Common use of Amortization Events Clause in Contracts

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 2022-5 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-5 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 2022-5 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-5 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-5 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-5 Noteholders and continues to materially and adversely affect the interests of the Series 2022-5 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 Controlling Class; or (m) any representation made by HVF III in any Series 2022-5 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-5 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-5 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-5 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-5 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-5 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222018-5 1 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III II defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222018-5 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Group I Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) a Group I Leasing Company Amortization Event occurs with respect to each Group I Leasing Company Note and continues for a period of five (5) consecutive Business Days; (f) on any Business Day, the Aggregate Group I Series Adjusted Principal Amount exceeds the Aggregate Group I Leasing Company Note Principal Amount and such excess continues to exist for ten (10) consecutive Business Days; (g) the Group I Collection Account, any Collateral Account in which Group I Collections are on deposit as of such date or any Series 20222018-5 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2018-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222018-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222018-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (Amount, excluding therefrom the Class A/B/C/D Available Reserve Account Amount) , would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (gi) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222018-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222018-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (hj) other than as a result of a Series 20222018-5 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222018-5 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III II or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (ik) there shall have been filed against HVF III II a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222018-5 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III II and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (jl) any Group I Administrator Default shall have occurred; (km) any of the Series 20222018-5 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222018-5 1 Related Documents) or Hertz, any Group I Leasing Company, any Group I Lessee or HVF III II shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF IIIII, any Group I Leasing Company, any Group I Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222018-5 1 Related Documents; (ln) any of HVF III II or the HVF II General Partner fails to comply with any of its other agreements or covenants in any Series 20222018-5 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222018-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222018-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II GP Corp. obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222018-5 Controlling Class1 Noteholders; or (mo) any representation made by HVF III II or the HVF II General Partner in any Series 20222018-5 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222018-5 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222018-5 Controlling Class1 Noteholders. Then, in the case of: (i) any event described in Sections 7.1(a7.1 (a) through (d) (Amortization Eventsf), an “Amortization Event” with respect to the Series 20222018-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222018-5 1 Noteholder, and (ii) any event described in Sections 7.1(e7.1(g) through (m) (Amortization Eventso), so long as such event is continuing, either the Trustee may, by written notice to HVF IIIII, or the Majority Series 2022-5 Required Controlling Class Series 2018-1 Noteholders may, by written notice to HVF III II and the Trustee, declare that an “Amortization Event” with respect to the Series 20222018-5 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222018-5 1 Notes described in Sections 7.1(c) through (m) (Amortization Eventso) above may be waived with the written consent of the Majority Required Controlling Class Series 20222018-5 Controlling Class1 Noteholders. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222018-5 1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2018-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2018-1 Related Documents.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222023-5 2 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222023-5 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222023-5 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2023-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222023-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222023-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222023-5 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222023-5 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222023-5 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222023-5 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222023-5 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222023-5 2 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222023-5 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222023-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222023-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-5 2 Controlling Class; or (m) any representation made by HVF III in any Series 20222023-5 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222023-5 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-5 2 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222023-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222023-5 2 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222023-5 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222023-5 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222023-5 2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222023-5 2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222023-5 2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2023-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2023-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222016-5 1 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III II defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222016-5 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Group I Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) a Group I Leasing Company Amortization Event occurs with respect to each Group I Leasing Company Note and continues for a period of five (5) consecutive Business Days; (f) on any Business Day, the Aggregate Group I Series Adjusted Principal Amount exceeds the Aggregate Group I Leasing Company Note Principal Amount and such excess continues to exist for ten (10) consecutive Business Days; (g) the Group I Collection Account, any Collateral Account in which Group I Collections are on deposit as of such date or any Series 20222016-5 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222016-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (Amount, excluding therefrom the Class A/B/C/D Available Reserve Account Amount) , would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (gi) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222016-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (hj) other than as a result of a Series 20222016-5 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222016-5 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III II or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (ik) there