vi) of the SupplementsSecurity Agreement, the Insurer Surety shall be entitled to reimbursement for any payment made by it the Surety under the PoliciesSurety Bond, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice or a Remittance Date Notice (each as defined in the relevant PolicySurety Bond), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Anything in subsection 3.07(a) hereof to the contrary notwithstanding, the Surety shall be entitled to reimbursement (i) from the Seller for payments made under the Surety Bond arising as a result of the Transferor’s failure to repurchase any Receivable required to be repurchased pursuant to Section 3.1 of the Security Agreement, or Section 3.02 of the Servicing Agreement, or the Seller’s failure to repurchase any Receivable required to be repurchased pursuant to Section 6.2 of the Purchase Agreement at a rate of interest equal to the Late Payment Rate and (ii) from the Servicer for payments made under the Surety Bond, arising as a result of the Servicer’s failure to deposit into the Collection Account any other amount required to be so deposited pursuant to the Security Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer Seller agrees to pay to the Insurer Surety as follows: any and all charges, fees, costs and expenses that the Insurer Surety may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Surety Bond to the extent the Surety has not been immediately reimbursed on the date that any amount is paid by the Surety under the Surety Bond, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to completed, and the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer Surety reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Reserve Account Agent agrees to pay the Surety as follows: any and all charges, fees, costs and expenses that the Surety may reasonably pay or incur, including, but not limited to, reasonable attorneys’ fees and expenses, in connection with the Reserve Account Agent’s failure to perform in any respect any of its obligations, covenants or agreements contained in the Security Agreement and in this Agreement. (e) The Seller and the Reserve Account Agent, as the case may be, and in each case as to matters concerning itself, agree to pay to the Insurer Surety as follows: with respect to the Seller, interest on any and all amounts described in subclauses (b), (c), (f) and (g) and with respect to the Reserve Account Agent, interest on any and all amounts described in subclause (d) of this Section 3.07 from the date payable or paid by such party until payment thereof in full, payable to the Surety at the Late Payment Rate per annum. (f) The Collateral Agent, the Seller, the Servicer and the Transferor agree to pay to the Surety as follows: any payments made by the Insurer Surety on behalf of, or advanced to, any of the Hertz Companies Collateral Agent the Seller, the Servicer or the IssuerTransferor, respectivelyas the case may be, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, consisting of any amounts payable by any of the Hertz Companies Collateral Agent, the Seller, the Servicer or the Transferor pursuant to the Notes or any other Transaction Documents. (dg) Following termination of the Indenture Security Agreement pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement6.1 thereof, the Issuer Seller agrees to reimburse the Insurer Surety for any Insured Payments required to be made pursuant to the related Policy Surety Bond subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.05(l) of the SupplementsIndenture, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the Policiesany Policy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (form of notice attached as defined in the relevant an exhibit to each Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. Such payments shall include any payments made by the Insurer on behalf of, or advanced to, the Issuer, including, without limitation, any amounts payable by the Insurer pursuant to the Notes, Additional Notes, the Swap Agreement or any other Transaction Documents or Subsequent Transaction Documents; and any payments made by the Insurer as, or in lieu Table of Contents of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of the Insurer, to third parties in connection with the Transaction. (b) The Issuer agrees to pay to the Insurer as follows: any and all advances, loans, charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under any Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under any Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents and Subsequent Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant the Issuer or MONY Life or any affiliate Affiliate thereof) relating to any of the Transaction Documents and Subsequent Transaction Documents, any party to any of the Transaction Documents and Subsequent Transaction Documents, in its capacity as such a party, or the Transaction, , (iiiii) the foreclosure against, sale or other disposition of any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or collateral securing any obligations under any of the Insurer under the Transaction Documents and Subsequent Transaction Documents, includingor pursuit of any other remedies under any of the Transaction Documents and Subsequent Transaction Documents, without limitationto the extent such costs and expenses are not recovered from such foreclosure, any judgment sale or settlement entered into affecting the Insurer or the Insurer’s interests, other disposition, (iiiiv) any consent, amendment, waiver or other action with respect to, or related to, any Transaction DocumentDocument and Subsequent Transaction Documents, whether or not executed or completed or and (ivv) any occurrence review or approval by the Insurer in connection with the delivery of any Default additional or substitute collateral under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents and Subsequent Transaction Documents; or any action taken by the Insurer to cure an Event of Default (or to mitigate the effect of an Event of Default) under any of the Transaction Documents and Subsequent Transaction Documents. (c) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to 3.04 from the extent permitted date payable or paid by lawor on behalf of such party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 3.03 hereof from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described All such amounts are to be immediately due and payable without demand, in clauses (b)full, (c), (d) without any requirement on the part of the Insurer to seek reimbursement from any other sources of indemnity therefor or (e) of this Section 3.03 shall be due ten (10) business days after demand thereforto allocate expenses to other transactions benefiting therefrom.