Common use of Supplement Clause in Contracts

Supplement. During the Series 2009-1 Controlled Amortization Period, the principal of this Series 2009-1 Note shall be paid in installments on each Series 2009-1 Controlled Amortization Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with the Series 2009-1 Supplement, the principal of this Series 2009-1 Note shall be paid in installments on each subsequent Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Series 2009-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 (without giving effect to the amendment and restatement thereof on December 16, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Supplement. During Notwithstanding the foregoing, this Series 2009-1 Note is subject to mandatory prepayment, to the extent funds have been allocated to the Series 2009-1 Excess Collection Account and are available therefor, in accordance with the Indenture, during the Series 2009-1 Controlled Amortization Period, principal of this Note may be paid earlier, as described in the Indenture, and if an Amortization Event with respect to the Series 2009-1 Notes shall have occurred and be continuing then, in certain circumstances, principal of the Series 2009-1 Note may be paid earlier, as described in the Indenture. All principal payments of the Series 2009-1 Note shall be made to the Series 2009-1 Noteholders. Payments of interest on this Series 2009-1 Note are due and payable on each Payment Date or such other date as may be specified in the Series 2009-1 Supplement, together with the installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this Series 2009-1 Note, shall be made by wire transfer to the Holder of record of this Series 2009-1 Note shall be paid in installments on each (or one or more predecessor Series 2009-1 Controlled Amortization Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Beginning Notes) on the first Payment Date following Note Register as of the occurrence close of a Series 2009-1 Amortization Event, subject to cure business on each Record Date. Any reduction in accordance with the Series 2009-1 Supplement, the principal amount of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) effected by any payments made on any Payment Date shall be paid binding upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. The Company shall pay interest on overdue installments on each subsequent Payment Date of interest at the Series 2009-1 Note Rate to the extent lawful. Subject to the terms of funds available the Indenture and the Series 2009-1 Note Purchase Agreement, the holder of any Series 2009-1 Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2009-1 Note at the office maintained by the Registrar for such purpose pursuant to Section 2.5(a) of the Base Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E to the Series 2009-1 Supplement. In exchange for any Series 2009-1 Note properly presented for transfer, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2009-1 Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2009-1 Note in part, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2009-1 Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2009-1 Note shall be made unless the request for such transfer is made by each Series 2009-1 Noteholder at such office. Upon the issuance of transferred Series 2009-1 Notes, the Trustee shall recognize the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Trustee or the Company on the Series 2009-1 Note or under the Indenture or any certificate or other writing delivered in connection therewith, against the Trustee in its individual capacity, or against any stockholder, member, employee, officer, director or incorporator of the Company; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company constituting Collateral for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2009-1 Note, to the extent provided for in the Indenture. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2009-1 Noteholder will not, for a period of one year and one day following payment therefor in full of the Series 2009-1 Notes and each other Series of Indenture Notes issued under the Base Indenture, institute against the Company, or join with any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Indenture Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Series 2009-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Series 2009-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2009-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and each Series 2009-1 Noteholder that, for Federal, state and local income and franchise tax purposes and any other tax imposed on or measured by income, the Series 2009-1 Note will evidence indebtedness secured by the Collateral. Each Series 2009-1 Noteholder, by the acceptance of this Series 2009-1 Note, agrees to treat this Series 2009-1 Note for purposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 2009-1 Notes under the Indenture at any time by the Company with the consent of the Required Noteholders with respect to the Series 2009-1 Notes. The Indenture also contains provisions permitting the Holders of Series 2009-1 Notes representing specified percentages of the aggregate outstanding amount of the Series 2009-1 Notes, on behalf of the Holders of all the Series 2009-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Series 2009-1 Notes. To the extent set forth in the Indenture, any amendment or other modification to the Series 2009-1 Supplement or any of the Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Series 2009-1 Notes (or reduce the principal amount of or rate of interest on the Series 2009-1 Notes), alter any provisions (including, without limitation, any relevant definitions) relating to the pro rata treatment of payments to the Series 2009-1 Noteholders, the Conduit Investors and the Committed Note Purchasers, amend or modify Section 6.9 of the Series Supplement or otherwise amend or modify any provision relating to the amendment or modification of the Series Supplement, or, pursuant to the Related Documents, would require the consent of 100% of the Series 2009-1 Noteholders or each Series 2009-1 Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable. Any such consent or waiver by the Holder of this Series 2009-1 Note (or any one or more predecessor Series 2009-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Series 2009-1 Note. The Indenture also permits the Company and the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2009-1 Notes issued thereunder. The term “Company” as used in this Series 2009-1 Note includes any successor to the Company under the Indenture. Such The Series 2009-1 Note is issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Series 2009-1 Note and the Indenture shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law. No reference herein to the Indenture and no provision of this Series 2009-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Series 2009-1 Note shall be paid at the times, place and rate, and in the manner specified on coin or currency herein prescribed, subject to any duty of the reverse hereofCompany to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes; provided, that, notwithstanding anything to the contrary herein or in the Indenture, the Series 2009-1 Noteholders shall not have recourse to any Series-Specific Collateral. The principal of and interest on this INCREASES AND DECREASES Date Unpaid Principal Amount Increase Decrease Total Series 2009-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 Rate Interest Period (without giving effect to the amendment and restatement thereof on December 16, 2010if applicable) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.Notation Made By