shall have been filed against HVF III II a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222016-5 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III II and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (jl) any Group I Administrator Default shall have occurred; (km) any of the Series 20222016-5 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222016-5 1 Related Documents) or Hertz, any Group I Leasing Company, any Group I Lessee or HVF III II shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF IIIII, any Group I Leasing Company, any Group I Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222016-5 1 Related Documents; (ln) any of HVF III II or the HVF II General Partner fails to comply with any of its other agreements or covenants in any Series 20222016-5 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222016-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222016-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II GP Corp. obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-5 Controlling Class1 Noteholders; or (mo) any representation made by HVF III II or the HVF II General Partner in any Series 20222016-5 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222016-5 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-5 Controlling Class1 Noteholders. Then, in the case of: (i) any event described in Sections 7.1(a7.1 (a) through (d) (Amortization Eventsf), an “Amortization Event” with respect to the Series 20222016-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222016-5 1 Noteholder, and (ii) any event described in Sections 7.1(e7.1(g) through (m) (Amortization Eventso), so long as such event is continuing, either the Trustee may, by written notice to HVF IIIII, or the Majority Series 2022-5 Required Controlling Class Series 2016-1 Noteholders may, by written notice to HVF III II and the Trustee, declare that an “Amortization Event” with respect to the Series 20222016-5 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222016-5 1 Notes described in Sections 7.1(c) through (m) (Amortization Eventso) above may be waived with the written consent of the Majority Required Controlling Class Series 20222016-5 Controlling Class1 Noteholders. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222016-5 1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2016-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2016-1 Related Documents.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 2022-5 1 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-5 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2022-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 1 Permitted Liens) or (ii) other than as a result of a Series 2022-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 1 Permitted Liens) or (ii) other than as a result of a Series 2022-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 2022-5 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-5 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 1 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-5 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 2022-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 1 Controlling Class; or (m) any representation made by HVF III in any Series 2022-5 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-5 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 1 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-5 1 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-5 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-5 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222021-5 2 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222021-5 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222021-5 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222021-5 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222021-5 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222021-5 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222021-5 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222021-5 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222021-5 2 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222021-5 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222021-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222021-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-5 2 Controlling Class; or (m) any representation made by HVF III in any Series 20222021-5 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222021-5 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-5 2 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222021-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222021-5 2 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222021-5 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222021-5 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222021-5 2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222021-5 2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222021-5 2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2021-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occurbe Amortization Events with respect to the Series 2011-1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2011-1 Notes: (a) all principal of and interest on the Series 2022-5 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222011-5 1 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) consecutive Business Days; (b) HVF defaults in the payment of any principal of any Class of the Series 2011-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Class A/B/C/D Liquid B Enhancement Deficiency exists shall exist and continues continue to exist for at least five three (53) consecutive Business Days; (d) any Aggregate Asset Amount a Class A/B Liquidity Deficiency exists shall exist and continues continue to exist for a period of five at least three (53) consecutive Business Days; (ei) all principal of and interest on the Three-Year Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date or (ii) all principal of and interest on the Five-Year Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date; (f) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 Account (other Class A/B Asset Amount shall be less than the Class A/B/C/D Reserve Account and B Required Asset Amount for at least three (3) Business Days; (g) the Class A/BB Reserve Account, the Class A/C/D L/C B Cash Collateral Account) , the Series 2011-1 Excess Collection Account, or any HVF Exchange Account shall be subject to any an injunction, estoppel or other stay or a Lien (other than any Lien described in clause a Permitted Lien) for a period of at least three (iii3) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) Business Days and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the either a Class A/BB Enhancement Deficiency or a Class A/C/D Reserve Account B Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in ) for at least three (3) Business Days from the Class A/B/C/D Reserve Account Collateral (B Adjusted Enhancement Amount or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D B Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Liquidity Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period case to the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom extent otherwise included in the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amountcalculation thereof; (h) other than as a result of a Series 2022-5 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first first-priority security interest in the Series 20222011-5 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account 1 Collateral or any Class A/B/C/D Letter of Credit) or the Lessee, HVF III or any Affiliate thereof of either so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more Segregated Series of Notes) in any the Series 20222011-5 Related Document 1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 20222011-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222011-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222011-5 Controlling Class1 Notes; or (mj) any representation (other than any