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.04 of the SupplementsIndenture or Section 5.05 of the Sale and Servicing Agreement, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Master Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller’s failure to repurchase any Student Loan required to be repurchased pursuant to the Student Loan Transfer Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Master Servicer, for payments made under the Policy, arising as a result of (A) the Master Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Servicing Agreement or (B) the Master Servicer’s failure to purchase any Student Loan required to be purchased under the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Master Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to a closing transcript of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer agrees Master Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) The Master Servicer and the Seller agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Issuer, the Master Servicer, the Seller, the Administrator or the Depositor pursuant to the Notes Securities or any other Transaction Documents. (df) Following termination of the Indenture pursuant to after the Master Servicer exercises its option under Section 11.1(b9.01(a) of the Base Indenture or Section 6.13 of the relevant SupplementSale and Servicing Agreement, the Issuer Master Servicer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable immediately upon demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Insurance Policy) or Demand for Payment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate and (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a successor Servicer or with respect to any transition costs relating to the transfer of servicing from the Servicer to such successor Servicer together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 3.3 of the Purchase Agreement and Sections 2.3, 2.6 and 3.6 of the Sale and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, Transaction (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Property or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, , or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or COAF, respectively, including, without limitation, any amounts payable by the Servicer or COAF pursuant to the Notes or any other Transaction Documents. All such amounts are to be immediately due and payable without demand. (f) Following optional redemption of the Notes pursuant to Section 6.02 of the Indenture, the Servicer agrees to reimburse the Note Insurer for any Insured Payments required to be made pursuant to the Policies in respect of any Preference Amounts subsequent to the date of such optional redemption. (g) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities and at the times established in Article II of the Supplements, Supplement and payable only as provided therein the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy with respect to Insured Payments, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed. (b) The Issuer agrees to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (c) The Issuer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date such amounts became due until payment thereof paid in full (after as well as before judgment), in each case, payable at a rate of interest equal to the Late Payment Rate. (b) The Insurer shall be entitled to reimbursement for any and all charges and expenses which the Insurer may pay or incur in connection with the enforcement of this Insurance Agreement, the Transaction Documents or any other agreement between the Transferor and the Insurer or upon foreclosure upon, sale or other disposition of the Trust Property, including but not limited to the fees and expenses of counsel, plus interest on any such amounts at the Late Payment Rate per annumfrom the date of payment by the Insurer until the payment thereof in full; and (c) The Insurer shall be entitled to reimbursement for all other payments made by the Insurer on behalf of the Transferor, plus interest on any such amounts at the Late Payment Rate from the date of payment by the Insurer until the payment thereof in full. Any amount described All amounts payable pursuant to clause (a) above are to be immediately due and payable without demand and in accordance with the Transaction Documents and all amounts payable pursuant to clauses (b), ) and (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand thereforabove are payable on demand.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 5.1(a)(vi) of the SupplementsSecurity Agreement, the Insurer Surety shall be entitled to reimbursement for any payment made by it the Surety under the PoliciesSurety Bond, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice or a Remittance Date Notice (each as defined in the relevant PolicySurety Bond), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) The Issuer Seller agrees to pay to the Insurer Surety as follows: anything in subsection 3.07(a) hereof to the contrary notwithstanding, the Surety shall be entitled to reimbursement from the Seller (i) for payments made under the Surety Bond arising as a result of the Transferor's failure to repurchase any Receivable required to be repurchased pursuant to Section 3.1 of the Security Agreement, or Section 3.02 of the Servicing Agreement, or the Seller's failure to repurchase any Receivable required to be repurchased pursuant to Section 6.2 of the Purchase Agreement and (ii) for payments made under the Surety Bond, arising as a result of the Servicer's failure to deposit into the Collection Account any other amount required to be so deposited pursuant to the Security Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Seller agrees to pay to the Surety as follows: any and all charges, fees, costs and expenses that the Insurer Surety may reasonably pay or incur, including, but not limited to, reasonable attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Surety Bond to the extent the Surety has not been immediately reimbursed on the date that any amount is paid by the Surety under the Surety Bond, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to completed, and the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer Surety reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Reserve Account Agent agrees to pay the Surety as follows: any and all charges, fees, costs and expenses that the Surety may reasonably pay or incur, including, but not limited to, reasonable attorneys' fees and expenses, in connection with the Reserve Account Agent's failure to perform in any respect any of its obligations, covenants or agreements contained in the Security Agreement and in this Agreement. (e) The Seller and the Reserve Account Agent, as the case may be, and in each case as to matters concerning itself, agree to pay to the Insurer Surety as follows: with respect to the Seller, interest on