Supplement. During Notwithstanding the foregoing, this Series 2009-1 Note is subject to mandatory prepayment, to the extent funds have been allocated to the Series 2009-1 Excess Collection Account and are available therefor, in accordance with the Indenture, during the Series 2009-1 Controlled Amortization Period, principal of this Note may be paid earlier, as described in the Indenture, and if an Amortization Event with respect to the Series 2009-1 Notes shall have occurred and be continuing then, in certain circumstances, principal of the Series 2009-1 Note may be paid earlier, as described in the Indenture. All principal payments of the Series 2009-1 Note shall be made to the Series 2009-1 Noteholders. Payments of interest on this Series 2009-1 Note are due and payable on each Payment Date or such other date as may be specified in the Series 2009-1 Supplement, together with the installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this 92 Series 2009-1 Note, shall be made by wire transfer to the Holder of record of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) effected by any payments made on any Payment Date shall be paid binding upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. The Company shall pay interest on overdue installments of interest at the Series 2009-1 Note Rate to the extent lawful. Subject to the terms of the Indenture and the Series 2009-1 Note Purchase Agreement, the holder of any Series 2009-1 Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2009-1 Note at the office maintained by the Registrar for such purpose pursuant to Section 2.5(a) of the Base Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E to the Series 2009-1 Supplement. In exchange for any Series 2009-1 Note properly presented for transfer, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2009-1 Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2009-1 Note in part, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2009-1 Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2009-1 Note shall be made unless the request for such transfer is made by each Series 2009-1 Controlled Amortization Payment Date to Noteholder at such office. Upon the extent issuance of funds available for payment therefor pursuant to transferred Series 2009-1 Notes, the IndentureTrustee shall recognize the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders. Beginning on the first Payment Date following the occurrence Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Amortization EventNote, subject covenants and agrees that no recourse may be taken, directly or indirectly, with respect to cure the obligations of the Trustee or the Company on the Series 2009-1 Note or under the Indenture or any certificate or other writing delivered in accordance connection therewith, against the Trustee in its individual capacity, or against any stockholder, member, employee, officer, director or incorporator of the Company; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company constituting Collateral for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2009-1 Note, to the extent provided for in the Indenture. 93 Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2009-1 Noteholder will not, for a period of one year and one day following payment in full of the Series 2009-1 Notes and each other Series of Indenture Notes issued under the Base Indenture, institute against the Company, or join with any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Indenture Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Series 2009-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Series 2009-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2009-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and each Series 2009-1 Noteholder that, for Federal, state and local income and franchise tax purposes and any other tax imposed on or measured by income, the Series 2009-1 Note will evidence indebtedness secured by the Collateral. Each Series 2009-1 Noteholder, by the acceptance of this Series 2009-1 Note, agrees to treat this Series 2009-1 Note for purposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 2009-1 Notes under the Indenture at any time by the Company with the consent of the Required Noteholders with respect to the Series 2009-1 Notes. The Indenture also contains provisions permitting the Holders of Series 2009-1 Notes representing specified percentages of the aggregate outstanding amount of the Series 2009-1 Notes, on behalf of the Holders of all the Series 2009-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Series 2009-1 Notes. To the extent set forth in the Indenture, any amendment or other modification to the Series 2009-1 Supplement or any of the Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Series 2009-1 Notes (or reduce the principal amount of or rate of interest on the Series 2009-1 Notes), alter any provisions (including, without limitation, any relevant definitions) relating to the pro rata treatment of payments to the Series 2009-1 Noteholders, the Conduit Investors and the Committed Note Purchasers, amend or modify Section 6.9 of the Series 2009-1 Supplement or otherwise amend or modify any provision relating to the amendment or modification of the Series 2009-1 Supplement, or, pursuant to the principal Related Documents, would require the consent of 100% of the Series 2009-1 Noteholders or each Series 2009-1 Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable. Any such consent or waiver by the Holder of this Series 2009-1 Note (or any one or more predecessor Series 2009-1 Notes) shall be paid conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in installments on each subsequent Payment Date exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Series 2009-1 Note. The Indenture also permits the Company and the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2009-1 Notes issued thereunder. The term “Company” as used in