representation relating solely to one or more Segregated Series of Notes) made by HVF III in the Indenture or any Series 2022-5 other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) is false and such false representation materially and adversely affects the interests of the Series 20222011-5 1 Noteholders and the event or condition that caused such false representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222011-5 Controlling Class1 Notes. Then, in In the case of: (i) any event described in Sections 7.1(aclauses (a) through (dh) (Amortization Events)above, an “Amortization Event” Event with respect to the Series 20222011-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222011-5 Noteholder, and1 Noteholder or (ii) any event described in Sections 7.1(eclauses (i) through and (mj) (Amortization Events)above, so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Required Noteholders with respect to the Series 20222011-5 Controlling Class 1 Notes may, by written notice to HVF III and the Trustee, Trustee declare that an “Amortization Event” Event with respect to the Series 20222011-5 1 Notes has occurred as of the date of the notice. An Amortization EventSubject to Section 12.2 of the Base Indenture, as well as (A) the Class A/B Noteholders owning an aggregate Principal Amount of Class A Notes and Class B Notes in excess of 66-2/3% of the Class A/B Principal Amount, by notice to the Trustee, may waive any existing Potential Amortization Event related thereto, or Amortization Event with respect to the Series 20222011-5 1 Notes described in Sections 7.1(cclauses (a) through (mh) above, and (Amortization EventsB) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, Required Noteholders with respect to the Series 20222011-5 1 Notes, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2011-1 Notes described in Sections 7.1(aclauses (i) and (bj) (above. Upon any such waiver, such Potential Amortization Events) above may Event shall cease to exist with respect to the Series 2011-1 Notes, and any Amortization Event with respect to the Series 2011-1 Notes arising therefrom shall be waived with the written consent deemed to have been cured for every purpose of the Class A Noteholders holding more than 50% of the Class A Principal AmountIndenture, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of but no such waiver shall extend to any subsequent or other Potential Amortization Event or Potential impair any right consequent thereon. The Trustee shall provide notice to each Rating Agency then-rating the Series 2011-1 Notes of any waiver pursuant to this provision. Notwithstanding anything herein to the contrary, an Amortization EventEvent with respect to the Series 2011-1 Notes described in clause (h) above shall be curable at any time.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222021-5 1 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222021-5 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222021-5 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222021-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222021-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222021-5 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222021-5 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222021-5 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222021-5 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222021-5 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222021-5 1 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222021-5 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222021-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222021-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-5 1 Controlling Class; or (m) any representation made by HVF III in any Series 20222021-5 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222021-5 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-5 1 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222021-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222021-5 1 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222021-5 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222021-5 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222021-5 1 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222021-5 1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222021-5 1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2021-1 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222025-5 2 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-5 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-5 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222025-5 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-5 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-5 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222025-5 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-5 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-5 2 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-5 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 2 Controlling Class; or (m) any representation made by HVF III in any Series 20222025-5 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-5 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 2 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222025-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-5 2 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-5 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-5 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222025-5 2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222023-5 4 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222023-5 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222023-5 4 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2023-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇4 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-5 4 Permitted Liens) or (ii) other than as a result of a Series 20222023-5 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-5 4 Permitted Liens) or (ii) other than as a result of a Series 20222023-5 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222023-5 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222023-5 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222023-5 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222023-5 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222023-5 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222023-5 4 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222023-5 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222023-5 4 Noteholders and continues to materially and adversely affect the interests of the Series 20222023-5 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-5 4 Controlling Class; or (m) any representation made by HVF III in any Series 20222023-5 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222023-5 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-5 4 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222023-5 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222023-5 4 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222023-5 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222023-5 4 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222023-5 4 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222023-5 4 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222023-5 4 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2023-4 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2023-4 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occurbe Amortization Events with respect to the Series 2013-1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2013-1 Notes: (a) all principal of and interest on the Series 2022-5 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222013-5 1 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) consecutive Business Days; (b) HVF defaults in the payment of any principal of any Class of the Series 2013-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Class A/B/C/D Liquid B Enhancement Deficiency exists shall exist and continues continue to exist for