any and all amounts described in subclauses (b), (c), (f) and (g) and with respect to the Reserve Account Agent, interest on any and all amounts described in subclause (d) of this Section 3.07 from the date payable or paid by such party until payment thereof in full, payable to the Surety at the Late Payment Rate per annum. (f) The Collateral Agent, the Seller and the Transferor agree to pay to the Surety as follows: any payments made by the Insurer Surety on behalf of, or advanced to, any of the Hertz Companies Collateral Agent the Seller or the IssuerTransferor, respectivelyas the case may be, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, consisting of any amounts payable by any of the Hertz Companies Collateral Agent, the Seller or the Transferor pursuant to the Notes or any other Transaction Documents. (dg) Following termination of the Indenture Security Agreement pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement6.1 thereof, the Issuer Seller agrees to reimburse the Insurer Surety for any Insured Payments required to be made pursuant to the related Policy Surety Bond subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 8.02(c) or Section 5.07, as applicable, of the SupplementsIndenture, the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) The Issuer Notwithstanding anything in subsection 3.03(a) to the contrary, (i) RBMG and the Company agree to reimburse the Insurer for payments made under the Policy arising as a result of RBMG's or the Company's failure to repurchase any Mortgage Loan required to be repurchased pursuant to Section 7 of the Contribution Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) in the event that the Sub-Servicing Agreement is terminated, the Servicer agrees to reimburse the Bond Insurer for payments made under the Policy, arising as a result of the Servicer's failure to deposit into the Collection Account or the Note Account any amount required to be so deposited pursuant to the Servicing Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (iii) the Sub-Servicer agrees to reimburse the Bond Insurer for payments made under the Policy, arising as a result of the Sub-Servicer's failure to deposit into the Collection Account (or any similar account established pursuant to the Sub-Servicing Agreement) or the Note Account any amount required to be so deposited pursuant to the Sub-Servicing Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) RBMG, the Servicer and the Company agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, or (iv) any occurrence preparation of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to bound volumes of the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, Transaction documents; costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Sub-Servicer agrees to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses in connection with an Event of Default by the Sub-Servicer. (e) RBMG, the Servicer, the Company, Funding Co. and the Depositor severally but not jointly, to the extent liable, agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (f) and (g) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. The Sub-Servicer agrees to pay to the Insurer as follows: interest on any and all amounts described in subsections (b)(iii), (d), (f)(ii) and (g)(ii) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum. (f) (i) RBMG, the Servicer, the Company, Funding Co. and the Depositor severally but not jointly, to the extent liable, agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of RBMG, the Hertz Companies Servicer, the Company, Funding Co. or the IssuerDepositor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of RBMG, the Hertz Companies Servicer, the Company, Funding Co. or the Depositor pursuant to the Notes Obligations or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 4.07 of the Supplements, Indenture the Insurer shall be entitled to reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) hereof to the contrary, the Servicer, the Guarantor and the Originator agree to reimburse the Insurer as follows: (i) from the Originator and the Guarantor for payments made under the Policy arising as a result of the Originator's failure to repurchase any Auto Loan required to be repurchased pursuant to Section 2.2 or 2.4 of the Sales and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) from the Servicer, for payments made under the Policy, arising as a result of (A) the Servicer's failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sales and Servicing Agreement or (B) the Servicer's failure to repurchase any Auto Loan required to be repurchased under Section 3.7 of the Sales and Servicing Agreement or Section 4.06 of the Indenture, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (iii) from the Guarantor, for payments made under the Policy (or pursuant to Sections 2.02(s) of this Insurance Agreement or Section 6.2 of the Sales and Servicing Agreement) arising as a result of the Guarantor's failure to make payment pursuant to the Guaranty Agreement, together with interest on any and all amounts remaining unreimbursed from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Servicer, the Guarantor, the Seller and the Originator agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ ' and accountants’ ' fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting Transaction including a reasonable allocation of compensation and overhead attributable to the Issuer, the Issuer’s assets, the Collateral or the rights or obligations time of employees of the Insurer under spent in connection with the Transaction Documentsactions described in this clause (ii), including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, transfer of servicing, reliening, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) including any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Insurer shall bear interest as provided in subclause (e) of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part of the Insurer Reimbursement Amounts. The Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents, or (iv) preparation of bound volumes of the Transaction Documents. (cd) The Servicer, the Seller, the Originator, the Guarantor and the Issuer agrees agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per annum. (e) The Servicer, the Seller, the Originator, the Guarantor, the Special Member and the Issuer agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies Servicer, the Seller, the Originator, the Guarantor, the Special Member or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Seller, the Originator, the Guarantor, the Special Member or the Issuer pursuant to the Notes Securities or any other Transaction Documents. (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement12.01 thereof, the Issuer Seller agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.