this Series 2009-1 Note includes any successor to the extent of funds available for payment therefor pursuant to Company under the Indenture. Such The Series 2009-1 Note is issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Series 2009-1 Note and the Indenture shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law. No reference herein to the Indenture and no provision of this Series 2009-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Series 2009-1 Note shall be paid at the times, place and rate, and in the manner specified on coin or currency herein prescribed, subject to any duty of the reverse hereofCompany to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes; provided, that, notwithstanding anything to the contrary herein or in the Indenture, the Series 2009-1 Noteholders shall not have recourse to any Series-Specific Collateral. The principal of and interest on this 95 INCREASES AND DECREASES Date Unpaid Principal Amount Increase Decrease Total Series 2009-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 Rate Interest Period (without giving effect to the amendment and restatement thereof on December 16, 2010if applicable) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.Notation Made By 96

Supplement. During Notwithstanding the foregoing, this Series 2009-1 Note is subject to mandatory prepayment, to the extent funds have been allocated to the Series 2009-1 Excess Collection Account and are available therefor, in accordance with the Indenture, during the Series 2009-1 Controlled Amortization Period, principal of this Note may be paid earlier, as described in the Indenture, and if an Amortization Event with respect to the Series 2009-1 Notes shall have occurred and be continuing then, in certain circumstances, principal of the Series 2009-1 Note may be paid earlier, as described in the Indenture. All principal payments of the Series 2009-1 Note shall be made to the Series 2009-1 Noteholders. Payments of interest on this Series 2009-1 Note are due and payable on each Payment Date or such other date as may be specified in the Series 2009-1 Supplement, together with the installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this Series 2009-1 Note, shall be made by wire transfer to the Holder of record of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Series 2009-1 Note (or one or more predecessor Series 2009-1 Notes) effected by any payments made on any Payment Date shall be paid binding upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. The Company shall pay interest on overdue installments of interest at the Series 2009-1 Note Rate to the extent lawful. Subject to the terms of the Indenture and the Series 2009-1 Note Purchase Agreement, the holder of any Series 2009-1 Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2009-1 Note at the office maintained by the Registrar for such purpose pursuant to Section 2.5(a) of the Base Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit E to the Series 2009-1 Supplement. In exchange for any Series 2009-1 Note properly presented for transfer, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2009-1 Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2009-1 Note in part, the Company shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2009-1 Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2009-1 Note shall be made unless the request for such transfer is made by each Series 2009-1 Controlled Amortization Payment Date to Noteholder at such office. Upon the extent issuance of funds available for payment therefor pursuant to transferred Series 2009-1 Notes, the IndentureTrustee shall recognize the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders. Beginning on the first Payment Date following the occurrence Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Amortization EventNote, subject covenants and agrees that no recourse may be taken, directly or indirectly, with respect to cure the obligations of the Trustee or the Company on the Series 2009-1 Note or under the Indenture or any certificate or other writing delivered in accordance connection therewith, against the Trustee in its individual capacity, or against any stockholder, member, employee, officer, director or incorporator of the Company; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company constituting Collateral for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2009-1 Note, to the extent provided for in the Indenture. Each Series 2009-1 Noteholder, by acceptance of a Series 2009-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2009-1 Noteholder will not, for a period of one year and one day following payment in full of the Series 2009-1 Notes and each other Series of Indenture Notes issued under the Base Indenture, institute against the Company, or join with any other Person in instituting against the Company, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Indenture Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Series 2009-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Series 2009-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2009-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and each Series 2009-1 Noteholder that, for Federal, state and local income and franchise tax purposes and any other tax imposed on or measured by income, the Series 2009-1 Note will evidence indebtedness secured by the Collateral. Each Series 2009-1 Noteholder, by the acceptance of this Series 2009-1 Note, agrees to treat this Series 2009-1 Note for purposes of Federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 2009-1 Notes under the Indenture at any time by the Company with the consent of the Required Noteholders with respect to the Series 2009-1 Notes. The Indenture also contains provisions permitting the Holders of Series 2009-1 Notes representing specified percentages of the aggregate outstanding amount of the Series 2009-1 Notes, on behalf of the Holders of all the Series 2009-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to the Series 2009-1 Notes. To the extent set forth in the Indenture, any amendment or other modification to the Series 2009-1 Supplement or any of the Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Series 2009-1 Notes (or reduce the principal amount of or rate of interest on the Series 2009-1 Notes), alter any provisions (including, without limitation, any relevant definitions) relating to the pro rata treatment of payments to the Series 2009-1 Noteholders, the Conduit Investors and the Committed Note Purchasers, amend or modify Section 6.9 of the Series 2009-1 Supplement or otherwise amend or modify any provision relating to the amendment or modification of the Series 2009-1 Supplement, or, pursuant to the principal Related Documents, would require the consent of 100% of the Series 2009-1 Noteholders or