Series 2009-1 Note Purchase Agreement Sample Contracts

AMENDMENT 1 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Series 2009-1 Note Purchase Agreement • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT 1, dated as of December 21, 2009 (the “Amendment”), is to the Series 2009-1 Note Purchase Agreement, dated as of October 23, 2009 (as amended, supplemented and otherwise modified from time to time in accordance with its terms, the “Agreement”), among TAL ADVANTAGE III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser (“WBNA”), and WELLS FARGO SECURITIES, LLC, as Wachovia Deal Agent (“WFS”).

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AMENDMENT 6 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Series 2009-1 Note Purchase Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT 6, dated as of July 16, 2010 (the “Amendment”), is to the Series 2009-1 Note Purchase Agreement, dated as of October 23, 2009 (as amended, supplemented and otherwise modified from time to time in accordance with its terms, the “Agreement”), among TAL ADVANTAGE III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Purchaser (“WFBNA”), ABN AMRO BANK N.V. (f/k/a FORTIS BANK (NEDERLAND) N.V.), as a Purchaser, DVB BANK S.E., as a Purchaser, and SUNTRUST BANK, N.A. and THREE PILLARS FUNDING, LLC, jointly as a Purchaser.

AMENDMENT 4 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Series 2009-1 Note Purchase Agreement • May 7th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT 4, dated as of April 23, 2010 (the “Amendment”), is to the Series 2009-1 Note Purchase Agreement, dated as of October 23, 2009 (as amended, supplemented and otherwise modified from time to time in accordance with its terms, the “Agreement”), among TAL ADVANTAGE III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Purchaser (“WFBNA”), WELLS FARGO SECURITIES, LLC, as Wells Fargo Deal Agent (“WFS”), and FORTIS BANK (NEDERLAND) N.V., as Purchaser (“Fortis”).

AMENDMENT NO. 2 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Series 2009-1 Note Purchase Agreement • March 1st, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NO. 2, dated as of February 16, 2010 (the “Amendment”), to the Agreement (as defined below), is entered into by TAL Advantage III LLC, a Delaware limited liability company (the “Issuer”), Wachovia Bank N.A., as a Purchaser and Control Party for Series 2009-1 (“WBNA”), and Wells Fargo Securities, LLC, as a Deal Agent for WBNA (in such capacity, a “Deal Agent”).

AMENDMENT 3 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Series 2009-1 Note Purchase Agreement • May 7th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT 3, dated as of April 9, 2010 (the “Amendment”), is to the Series 2009-1 Note Purchase Agreement, dated as of October 23, 2009 (as amended, supplemented and otherwise modified from time to time in accordance with its terms, the “Agreement”), among TAL ADVANTAGE III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Purchaser (“WFBNA”), and WELLS FARGO SECURITIES, LLC, as Wells Fargo Deal Agent (“WFS”).

AMENDMENT 5 TO SERIES 2009-1 NOTE PURCHASE AGREEMENT
Series 2009-1 Note Purchase Agreement • July 30th, 2010 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT 5, dated as of June 21, 2010 (the “Amendment”), is to the Series 2009-1 Note Purchase Agreement, dated as of October 23, 2009 (as amended, supplemented and otherwise modified from time to time in accordance with its terms, the “Agreement”), among TAL ADVANTAGE III LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Purchaser (“WFBNA”), FORTIS BANK (NEDERLAND) N.V., as a Purchaser and DVB BANK S.E., as a Purchaser.

SECOND AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENT (SERIES 2009-1 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES) dated as of October 25, 2012, among HERTZ VEHICLE FINANCING LLC, THE HERTZ CORPORATION, as Administrator, CERTAIN CONDUIT...
Series 2009-1 Note Purchase Agreement • January 31st, 2013 • Cinelease, LLC • Services-auto rental & leasing (no drivers) • New York

THIS SECOND AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENT, dated as of October 25, 2012 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator hereunder, the “Administrator”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns (the “Conduit Investors”; each, individually, a “Conduit Investor”), the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17 (each a “Committed Note Purchaser”), the financial institution set forth opposite the name of each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group,

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