at least five three (53) consecutive Business Days; (d) any Aggregate Asset Amount a Class A/B Liquidity Deficiency exists shall exist and continues continue to exist for a period of five at least three (53) consecutive Business Days; (ei) all principal of and interest on the Three-Year Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date or (ii) all principal of and interest on the Five-Year Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date; (f) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 Account (other Class A/B Asset Amount shall be less than the Class A/B/C/D Reserve Account and B Required Asset Amount for at least three (3) Business Days; (g) the Class A/BB Reserve Account, the Class A/C/D L/C B Cash Collateral Account) , the Series 2013-1 Excess Collection Account, or any HVF Exchange Account shall be subject to any an injunction, estoppel or other stay or a Lien (other than any Lien described in clause a Permitted Lien) for a period of at least three (iii3) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) Business Days and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the either a Class A/BB Enhancement Deficiency or a Class A/C/D Reserve Account B Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in ) for at least three (3) Business Days from the Class A/B/C/D Reserve Account Collateral (B Adjusted Enhancement Amount or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D B Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Liquidity Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period case to the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom extent otherwise included in the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amountcalculation thereof; (h) other than as a result of a Series 2022-5 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first first-priority security interest in the Series 20222013-5 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account 1 Collateral or any Class A/B/C/D Letter of Credit) or the Lessee, HVF III or any Affiliate thereof of either so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more Segregated Series of Notes) in any the Series 20222013-5 Related Document 1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 20222013-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222013-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222013-5 Controlling Class1 Notes; or (mj) any representation (other than any representation relating solely to one or more Segregated Series of Notes) made by HVF III in the Indenture or any Series 2022-5 other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) is false and such false representation materially and adversely affects the interests of the Series 20222013-5 1 Noteholders and the event or condition that caused such false representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222013-5 Controlling Class1 Notes. Then, in In the case of: (i) any event described in Sections 7.1(aclauses (a) through (dh) (Amortization Events)above, an “Amortization Event” Event with respect to the Series 20222013-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222013-5 Noteholder, and1 Noteholder or (ii) any event described in Sections 7.1(eclauses (i) through and (mj) (Amortization Events)above, so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Required Noteholders with respect to the Series 20222013-5 Controlling Class 1 Notes may, by written notice to HVF III and the Trustee, Trustee declare that an “Amortization Event” Event with respect to the Series 20222013-5 1 Notes has occurred as of the date of the notice. An Amortization EventSubject to Section 12.2 of the Base Indenture, as well as (A) the Class A/B Noteholders owning an aggregate Principal Amount of Class A Notes and Class B Notes in excess of 66-2/3% of the Class A/B Principal Amount, by notice to the Trustee, may waive any existing Potential Amortization Event related thereto, or Amortization Event with respect to the Series 20222013-5 1 Notes described in Sections 7.1(cclauses (a) through (mh) above, and (Amortization EventsB) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, Required Noteholders with respect to the Series 20222013-5 1 Notes, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2013-1 Notes described in Sections 7.1(aclauses (i) and (bj) (above. Upon any such waiver, such Potential Amortization Events) above may Event shall cease to exist with respect to the Series 2013-1 Notes, and any Amortization Event with respect to the Series 2013-1 Notes arising therefrom shall be waived with the written consent deemed to have been cured for every purpose of the Class A Noteholders holding more than 50% of the Class A Principal AmountIndenture, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of but no such waiver shall extend to any subsequent or other Potential Amortization Event or Potential impair any right consequent thereon. The Trustee shall provide notice to each Rating Agency then-rating the Series 2013-1 Notes of any waiver pursuant to this provision. Notwithstanding anything herein to the contrary, an Amortization EventEvent with respect to the Series 2013-1 Notes described in clause (h) above shall be curable at any time.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 2022-5 1 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-5 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 1 Permitted Liens) or (ii) other than as a result of a Series 2022-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 1 Permitted Liens) or (ii) other than as a result of a Series 2022-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 2022-5 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-5 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 1 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-5 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 2022-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 1 Controlling Class; or (m) any representation made by HVF III in any Series 2022-5 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-5 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 1 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-5 1 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-5 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-5 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occurbe Amortization Events with respect to the Series 2009-2 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-2 Notes: (a) all principal of and interest on the Series 2022-5 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222009-5 2 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) consecutive Business Days; (b) HVF defaults in the payment of any principal of the Series 2009-2 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists shall exist and continues continue to exist for at least five three (53) consecutive Business Days; (d) any Aggregate Asset Amount a Class Liquidity Deficiency exists shall exist and continues continue to exist for a period of five at least three (53) consecutive Business Days; (ei) all principal of and interest on the Three-Year Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date or (ii) all principal of and interest on the Five-Year Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date; (f) the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days or the Class B Asset Amount shall be less than the Series 2009-2 Required Asset Amount for at least three (3) Business Days; (g) the Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve Account, a Class B Cash Collateral Account, the Series 2009-2 Excess Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 HVF Exchange Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Class Enhancement Deficiency or a Class Liquidity Deficiency would result from excluding the amount on deposit in any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account account that is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien) for at least three (3) Business Days from the Class A Adjusted Enhancement Amount, the Trustee fails to have a valid and perfected