each Series 2009-1 Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable. Any such consent or waiver by the Holder of this Series 2009-1 Note (or any one or more predecessor Series 2009-1 Notes) shall be paid conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Note and of any Series 2009-1 Note issued upon the registration of transfer hereof or in installments on each subsequent Payment Date exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Series 2009-1 Note. The Indenture also permits the Company and the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2009-1 Notes issued thereunder. The term “Company” as used in this Series 2009-1 Note includes any successor to the extent of funds available for payment therefor pursuant to Company under the Indenture. Such The Series 2009-1 Note is issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. This Series 2009-1 Note and the Indenture shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law. No reference herein to the Indenture and no provision of this Series 2009-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Series 2009-1 Note shall be paid at the times, place and rate, and in the manner specified on coin or currency herein prescribed, subject to any duty of the reverse hereofCompany to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes; provided, that, notwithstanding anything to the contrary herein or in the Indenture, the Series 2009-1 Noteholders shall not have recourse to any Series-Specific Collateral. The principal of and interest on this INCREASES AND DECREASES Date Unpaid Principal Amount Increase Decrease Total Series 2009-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 Rate Interest Period (without giving effect to the amendment and restatement thereof on December 16, 2010if applicable) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.Notation Made By

Supplement. During the Series 2009-1 Controlled Amortization PeriodIf an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092020-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2020-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any consent given by the Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 2020-1 Note and on all future holders of this Series 2020-1 Note and of any Note issued in lieu hereof whether or not notation of such consent is made upon this Series 2020-1 Note. Supplements and amendments to the Indenture and the Series 2020-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2020-1 Supplement. The Holder of this Series 2020-1 Note shall be paid in installments on each have no right to enforce the provisions of the Indenture and the Series 20092020-1 Controlled Amortization Payment Date Supplement or to institute action to enforce the extent of funds available for payment therefor pursuant covenants, or to take any action with respect to a default under the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with Indenture and the Series 20092020-1 Supplement, or to institute, appear in or defend any suit or other Proceedings with respect thereto, except as provided under certain circumstances described in the principal of this Indenture and the Series 20092020-1 Note Supplement; provided, however, that nothing contained in the Indenture and the Series 2020-1 Supplement shall be paid in installments affect or impair any right of enforcement conferred on each subsequent Payment Date the Holder hereof to enforce any payment of the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 20092020-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1310 of the Indenture and the Series 2020-1 Supplement. Each purchaser and transferee of a Series 2020-1 Note will be deemed to represent and warrant that either (i) it is not acquiring and will not hold the Series 2020-1 Note with the plan assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title I of ERISA, a “plan” described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity (each of the foregoing, a “Plan”), or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the Series 2020-1 Notes are rated investment grade or better and have not been characterized as other than indebtedness for applicable local law purposes and (b) the acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of any similar applicable law. Each Holder of a Series 2020-1 Note (i) agrees to treat this Series 2020-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the Series 2020-1 Note shall be paid not have any interest in any Series Account of any other Series or Class and (iii) ratifies and confirms the manner specified on terms of the reverse hereof. The principal of Indenture and interest on this the other Series 20092020-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtsRelated Documents. Except as otherwise provided in the Indenture, payments made by the Company with respect to this This Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 20092020-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation ofand the rights and obligations of the parties hereunder, The Hertz Corporation or any affiliate shall be governed by, and construed and interpreted in accordance with, the laws of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount State of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 (New York without giving effect to the amendment principles of conflict of laws thereof (other than Section 5-1401 of the New York General Obligations Law) that would permit or require the application of the law of any other jurisdiction. All terms and restatement thereof on December 16, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is and the Series 2020-1 Supplement are herein incorporated by reference as if set forth below and on herein in their entirety. To the reverse hereof and made a part hereof, extent any provision of this Series 20092020-1 Note does not purport conflicts or is inconsistent with the provisions of the Indenture or the Series 2020-1 Supplement, the provisions of the Indenture or Series 2020-1 Supplement, as applicable, shall govern and be controlling. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to summarize exist, happen and be performed precedent to the execution and delivery of the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby Series 2020-1 Supplement and the rights, duties and obligations issuance of the Company this Series 2020-1 Note and the Trustee. A copy issue of the Indenture may be requested from the Trustee which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Financelaw. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signaturesignature of one of its authorized officers, this Series 20092020-1 Note shall not be entitled to any benefit under the Indenture referred to on and the reverse hereofSeries 2020-1 Supplement, or be valid or obligatory for any purpose.