Reimbursement and Additional Payment Obligation. (a) In Pursuant to the Indenture, and in accordance with the priorities established in Article II Section 4.4(a) of the SupplementsSale and Servicing Agreement, the Note Insurer shall be entitled to (i) reimbursement for any payment made by it the Note Insurer under the Policies, which reimbursement shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Note Policy) or Notice of Nonpayment (as defined in the Swap Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ii) payment or reimbursement of any other amounts owed to the Note Insurer under this Insurance Agreement together with interest thereon at a rate equal to the Late Payment Rate. (b) The Issuer Servicer agrees to pay to the Note Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be entitled to reimbursement from the Servicer (i) for payments made under the Policies arising as a result of the failure by any COAF Company to repurchase any Receivable required to be repurchased pursuant to Section 2.3, Section 2.6 or Section 3.6 of the Sale and Servicing Agreement and Section 3.3 of the Purchase Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) for payments made under the Policies, arising as a result of the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to any Transaction Document, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Servicer and the Issuer agree to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses that the Note Insurer may reasonably pay or incur, including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses, in connection with with (i) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, instituting, defending, monitoring or participating in any litigation or proceeding (including including, without limitation, any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, , (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral Trust Estate or the rights or obligations of the Note Insurer under the Policies or the Transaction Documents, including, including (without limitation, ) any judgment or settlement entered into affecting the Note Insurer or the Note Insurer’s interests, interests or (iii) any consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or (iv) any occurrence of any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything to the contrary in any Section of this Insurance Agreement, to the extent a dispute, action, proceeding or investigation is between the Insurer and HGI, HFC , the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, costs and expenses related thereto. Reimbursable Amounts due to the Note Insurer shall bear interest as provided in subclause (e) of this Section 3.03at a rate equal to the Late Payment Rate. In the event that the Issuer Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note Insurer shall be entitled to reimbursement of such amount together with interest thereon as part from Section 4.4 of the Insurer Reimbursement AmountsSale and Servicing Agreement or Section 5.4 of the Indenture, as applicable. The In addition, the Note Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, consent or amendment proposed in respect of any of the Transaction Documents. (cd) The Issuer Servicer agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies or the Issuer, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies pursuant to the Notes or any other Transaction Documents. (d) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement, the Issuer agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the related Policy subsequent to the date of such termination. (e) The Issuer agrees to pay to the Note Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (de) of this Section 3.03 (to from the extent permitted date payable or paid by lawsuch party until payment thereof in full, if in respect of any unreimbursed amounts representing interest) and interest on any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment)full, in each case, payable to the Note Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or . (e) The Servicer agrees to pay to the Note Insurer as follows: any payments made by the Note Insurer on behalf of, or advanced to, the Servicer or the Originator, respectively, including, without limitation, any amounts payable by the Servicer or Originator pursuant to the Notes or any other Transaction Documents. (f) [Reserved] All such amounts are to be immediately due and payable without demand. (g) Notwithstanding any other provisions of this Section 3.03 Agreement, none of the terms and provisions of this Agreement shall ever be due ten (10) business days after demand thereforconstrued to create a contract to pay to the Note Insurer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Note Insurer to any of the COAF Companies under applicable state or federal law from time to time in effect, and none of the COAF Companies shall ever be required to pay interest in excess of such maximum amount. If, for any reason, interest is paid hereunder in excess of such maximum amount, then promptly upon any determination that such excess has been paid the Note Insurer will, at its option, either refund such excess to the payor thereof or apply such excess to the principal owing by such payor hereunder.