first priority security interest in Class B Adjusted Enhancement Amount, the Class A/B/C/D Reserve Account Collateral (A Adjusted Liquidity Amount or HVF III or any Affiliate thereof so asserts in writing)the Class B Adjusted Liquidity Amount, in each case, for a period of thirty (30) days and during such period case to the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest extent otherwise included in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amountcalculation thereof; (h) other than as a result of a Series 2022-5 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first first-priority security interest in the Series 20222009-5 Collateral (other than the Class A/B/C/D Reserve Account 2 Collateral, the Class A/B/C/D L/C B Letter of Credit, the Class B Reserve Account Collateral or the Class B Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or the Lessee, HVF III or any Affiliate thereof of either so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III the occurrence of a notice Servicer Event of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or dischargedDefault; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any in, or provisions of, the Series 20222009-5 Related Document 2 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 20222009-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222009-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222009-5 Controlling Class2 Notes; or (mk) any representation made by HVF III in the Indenture or any Series 2022-5 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222009-5 2 Noteholders and the event or condition that caused such false representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222009-5 Controlling Class2 Notes. Then, in In the case of: (i) any event described in Sections 7.1(aclauses (a) through (dh) (Amortization Events)above, an “Amortization Event” Event with respect to the Series 20222009-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222009-5 Noteholder, and2 Noteholder or (ii) any event described in Sections 7.1(eclauses (i) through (mk) (Amortization Events), so long as such event is continuingabove, either the Trustee may, by written notice to HVF III, or the Majority Required Noteholders with respect to the Series 20222009-5 Controlling Class 2 Notes may, by written notice to HVF III and the Trustee, Trustee declare that an “Amortization Event” Event with respect to the Series 20222009-5 2 Notes has occurred as of the date of the notice. An Amortization EventSubject to Section 12.2 of the Base Indenture, as well (A) (x) so long as any Potential Amortization Event related theretoClass A Notes are Outstanding, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50owning an aggregate Principal Amount of Class A Notes in excess of 66-2/3% of the Class A Principal Amount, and (y) once the Class A Notes are no longer Outstanding, the Class B Noteholders holding more than 50owning an aggregate Principal Amount of Class B Notes in excess of 66-2/3% of the Class B Principal Amount, by notice to the Class C Noteholders holding more than 50% of the Class C Principal AmountTrustee, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2009-2 Notes described in clauses (a) through (h) above, and (B) the Required Noteholders with respect to the Series 2009-2 Notes, by notice to the Trustee, may waive any existing Potential Amortization EventEvent or Amortization Event with respect to the Series 2009-2 Notes described in clauses (i) through (k) above. Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to the Series 2009-2 Notes, and any Amortization Event with respect to the Series 2009-2 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon. The Trustee shall provide notice to each Rating Agency then-rating the Series 2009-2 Notes of any waiver by the Series 2009-2 Notes pursuant to this provision. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-2 Notes described in clause (h) above shall be curable at any time.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 2022-5 3 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-5 3 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 3 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 3 Permitted Liens) or (ii) other than as a result of a Series 2022-5 3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 3 Permitted Liens) or (ii) other than as a result of a Series 2022-5 3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 2022-5 3 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-5 3 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 3 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 3 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 3 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 3 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-5 3 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-5 3 Noteholders and continues to materially and adversely affect the interests of the Series 2022-5 3 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 3 Controlling Class; or (m) any representation made by HVF III in any Series 2022-5 3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-5 3 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 3 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-5 3 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-5 3 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-5 3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-5 3 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222024-5 1 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222024-5 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222024-5 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2024-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222024-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222024-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222024-5 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222024-5 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222024-5 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222024-5 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222024-5 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222024-5 1 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222024-5 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222024-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222024-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-5 1 Controlling Class; or (m) any representation made by HVF III in any Series 20222024-5 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222024-5 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-5 1 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222024-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222024-5 1 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222024-5 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222024-5 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222024-5 1 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222024-5 1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222024-5 1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2024-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2024-1 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222024-5 2 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222024-5 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222024-5 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2024-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222024-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222024-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222024-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222024-5 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222024-5 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222024-5 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222024-5 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222024-5 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222024-5 2 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222024-5 