Supplement. During If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 2009-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2009-1 Controlled Amortization PeriodSupplement. The Indenture permits, with certain exceptions as therein provided, the principal issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2009-1 Note and on all future holders of this Series 2009-1 Note and of any Series 2009-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2009-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2009-1 Supplement. The Holder of this Series 2009-1 Note shall be paid in installments on each have no right to enforce the provisions of the Indenture and the Series 2009-1 Controlled Amortization Payment Date Supplement or to institute action to enforce the extent of funds available for payment therefor pursuant covenants, or to take any action with respect to a default under the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with Indenture and the Series 2009-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the principal of this Indenture and the Series 2009-1 Note Supplement; provided, however, that nothing contained in the Indenture and the Series 2009-1 Supplement shall be paid in installments affect or impair any right of enforcement conferred on each subsequent Payment Date the Holder hereof to enforce any payment of the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid in on or after the manner specified on due date thereof; provided further, however, that by acceptance hereof the reverse hereof. The principal of Holder is deemed to have covenanted and interest on this agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the Series 2009-1 Note are payable in such coin or currency Supplement. Each Holder of the United States of America as at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this a Series 2009-1 Note shall be applied first deemed to interest due represent and payable on warrant to the Initial Purchaser, the Issuer, the Indenture Trustee and the Manager that it is not acquiring such Series 2009-1 Note with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity. Each Holder of a Series 2009-1 Note (i) agrees to treat this Series 2009-1 Note for United States federal, state and local income, single business and franchise tax purposes as provided above indebtedness, (ii) agrees that the duties of the Administrative Agent are not to be construed as a replacement Manager, (iii) agrees that the Series 2009-1 Note shall not have any interest in any Series Account of any other Series or Class and then to (iv) ratifies and confirms the unpaid principal terms of the Indenture and the other Series 2009-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2009-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, on the one hand, and the Indenture or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated on the other hand, the Indenture or the Series 2009-1 Supplement, as of September 18applicable, 2009 (without giving effect shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the amendment execution and restatement thereof on December 16, 2010) to delivery of the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to Series 2009-1 Supplement and the further provisions issuance of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rightsissue of which it is a part, duties do exist, have happened and obligations of the Company have been timely performed in regular form and the Trustee. A copy of the Indenture may be requested from the Trustee manner as required by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Financelaw. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signaturesignature of one of its authorized officers, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on and the reverse hereofSeries 2009-1 Supplement, or be valid or obligatory for any purpose.

Supplement. During the Series 2009-1 Controlled Amortization PeriodIf an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092020-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2020-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any consent given by the Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 2020-1 Note and on all future holders of this Series 2020-1 Note and of any Note issued in lieu hereof whether or not notation of such consent is made upon this Series 2020-1 Note. Supplements and amendments to the Indenture and the Series 2020-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2020-1 Supplement. The Holder of this Series 2020-1 Note shall be paid in installments on each have no right to enforce the provisions of the Indenture and the Series 20092020-1 Controlled Amortization Payment Date Supplement or to institute action to enforce the extent of funds available for payment therefor pursuant covenants, or to take any action with respect to a default under the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with Indenture and the Series 20092020-1 Supplement, or to institute, appear in or defend any suit or other Proceedings with respect thereto, except as provided under certain circumstances described in the principal of this Indenture and the Series 20092020-1 Note Supplement; provided, however, that nothing contained in the Indenture and the Series 2020-1 Supplement shall be paid in installments affect or impair any right of enforcement conferred on each subsequent Payment Date the Holder hereof to enforce any payment of the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 20092020-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1310 of the Indenture and the Series 2020-1 Supplement. Each Purchaser and Transferee (and its fiduciary, if applicable) of a Series 2020-1 Note (or interest therein) will be deemed to represent and warrant that either (I) It is not acquiring and will not hold the Series 2020-1 Note with the Plan assets of an “Employee Benefit Plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is subject to the provisions of Title I of ERISA, a “Plan” described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity whose underlying assets include “Plan Assets” of any of the foregoing by reason of an Employee Benefit Plan’s or Plan’s investment in such entity (each of the foregoing, a “Benefit Plan”) or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4979 of the Code, or (II) (A) the Series 2020-1 Notes are rated investment grade or better and have not been characterized as other than indebtedness for applicable local law purposes and (B) the acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of any similar applicable law. Each Holder of a Series 2020-1 Note (i) agrees to treat this Series 2020-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the Series 2020-1 Note shall be paid not have any interest in any Series Account of any other Series or Class and (iii) ratifies and confirms the manner specified on terms of the reverse hereof. The principal of Indenture and interest on this the other Series 20092020-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtsRelated Documents. Except as otherwise provided in the Indenture, payments made by the Company with respect to this This Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 20092020-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation ofand the rights and obligations of the parties hereunder, The Hertz Corporation or any affiliate shall be governed by, and construed and interpreted in accordance with, the laws of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount State of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 (New York without giving effect to the amendment principles of conflict of laws thereof (other than Section 5-1401 of the New York General Obligations Law) that would permit or require the application of the law of any other jurisdiction. All terms and restatement thereof on December 16, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is and the Series 2020-1 Supplement are herein incorporated by reference as if set forth below and on herein in their entirety. To the reverse hereof and made a part hereof, extent any provision of this Series 20092020-1 Note does not purport conflicts or is inconsistent with the provisions of the Indenture or the Series 2020-1 Supplement, the provisions of the Indenture or Series 2020-1 Supplement, as applicable, shall govern and be controlling. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to summarize exist, happen and be performed precedent to the execution and delivery of the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby Series 2020-1 Supplement and the rights, duties and obligations issuance of the Company this Series 2020-1 Note and the Trustee. A copy issue of the Indenture may be requested from the Trustee which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Financelaw. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signaturesignature of one of its authorized officers, this Series 20092020-1 Note shall not be entitled to any benefit under the Indenture referred to on and the reverse hereofSeries 2020-1 Supplement, or be valid or obligatory for any purpose.

