Common use of Demand Note Draw Clause in Contracts

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount of the Series 2009-1 Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2009-1 Demand Note to be deposited into the Series 2009-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Distribution Date (after giving effect to the any withdrawal from the Series 20092010-1 6 Reserve Account pursuant to Section 3.5(c)(i) on such Payment Date pursuant to clause (iDistribution Date) of this Section 3.5(b) of this will be greater than zero and there are any Multi-Series Supplement and any drawings on the Series 2009-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Principal Deficit Amount less the amount to be deposited in and (B) the Series 20092010-1 Distribution Account in accordance with clauses (i) and/or (ii) 6 Allocated Multi-Series Letter of this Section 3.5(b) of this Series Supplement and (ii) the principal amount of the Series 2009-1 Demand NoteCredit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092010-1 6 Demand Note Notes to be deposited into the Series 20092010-1 6 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Distribution Date (after giving effect to the any withdrawal from the Series 20092015-1 3 Reserve Account pursuant to Section 3.5(c)(i) on such Payment Date pursuant to clause (iDistribution Date) of this Section 3.5(b) of this will be greater than zero and there are any Multi-Series Supplement and any drawings on the Series 2009-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Principal Deficit Amount less the amount to be deposited in and (B) the Series 20092015-1 Distribution Account in accordance with clauses (i) and/or (ii) 3 Allocated Multi-Series Letter of this Section 3.5(b) of this Series Supplement and (ii) the principal amount of the Series 2009-1 Demand NoteCredit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092015-1 3 Demand Note Notes to be deposited into the Series 20092015-1 3 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to the withdrawal from the Series 20092010-1 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092010-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 to this Series Supplement (each a “Demand Notice”) on Hertz Zipcar for payment under the Series 20092010-1 Demand Note in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 20092010-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount of the Series 20092010-1 Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Demand Notice to HertzZipcar; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz Zipcar shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to HertzZipcar. The Trustee shall cause the proceeds of any demand on the Series 20092010-1 Demand Note to be deposited into the Series 20092010-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 20092018-1 Reserve 2 Distribution Account on such Payment Date pursuant in accordance with Section 2.5(a) together with any amounts to clause (ibe deposited therein in accordance with Section 2.5(b) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092018-1 2 Final Distribution Date is less than the Series 2018-2 Senior Invested Amount and there are any Series 2018-2 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment the Series 2018-2 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit I on Hertz the Demand Note Issuers for payment under the Series 20092018-1 2 Demand Note Notes in an amount equal to the lesser of (ix) such insufficiency and (y) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount sum of the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, Series 2018-2 Final Distribution Date deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 sixty (60) consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092018-1 2 Demand Note Notes to be deposited into the Series 20092018-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to the withdrawal from the Series 20092008-1 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092008-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 20092008-1 Demand Note in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 20092008-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount of the Series 20092008-1 Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 20092008-1 Demand Note to be deposited into the Series 20092008-1 Distribution Account, and such proceeds shall be treated as Principal CollectionsCollections for all purposes hereunder.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Distribution Date (after giving effect to the any withdrawal from the Series 20092004-1 Reserve Account on such Payment Date pursuant to clause (iSection 3.5(c)(i) of this Section 3.5(b) of this Series Supplement and any drawings draws on the Series 20092004-1 Letter of Credit pursuant to Section 3.5 (c)(ii) on such Distribution Date) will be greater than zero and there are any Series 2004-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Principal Deficit Amount less the amount to be deposited in and (B) the Series 20092004-1 Distribution Account in accordance with clauses (i) and/or (ii) Letter of this Section 3.5(b) of this Series Supplement and (ii) the principal amount of the Series 2009-1 Demand NoteCredit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092004-1 Demand Note Notes to be deposited into the Series 20092004-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class C Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class C Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class C Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B Letter of Credit Amount and (y) the Class C Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092013-1 Demand Note to be deposited into the Series 20092013-1 Distribution Account, and such proceeds shall be treated as Principal Collections.. NEWYORK 0000000 (2K)A&R Series 2013-1 Supplement (Class C Note issuance) 47