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222024-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222024-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-5 2 Controlling Class; or (m) any representation made by HVF III in any Series 20222024-5 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222024-5 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222024-5 2 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222024-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222024-5 2 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222024-5 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222024-5 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222024-5 2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222024-5 2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222024-5 2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2024-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2024-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 2022-5 4 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 2022-5 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 4 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 4 Permitted Liens) or (ii) other than as a result of a Series 2022-5 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 4 Permitted Liens) or (ii) other than as a result of a Series 2022-5 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 2022-5 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2022-5 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 4 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 2022-5 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 2022-5 4 Noteholders and continues to materially and adversely affect the interests of the Series 2022-5 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 4 Controlling Class; or (m) any representation made by HVF III in any Series 2022-5 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 2022-5 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 2022-5 4 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 2022-5 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2022-5 4 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 2022-5 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 2022-5 4 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 2022-5 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222025-5 3 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-5 3 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-5 3 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇3 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 3 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 3 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222025-5 3 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-5 3 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-5 3 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred;; 27 (k) any of the Series 20222025-5 3 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-5 3 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-5 3 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-5 3 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-5 3 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-5 3 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 3 Controlling Class; or (m) any representation made by HVF III in any Series 20222025-5 3 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-5 3 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 3 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events)) or described in Section 9.1(e) (Amortization Events) of the Base Indenture, an “Amortization Event” with respect to the Series 20222025-5 3 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-5 3 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events) or described in Sections 9.1(f), 9.1(g), 9.1(k) or 9.1(l) (Amortization Events) of the Base Indenture, so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-5 3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-5 3 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 3 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222025-5 3 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 3 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-3 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-3 Related Documents. 28 The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222023-5 3 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222023-5 3 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222023-5 3 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2023-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇3 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-5 3 Permitted Liens) or (ii) other than as a result of a Series 20222023-5 3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222023-5 3 Permitted Liens) or (ii) other than as a result of a Series 20222023-5 3 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222023-5 3 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222023-5 3 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222023-5 3 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222023-5 3 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222023-5 3 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222023-5 3 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222023-5 3 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222023-5 3 Noteholders and continues to materially and adversely affect the interests of the Series 20222023-5 3 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-5 3 Controlling Class; or (m) any representation made by HVF III in any Series 20222023-5 3 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222023-5 3 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222023-5 3 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222023-5 3 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222023-5 3 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222023-5 3 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222023-5 3 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222023-5 3 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222023-5 3 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222023-5 3 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2023-3 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2023-3 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222025-5 1 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-5 1 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-5 1 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇1 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 1 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 1 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222025-5 1 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-5 1 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-5 1 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222025-5 1 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-5 1 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-5 1 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-5 1 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-5 1 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-5 1 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 1 Controlling Class; or (m) any representation made by HVF III in any Series 20222025-5 1 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-5 1 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 1 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222025-5 1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-5 1 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-5 1 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-5 1 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 1 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222025-5 1 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 1 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-1 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-1 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occurbe Amortization Events with respect to the Series 2009-2 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-2 Notes: (a) all