Supplement. During Under the Series 2009-1 Controlled Amortization Period, the principal of this Series 2009-1 Note shall be paid in installments on each Series 2009-1 Controlled Amortization Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with the Series 20091999-1 Supplement, there will be distributed on the principal 17th day of each month or, if such 17th day is not a Business Day, the next Business Day (the "Distribution Date"), commencing on July 19, 1999, to the Person in whose name this Series 1999-1 Certificate is registered at the close of business on the Business Day preceding such Distribution Date (the "Record Date") such Series 1999-1 Certificateholder's fractional undivided interest in any amount to be distributed to Series 1999-1 Certificateholders on such Distribution Date. The holder of this Series 20091999-1 Note shall be paid Certificate acknowledges and agrees that its rights to receive distributions in installments on each subsequent Payment Date respect of this Series 1999-1 Certificate are subordinated to the extent rights of funds available for payment therefor pursuant to the Series 1999-1 Noteholders as described in the Master Sale and Servicing Agreement, the Indenture, the Trust Agreement and the Series 1999-1 Supplement, as applicable. Such principal of and interest Distributions on this Series 20091999-1 Note shall Certificate will be paid made as provided in the manner specified on Trust Agreement by the reverse hereof. The principal of and interest on this Owner Trustee by wire transfer or check mailed to the Series 20091999-1 Note are payable Certificateholder of record in such coin the Certificate Register without the presentation or currency surrender of this Certificate or the United States making of America as at the time of payment is legal tender for payment of public and private debtsany notation hereon. Except as otherwise provided in the IndentureTrust Agreement and notwithstanding the above, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to interest due and payable final distribution on this Series 20091999-1 Note as provided above Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and then to the unpaid principal only upon presentation and surrender of this Series 20091999-1 Note. This Series 2009-1 Note does not represent an interest in, Certificate at the office or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than agency maintained for the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, purpose by the Owner Trustee in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 (without giving effect to the amendment and restatement thereof on December 16, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the TrusteeCorporate Trust Office. Reference is hereby made to the further provisions of this Series 20091999-1 Note Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as though fully if set forth on the face of at this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Financeplace. Unless the certificate of authentication hereon has shall have been executed by an authorized officer of the Trustee whose name appears below Owner Trustee, by manual signature, this Series 20091999-1 Note Certificate shall not be entitled entitle the holder hereof to any benefit under the Indenture referred to on Trust Agreement or the reverse hereof, Master Sale and Servicing Agreement or be valid or obligatory for any purpose. THIS SERIES 1999-1 CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Supplement. During the Series 2009-1 Controlled Amortization PeriodIf an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092020-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2020-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any consent given by the Requisite Global Majority shall be conclusive and binding upon the Holder of this Series 2020-1 Note and on all future holders of this Series 2020-1 Note and of any Note issued in lieu hereof whether or not notation of such consent is made upon this Series 2020-1 Note. Supplements and amendments to the Indenture and the Series 2020-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2020-1 Supplement. The Holder of this Series 2020-1 Note shall be paid in installments on each have no right to enforce the provisions of the Indenture and the Series 20092020-1 Controlled Amortization Payment Date Supplement or to institute action to enforce the extent of funds available for payment therefor pursuant covenants, or to take any action with respect to a default under the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with Indenture and the Series 20092020-1 Supplement, or to institute, appear in or defend any suit or other Proceedings with respect thereto, except as provided under certain circumstances described in the principal of this Indenture and the Series 20092020-1 Note Supplement; provided, however, that nothing contained in the Indenture and the Series 2020-1 Supplement shall be paid in installments affect or impair any right of enforcement conferred on each subsequent Payment Date the Holder hereof to enforce any payment of the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 20092020-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other Proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1311 of the Indenture and the Series 2020-1 Supplement. Each purchaser and transferee of a Series 2020-1 Note will be deemed to represent and warrant that either (i) it is not acquiring and will not hold the Series 2020-1 Note with the plan assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title I of ERISA, a “plan” described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity (each of the foregoing, a “Plan”), or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the Series 2020-1 Notes are rated investment grade or better and have not been characterized as other than indebtedness for applicable local law purposes and (b) the acquisition, holding and disposition of the Series 2020-1 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of any similar applicable law. Each Holder of a Series 2020-1 Note (i) agrees to treat this Series 2020-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the Series 2020-1 Note shall be paid not have any interest in any Series Account of any other Series or Class and (iii) ratifies and confirms the manner specified on terms of the reverse hereof. The principal of Indenture and interest on this the other Series 20092020-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debtsRelated Documents. Except