Reimbursement and Additional Payment Obligation. (a) In accordance with the priorities established in Article II Section 3.5 of the SupplementsSale and Allocation Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made by it the Insurer under the PoliciesPolicy, which reimbursement by the Issuer shall be due and payable on the date that any amount is to be paid pursuant to a Notice (as defined in the relevant Policy), in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer under this Agreement together with interest thereon at a rate equal to the Late Payment Rate and (iii) reimbursement for any payments made by the Insurer with respect to the fees and expenses of a successor Servicer or with respect to any transition costs relating to the transfer of servicing from the Servicer to such successor Servicer together with interest thereon at a rate equal to the Late Payment Rate. (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for payments made under the Policy arising as a result of the Seller’s failure to repurchase any Contract required to be repurchased pursuant to Section 2.3 of the Contribution Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from the Servicer, for payments made under the Policy, arising as a result of (A) the Servicer’s failure to deposit into the Collection Account any amount required to be so deposited pursuant to the Sale and Allocation Agreement or the Servicing Agreement or (B) the Servicer’s failure to repurchase any contract to be repurchased under Section 2.28 of the Servicing Agreement, together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) The Issuer agrees Servicer and the Seller agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with with (i) any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including, without limitation, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents, in its capacity as such a party, or the Transaction, (ii) any action, proceeding or investigation affecting the Issuer, the Issuer’s assets, the Collateral or the rights or obligations of the Insurer under the Transaction Documents, including, without limitation, any judgment or settlement entered into affecting the Insurer or the Insurer’s interests, (iii) any amendment, consent, amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed or completed, (iv) preparation of bound volumes of the Transaction Documents, or (v) any occurrence of reliening, any Default under this Agreement (“Reimbursable Amounts”). Notwithstanding anything replacement servicer or any transition costs relating to the contrary in any Section transfer of this Insurance Agreementservicing from the Servicer to a replacement servicer; provided, to however, that the extent a dispute, action, proceeding or investigation is between amounts recovered by the Insurer from the Seller and HGIthe Servicer pursuant to this paragraph for the items set forth in (v) above shall be limited to $250,000.00; provided, HFC further, the Issuer or a Hertz Company and HGI, HFC , the Issuer or the applicable Hertz Company prevails (as determined by a court of competent jurisdiction) in such dispute, action, proceeding or investigation, each party to such a dispute, action, proceeding or investigation shall pay its own fees, that costs and expenses related thereto. Reimbursable Amounts due shall include a reasonable allocation of compensation and overhead attributable to the Insurer shall bear interest as provided in subclause (e) time of this Section 3.03. In the event that the Issuer fails to pay the Insurer any Reimbursable Amounts, the Insurer shall be entitled to reimbursement of such amount together with interest thereon as part employees of the Insurer Reimbursement Amounts. The spent in connection with the actions described in clause (ii) above, and the Insurer reserves the right to charge a reasonable fee as a condition to executing any material waiver, waiver or consent or amendment proposed in respect of any of the Transaction Documents. Notwithstanding anything herein to the contrary, the Seller and the Servicer shall have no obligation to pay any amounts representing (i) recourse for uncollectible Contracts and (ii) any principal or interest on any Note. (cd) The Issuer agrees Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of this Section 3.03 from the date payable or paid by such party until payment thereof in full, and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full, in each case, payable to the Insurer at the Late Payment Rate per annum. (e) The Servicer, the Seller and the Depositor agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, any of the Hertz Companies Servicer, the Seller or the IssuerDepositor, respectively, in connection with the Notes or any other Transaction Documents, if such payment was made by the Insurer in order to avoid a claim on the related Policy which was reasonably likely, including, without limitation, any amounts payable by any of the Hertz Companies Servicer, the Seller or the Depositor pursuant to the Notes or any Transaction Documents (other Transaction Documentsthan the Obligations). (df) Following termination of the Indenture pursuant to Section 11.1(b) of the Base Indenture or Section 6.13 of the relevant Supplement10.1 thereof, the Issuer Servicer agrees to reimburse the Insurer for any Insured Payments (including, without limitation, any Insured Payments relating to Preference Amounts as defined in the Policy) required to be made pursuant to the related Policy subsequent to the date of such termination. All such amounts are to be immediately due and payable without demand. (e) The Issuer agrees to pay to the Insurer as follows: interest on any and all amounts described in subclauses (a), (b), (c) and (d) of this Section 3.03 (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) and any and all amounts described in Section 3.02 from the date due until payment thereof in full (after as well as before judgment), in each case, payable to the Insurer at the Late Payment Rate per annum. Any amount described in clauses (b), (c), (d) or (e) of this Section 3.03 shall be due ten (10) business days after demand therefor.