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class C Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class C Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class C Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B Letter of Credit Amount and (y) the Class C Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092012-1 2 Demand Note to be deposited into the Series 20092012-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class D Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B/C Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class D Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class D Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and (y) the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092017-1 2 Demand Note to be deposited into the Series 20092017-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 20092020-1 Reserve Distribution Account on such Payment Date pursuant in accordance with Section 2.5(a) together with any amounts to clause (ibe deposited therein in accordance with Section 2.5(b) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092020-1 Final Distribution Date is less than the Series 2020-1 Senior Invested Amount and there are any Series 2020-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment the Series 2020-1 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit I on Hertz the Demand Note Issuers for payment under the Series 20092020-1 Demand Note Notes in an amount equal to the lesser of (ix) such insufficiency and (y) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount sum of the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, Series 2020-1 Final Distribution Date deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 sixty (60) consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092020-1 Demand Note Notes to be deposited into the Series 20092020-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If the Administrator determines on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, the Administrator determines ) that the Class A Principal Deficit Amount on with respect to the next succeeding Payment Date (after giving effect to the withdrawal any withdrawals from the Series 2009-1 Class A Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b2.5(b)(i) of this Series Supplement and any drawings on the application thereof pursuant to Section 2.5(e) of this Series 2009-1 Letters of Credit Supplement on such Payment Date pursuant to clause (ii) of this Section 3.5(b)Date) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 I to this Series Supplement (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 2 Demand Note in an amount equal to the lesser of (ix) the excess of (A) such Class A Principal Deficit Amount less over (B) the aggregate amount to be deposited in the Series 2009-1 2 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b2.5(b)(i) of this Series Supplement and (iiy) the principal amount Class A Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e)(ii) and Section 2.3(e)(iii) of this Series 2009-1 Demand NoteSupplement). The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2009-1 2 Demand Note to be deposited into the Series 2009-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class D Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B/C Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class D Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class D Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and (y) the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092019-1 2 Demand Note to be deposited into the Series 20092019-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If the amount to be deposited in the Series 2003-4 Distribution Account in accordance with Section 2.5(a) together with any amounts to be deposited therein in accordance with Section 2.5(b) allocable to the Class A-1 Notes on any Determination the Class A-1 Final Distribution Date, the Administrator determines that Class A-2 Notes and the Principal Deficit Amount Class A-3 Notes on the next succeeding Payment Five-Year Notes Final Distribution Date (after giving effect to or the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement and any drawings Class A-4 Notes on the Class A-4 Final Distribution Date, as the case may be, is less than the Class A-1 Invested Amount, the sum of the Class A-2 Invested Amount and the Class A-3 Invested Amount or the Class A-4 Invested Amount, as the case may be, and there are any Series 20092003-1 4 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Series 2003-4 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information with a copy to the TrusteeSurety Provider) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit F on Hertz the Demand Note Issuers for payment under the Series 20092003-1 4 Demand Note Notes in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement such insufficiency and (ii) the principal amount Series 2003-4 Letter of the Series 2009-1 Demand NoteCredit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Series 2003-4 Final Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092003-1 4 Demand Note Notes to be deposited into the Series 20092003-1 4 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 20092019-1 Reserve 3 Distribution Account on such Payment Date pursuant in accordance with Section 2.5(a) together with any amounts to clause (ibe deposited therein in accordance with Section 2.5(b) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092019-1 3 Final Distribution Date is less than the Series 2019-3 Senior Invested Amount and there are any Series 2019-3 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment the Series 2019-3 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit I on Hertz the Demand Note Issuers for payment under the Series 20092019-1 3 Demand Note Notes in an amount equal to the lesser of (ix) such insufficiency and (y) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount sum of the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, Series 2019-3 Final Distribution Date deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 sixty (60) consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092019-1 3 Demand Note Notes to be deposited into the Series 20092019-1 3 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 20092019-1 Reserve 2 Distribution Account on such Payment Date pursuant in accordance with Section 2.5(a) together with any amounts to clause (ibe deposited therein in accordance with Section 2.5(b) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092019-1 2 Final Distribution Date is less than the Series 2019-2 Senior Invested Amount and there are any Series 2019-2 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment the Series 2019-2 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit I on Hertz the Demand Note Issuers for payment under the Series 20092019-1 2 Demand Note Notes in an amount equal to the lesser of (ix) such insufficiency and (y) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount sum of the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, Series 2019-2 Final Distribution Date deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 sixty (60) consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092019-1 2 Demand Note Notes to be deposited into the Series 20092019-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class D Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B/C Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class D Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class D Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and (y) the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092018-1 2 Demand Note to be deposited into the Series 20092018-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class C Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class C Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class C Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B Letter of Credit Amount and (y) the Class C Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092013-1 2 Demand Note to be deposited into the Series 20092013-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 20092018-1 Reserve Distribution Account on such Payment Date pursuant in accordance with Section 2.5(a) together with any amounts to clause (ibe deposited therein in accordance with Section 2.5(b) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092018-1 Final Distribution Date is less than the Series 2018-1 Senior Invested Amount and there are any Series 2018-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment the Series 2018-1 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit I on Hertz the Demand Note Issuers for payment under the Series 20092018-1 Demand Note Notes in an amount equal to the lesser of (ix) such insufficiency and (y) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount sum of the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, Series 2018-1 Final Distribution Date deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 sixty (60) consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092018-1 Demand Note Notes to be deposited into the Series 20092018-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(a) together with any amounts to be deposited therein in accordance with Section 2.5(b) allocable to the Class A-1 Notes and the Class A-2 Notes on any Determination the Three-Year Notes Final Distribution Date, or the Administrator determines that the Principal Deficit Amount Class A-3 Notes on the next succeeding Payment Date (after giving effect to Class A-3 Final Distribution Date, as the withdrawal from case may be, is less than the sum of the Class A-1 Invested Amount and the Class A-2 Invested Amount, or the Class A-3 Invested Amount, as the case may be, and there are any Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092005-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Series 2005-1 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information with a copy to the TrusteeSurety Provider) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit F on Hertz the Demand Note Issuers for payment under the Series 20092005-1 Demand Note Notes in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement such insufficiency and (ii) the principal amount of the Series 20092005-1 Demand NoteLetter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Series 2005-1 Final Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092005-1 Demand Note Notes to be deposited into the Series 20092005-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Series 2010-1 Principal Deficit Amount on the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the even assuming that there is no Series 20092010-1 Reserve Account Lease Principal Payment Deficit on such Payment Date pursuant to clause (iDistribution Date) of this Section 3.5(b) of this will be greater than zero and there are any Series Supplement and any drawings on the Series 20092010-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate or amounts on deposit in the Series 2010-1 Cash Collateral Account, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit C on Hertz for payment under the Series 2009-1 Demand Note in Issuer demanding payment of an amount equal to the lesser of (iA) the Series 2010-1 Principal Deficit Amount less the amount to be deposited in the Series 20092010-1 Distribution Account in accordance with clauses clause (i) and/or and, if applicable, clause (ii) ), of this Section 3.5(b4.5(c) of this Series Supplement on such Distribution Date and (iiB) the principal amount of the Series 20092010-1 Demand NoteLetter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuer; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz the Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzthe Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092010-1 Demand Note to be deposited into the Series 20092010-1 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 2009-1 Reserve 2 Distribution Account on such Payment Date pursuant to clause (i) of this Section 3.5(b2.5(a)(v) of this Series Supplement together with any amounts to be deposited therein in accordance with Section 2.5(b)(iv), Section 2.5(c)(iv) and any drawings on the Series 2009-1 Letters of Credit on such Payment Date pursuant to clause (iiSection 2.5(d)(i) of this Section 3.5(b)Series Supplement on any Legal Final Payment Date is less than (x) will be greater than zerothe aggregate Principal Amount of the Three-Year Notes on the Three-Year Notes Legal Final Payment Date or (y) the aggregate Principal Amount of the Five-Year Notes on the Five-Year Notes Legal Final Payment Date, as applicable, then, prior to 10:00 10:30 a.m. (New York City time) on the second Business Day prior to such the applicable related Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) on Notice to Hertz for payment under the Series 2009-1 2 Demand Note in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement such insufficiency and (ii) the principal amount Series 2009-2 Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Series 2009-1 Demand Note2 Letters of Credit and/or withdrawals from any Series 2009-2 Cash Collateral Account anticipated to be made on such Legal Final Payment Date pursuant to Section 2.3(e), Section 2.5(b)(iv) and Section 2.5(c)(iv) of this Series Supplement). The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such the applicable Legal Final Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2009-1 2 Demand Note to be deposited into the Series 2009-1 2 Distribution AccountAccount on or prior to the applicable Legal Final Payment Date, and such proceeds shall be treated as Principal CollectionsCollections for all purposes hereunder.