as otherwise provided in the Indenture, payments made by the Company with respect to this This Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 20092020-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation ofand the rights and obligations of the parties hereunder, The Hertz Corporation or any affiliate shall be governed by, and construed and interpreted in accordance with, the laws of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount State of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 (New York without giving effect to the amendment principles of conflict of laws thereof (other than Section 5-1401 of the New York General Obligations Law) that would permit or require the application of the law of any other jurisdiction. All terms and restatement thereof on December 16, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is and the Series 2020-1 Supplement are herein incorporated by reference as if set forth below and on herein in their entirety. To the reverse hereof and made a part hereof, extent any provision of this Series 20092020-1 Note does not purport conflicts or is inconsistent with the provisions of the Indenture or the Series 2020-1 Supplement, the provisions of the Indenture or Series 2020-1 Supplement, as applicable, shall govern and be controlling. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to summarize exist, happen and be performed precedent to the execution and delivery of the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby Series 2020-1 Supplement and the rights, duties and obligations issuance of the Company this Series 2020-1 Note and the Trustee. A copy issue of the Indenture may be requested from the Trustee which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Financelaw. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signaturesignature of one of its authorized officers, this Series 20092020-1 Note shall not be entitled to any benefit under the Indenture referred to on and the reverse hereofSeries 2020-1 Supplement, or be valid or obligatory for any purpose.

Supplement. During the Series 2009-1 Controlled Amortization Period, the principal of this Series 2009-1 Note shall be paid in installments on each Series 2009-1 Controlled Amortization Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with the Series 2009-1 Supplement, the principal of this Series 2009-1 Note shall be paid in installments on each subsequent Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Series 2009-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2[ ], dated September 18October 25, 20092012, in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18October 25, 2009 2012 (without giving effect to the amendment and restatement thereof on December 16October 25, 20102012) to the Third Fourth Amended and Restated Base Indenture, dated as of September 18November 25, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010)2013, each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—–Structured Finance. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Supplement. During the Series 2009-1 Controlled Amortization Period, the principal of this Series 2009-1 Note shall be paid in installments on each Series 2009-1 Controlled Amortization Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with the Series 2009-1 Supplement, the principal of this Series 2009-1 Note shall be paid in installments on each subsequent Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Series 2009-1 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to interest due and payable on this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 2009-1 Note. This Series 2009-1 Note does not represent an interest in, or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount of $[ ] issued by the Company under the Series 2009-1 Supplement, dated as of September 18, 2009 (without giving effect to the amendment and restatement thereof on December 16, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions of this Series 2009-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Supplement. During the Series 2009-1 Controlled Amortization PeriodIf an Event of Default shall occur and be continuing, the principal of and accrued interest on this Series 20092011-1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2011-1 Supplement. The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures in certain specifically described instances. Any supplemental indenture made in accordance with the terms of this Supplement and the Indenture shall be conclusive and binding upon the Holder of this Series 2011-1 Note and on all future holders of this Series 2011-1 Note and of any Series 2011-1 Note issued in lieu hereof. Supplements and amendments to the Indenture and the Series 2011-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2011-1 Supplement. The Holder of this Series 2011-1 Note shall be paid in installments on each have no right to enforce the provisions of the Indenture and the Series 20092011-1 Controlled Amortization Payment Date Supplement or to institute action to enforce the extent of funds available for payment therefor pursuant covenants, or to take any action with respect to a default under the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with Indenture and the Series 20092011-1 Supplement, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the principal of this Indenture and the Series 20092011-1 Note Supplement; provided, however, that nothing contained in the Indenture and the Series 2011-1 Supplement shall be paid in installments affect or impair any right of enforcement conferred on each subsequent Payment Date the Holder hereof to enforce any payment of the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 20092011-1 Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by the Indenture and the Series 2011-1 Supplement. Each Holder of a Series 2011-1 Note shall be paid in deemed to represent and warrant to the manner specified on Initial Purchaser, the reverse hereof. The principal of Issuer, the Indenture Trustee and interest on this the Manager that it is not acquiring such Series 20092011-1 Note are payable with the assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not it is subject to Title I of ERISA, a “plan” within the meaning of Section 4975(e)(1) of the Code or an entity whose underlying assets include “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such coin or currency entity. Each Holder of a Series 2011-1 Note (i) agrees to treat this Series 2011-1 Note for United States