Demand Note Draw. If the amount to be deposited in the Series 2003-5 Distribution Account in accordance with Section 2.5(a) together with any amounts to be deposited therein in accordance with Section 2.5(b) allocable to the Class A-1 Notes on any Determination the Class A-1 Final Distribution Date or the Class A-2 Notes on the Class A-2 Final Distribution Date, as the Administrator determines that case may be, is less than the Principal Deficit Class A-1 Invested Amount on or the next succeeding Payment Date (after giving effect to Class A-2 Invested Amount, as the withdrawal from the case may be, and there are any Series 20092003-1 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 5 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Series 2003-5 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information with a copy to the TrusteeSurety Provider) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit F on Hertz the Demand Note Issuers for payment under the Series 20092003-1 5 Demand Note Notes in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement such insufficiency and (ii) the principal amount Series 2003-5 Letter of the Series 2009-1 Demand NoteCredit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Series 2003-5 Final Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 sixty (60) consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092003-1 5 Demand Note Notes to be deposited into the Series 20092003-1 5 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If the Administrator determines on any Determination Date (other than the Determination Date related to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, the Administrator determines ) that the Principal Deficit Amount on with respect to the next succeeding Payment Date (after giving effect to the withdrawal from the Series 2009-1 Class A Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b2.5(b)) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 I (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 2 Demand Note in an amount equal to the lesser of (ix) the excess of (A) such Principal Deficit Amount less over (B) the amount to be deposited in the Series 2009-1 2 Distribution Account in accordance with clauses clause (i) and/or (ii) of this Section 3.5(b2.5(b) and (y) the Class A Letter of Credit Amount on such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Accounts anticipated to be made on such Payment Date pursuant to Section 2.3(e) of this Series Supplement and (ii) the principal amount of the Series 2009-1 Demand NoteSupplement). The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2009-1 2 Demand Note to be deposited into the Series 2009-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class C Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class C Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class C Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B Letter of Credit Amount and (y) the Class C Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or NEWYORK 0000000 (2K)A&R Series 2012-3 Supplement (Class C Note issuance) 47 the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092012-1 3 Demand Note to be deposited into the Series 20092012-1 3 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class D Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B/C Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class D Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class D Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and (y) the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092019-1 3 Demand Note to be deposited into the Series 20092019-1 3 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class C Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class C Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class C Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B Letter of Credit Amount and (y) the Class C Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092011-1 3 Demand Note to be deposited into the Series 20092011-1 3 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Series 2010-2 Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect to the withdrawal from the Series 20092010-1 2 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b9.4(b) of this Series Supplement and any drawings on the Series 20092010-1 2 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b9.4(b)) will be greater than zero, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, the Series 2010-2 Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 20092010-1 2 Demand Note in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 20092010-1 2 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b9.4(b) of this Series Supplement and (ii) the principal amount of the Series 20092010-1 2 Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 20092010-1 2 Demand Note to be deposited into the Series 20092010-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on the Determination Date with respect to any Determination such Distribution Date, the Administrator determines that the Class C Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) will be greater than zero and there are any Class A/B Letters of this Section 3.5(b) of this Series Supplement and any drawings on the Series 2009-1 Credit or Class C Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class C Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount sum of (x) the Series 2009-1 Demand NoteClass A/B Letter of Credit Amount and (y) the Class C Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092011-1 5 Demand Note to be deposited into the Series 20092011-1 5 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 2009-1 Reserve 2 Distribution Account on such Payment Date pursuant to clause subclause (iv) of this Section 3.5(b2.5(a) of this Series Supplement together with any amounts to be deposited therein in accordance with Section 2.5(b)(iv) and any drawings on the Series 2009-1 Letters of Credit on such Payment Date pursuant to clause (iiSection 2.5(c)(i) of this Section 3.5(b)Series Supplement on the Three-Year Notes Legal Final Payment Date is less than (x) will be greater than zerothe aggregate Principal Amount of the Class A-1 Notes on the Three-Year Notes Legal Final Payment Date or (y) the aggregate Principal Amount of the Class A-2 Notes on the Five-Year Notes Legal Final Payment Date, then, prior to 10:00 10:30 a.m. (New York City time) on the second Business Day prior to such the applicable related Legal Final Payment Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) on Notice to Hertz for payment under the Series 2009-1 2 Demand Note in an amount equal to the lesser of (i) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement such insufficiency and (ii) the principal amount Class A Letter of Credit Amount as of such Business Day (after giving effect to any draws on the Class A Letters of Credit and/or withdrawals from any Class A Cash Collateral Account anticipated to be made on such Legal Final Payment Date pursuant to Section 2.3(e) and Section 2.5(b)(iv) of this Series 2009-1 Demand NoteSupplement). The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such the applicable Legal Final Payment Date, deliver such Demand Notice to Hertz; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Series 2009-1 2 Demand Note to be deposited into the Series 2009-1 2 Distribution AccountAccount on or prior to the applicable Legal Final Payment Date, and such proceeds shall be treated as Principal CollectionsCollections for all purposes hereunder.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Class A/B Principal Deficit Amount on with respect to the next succeeding Payment Distribution Date (after giving effect to the withdrawal from the Series 2009-1 Reserve Account on such Payment Date pursuant to clause (i) of this Section 3.5(b) of this Series Supplement will be greater than zero and there are any drawings on the Series 2009-1 Class A/B Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zero, thendate, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in Demand Notice to the form of Exhibit G-1 (each a “Demand Notice”) on Hertz for payment under the Series 2009-1 Demand Note in Issuers demanding payment of an amount equal to the lesser of (iA) the Class A/B Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (iiB) the principal amount Class A/B Letter of the Series 2009-1 Demand NoteCredit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Distribution Date, deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092012-1 3 Demand Note to be deposited into the Series 20092012-1 3 Distribution Account, and such proceeds shall be treated as Principal Collections.

Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Payment Date (after giving effect amount to the withdrawal from be deposited in the Series 20092017-1 Reserve 2 Distribution Account on such Payment Date pursuant in accordance with Section 2.5(a) together with any amounts to clause (ibe deposited therein in accordance with Section 2.5(b) of this Section 3.5(b) of this Series Supplement and any drawings on the Series 20092017-1 2 Final Distribution Date is less than the Series 2017-2 Senior Invested Amount and there are any Series 2017-2 Letters of Credit on such Payment Date pursuant to clause (ii) of this Section 3.5(b)) will be greater than zerodate, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment the Series 2017-2 Final Distribution Date, the Administrator shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver make a demand notice substantially in the form of Exhibit G-1 (each a “Demand Notice”) substantially in the form attached hereto as Exhibit I on Hertz the Demand Note Issuers for payment under the Series 20092017-1 2 Demand Note Notes in an amount equal to the lesser of (ix) such insufficiency and (y) the Principal Deficit Amount less the amount to be deposited in the Series 2009-1 Distribution Account in accordance with clauses (i) and/or (ii) of this Section 3.5(b) of this Series Supplement and (ii) the principal amount sum of the Series 2009-1 Demand NoteClass A/B/C Letter of Credit Amount and the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, Series 2017-2 Final Distribution Date deliver such Demand Notice to Hertzthe Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition theretothereof, without the lapse of a period of 60 sixty (60) consecutive days) with respect to Hertz a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand Notice to Hertzsuch Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 20092017-1 2 Demand Note Notes to be deposited into the Series 20092017-1 2 Distribution Account, and such proceeds shall be treated as Principal Collections.