federal, state and local income, single business and franchise tax purposes as indebtedness, (ii) agrees that the duties of the United States of America Administrative Agent are not to be construed as at a replacement Manager, (iii) agrees that the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 20092011-1 Note shall be applied first to not have any interest due in any Series Account of any other Series or Class and payable on (iv) ratifies and confirms the terms of the Indenture and the other Series 2011-1 Transaction Documents. All terms and provisions of the Indenture and the Series 2011-1 Supplement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Series 2009-1 Note as provided above and then to the unpaid principal of this Series 20092011-1 Note. This Series 2009-1 Note does not represent an interest in, on the one hand, and the Indenture or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, in the original principal amount of $[ ] issued by the Company under the Series 20092011-1 Supplement, dated on the other hand, the Indenture or the Series 2011-1 Supplement, as of September 18applicable, 2009 (without giving effect shall control. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required to exist, happen and be performed precedent to the amendment execution and restatement thereof on December 16, 2010) to delivery of the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to Series 2011-1 Supplement and the further provisions issuance of this Series 20092011-1 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Series 2009-1 Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Series 2009-1 Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rightsissue of which it is a part, duties do exist, have happened and obligations of the Company have been timely performed in regular form and the Trustee. A copy of the Indenture may be requested from the Trustee manner as required by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Financelaw. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signaturesignature of one of its authorized officers, this Series 20092011-1 Note shall not be entitled to any benefit under the Indenture referred to on and the reverse hereofSeries 2011-1 Supplement, or be valid or obligatory for any purpose.

Supplement. During the Series 2009-1 Controlled Amortization Period, the principal A record of this Series 2009-1 Note shall be paid in installments on each Series 2009-1 Controlled Amortization Payment Date Advance, Prepayment and repayment shall be made by the Deal Agent and absent manifest error such record shall be conclusive. Capitalized terms not otherwise defined herein will have the meaning set forth in Appendix A to the extent of funds available for payment therefor pursuant to the Indenture. Beginning on the first Payment Date following the occurrence of a Series 2009-1 Amortization Event, subject to cure in accordance with Indenture or the Series 2009-1 Supplement, . Payment of the principal of this Series 2009-1 Note shall be paid in installments on each subsequent Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Series 2009-1 Note shall be paid made in the manner specified on the reverse hereof. The principal of and interest on this Series 2009-1 Note are payable in such coin or currency lawful money of the United States of America as which at the time of payment is legal tender for payment of public and private debts. Except as otherwise provided in the Indenture, payments made by the Company with respect to this Series 2009-1 Note shall be applied first to The principal balance of and interest due and payable on this Series 2009-1 Note as provided above is payable at the times and then in the amounts set forth in the Indenture and the Series 2009-1 Supplement by wire transfer of immediately available funds to the unpaid account designated by the Holder of record on the immediately preceding Record Date. This Series 2009-1 Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) (or, if less, the Series 2009-1 Note Principal Balance of this Series 2009-1 Note) pursuant to the Indenture and the Series 2009-1 Supplement. The Series 2009-1 Notes shall be an obligation of the Issuer and shall be secured by the Collateral, all as defined in, and subject to the limitations set forth in, the Indenture and the Series 2009-1 Supplement. This Series 2009-1 Note does not represent an interest in, or an obligation of, The Hertz Corporation or any affiliate of The Hertz Corporation other than the Company. This Series 2009-1 Note replaces that Series 2009-1 Variable Funding Rental Car Asset Backed Note, No. R-2, dated September 18, 2009, is transferable as provided in the original principal amount of $[ ] issued by the Company under Indenture and the Series 2009-1 Supplement, dated as of September 18subject to certain limitations therein contained, 2009 (without giving effect to only upon the amendment books for registration and restatement thereof on December 16transfer kept by the Indenture Trustee, 2010) to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (without giving effect to the Supplemental Indenture No. 1 thereto, dated as of December 16, 2010), each by and between the Company and the Trustee. Reference is made to the further provisions only upon surrender of this Series 2009-1 Note set forth on for transfer to the reverse hereofIndenture Trustee duly endorsed by, which shall have or accompanied by a written instrument of transfer in form reasonably satisfactory to the same effect as though fully set forth on Indenture Trustee duly executed by the face registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of this a sum sufficient to cover any tax expense or other governmental charge payable in connection with any transfer or exchange of the Series 2009-1 NoteNotes. Although a summary of certain provisions The Issuer, the Indenture Trustee and any other agent of the Indenture is set forth below and on Issuer may treat the reverse hereof and made a part hereof, person in whose name this Series 2009-1 Note does not purport to summarize is registered as the absolute owner hereof for all purposes, and neither the Issuer, the Indenture and reference is made Trustee, nor any other such agent shall be affected by notice to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Company and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration—Structured Finance. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Series 2009-1 Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purposecontrary.