principal of and interest on the Series 2022-5 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222009-5 2 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) consecutive Business Days; (b) HVF defaults in the payment of any principal of the Series 2009-2 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Class A/B/C/D Liquid A Enhancement Deficiency exists shall exist and continues continue to exist for at least five three (53) consecutive Business Days; (d) any Aggregate Asset Amount a Class A Liquidity Deficiency exists shall exist and continues continue to exist for a period of five at least three (53) consecutive Business Days; (ei) all principal of and interest on the Class A-1 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date or (ii) all principal of and interest on the Class A-2 Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date; (f) the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days; (g) the Class A Reserve Account, a Class A Cash Collateral Account, the Series 2009-2 Excess Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 2022-5 HVF Exchange Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Class A Enhancement Deficiency or a Class A Liquidity Deficiency would result from excluding the amount on deposit in any Lien described in clause (iii) of the definition of Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account account that is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in ) for at least three (3) Business Days from the Class A/B/C/D Reserve Account Collateral (A Adjusted Enhancement Amount or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D A Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2022-5 Permitted Liens) or (ii) other than as a result of a Series 2022-5 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Liquidity Amount, excluding therefrom to the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amountextent applicable; (h) other than as a result of a Series 2022-5 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first first-priority security interest in the Series 20222009-5 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account 2 Collateral or any Class A/B/C/D Letter of Credit) or the Lessee, HVF III or any Affiliate thereof of either so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III the occurrence of a notice Servicer Event of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 2022-5 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or dischargedDefault; (j) any Administrator Default shall have occurred; (k) any of the Series 2022-5 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 2022-5 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2022-5 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any in, or provisions of, the Series 20222009-5 Related Document 2 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 20222009-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222009-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222009-5 Controlling Class2 Notes; or (mk) any representation made by HVF III in the Indenture or any Series 2022-5 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222009-5 2 Noteholders and the event or condition that caused such false representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Required Noteholders with respect to the Series 20222009-5 Controlling Class2 Notes. Then, in In the case of: (i) any event described in Sections 7.1(aclauses (a) through (dh) (Amortization Events)above, an “Amortization Event” Event with respect to the Series 20222009-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222009-5 Noteholder, and2 Noteholder or (ii) any event described in Sections 7.1(eclauses (i) through (mk) (Amortization Events), so long as such event is continuingabove, either the Trustee may, by written notice to HVF III, or the Majority Required Noteholders with respect to the Series 20222009-5 Controlling Class 2 Notes may, by written notice to HVF III and the Trustee, Trustee declare that an “Amortization Event” Event with respect to the Series 20222009-5 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect Subject to the Series 2022-5 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent Section 12.2 of the Majority Series 2022-5 Controlling Class. An Amortization EventBase Indenture, as well as any Potential Amortization Event related thereto, with respect to the Series 2022-5 Notes described in Sections 7.1(a(A) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50owning an aggregate Principal Amount of Class A Notes in excess of 66-2/3% of the Class A Principal Amount, by notice to the Class B Noteholders holding more than 50% of the Class B Principal AmountTrustee, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2009-2 Notes described in clauses (a) through (h) above and (B) the Required Noteholders with respect to the Series 2009-2 Notes, by notice to the Trustee, may waive any existing Potential Amortization EventEvent or Amortization Event with respect to the Series 2009-2 Notes described in clauses (i) through (k) above. Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to the Series 2009-2 Notes, and any Amortization Event with respect to the Series 2009-2 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon. The Trustee shall provide notice to each Rating Agency then-rating the Series 2009-2 Notes of any waiver by the Series 2009-2 Notes pursuant to this provision. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-2 Notes described in clause (h) above shall be curable at any time.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222021-5 2 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222021-5 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222021-5 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2021-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇2 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222021-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222021-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222021-5 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222021-5 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222021-5 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred; (k) any of the Series 20222021-5 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222021-5 2 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222021-5 2 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222021-5 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222021-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222021-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-5 2 Controlling Class; or (m) any representation made by HVF III in any Series 20222021-5 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222021-5 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222021-5 2 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events), an “Amortization Event” with respect to the Series 20222021-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222021-5 2 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events), so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222021-5 2 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222021-5 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222021-5 2 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222021-5 2 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222021-5 2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2021-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2021-2 Related Documents. The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222025-5 4 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222025-5 4 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) the Collection Account, any Collateral Account in which Collections are on deposit as of such date or any Series 20222025-5 4 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇2025-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇4 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 4 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (excluding the Class A/B/C/D Available Reserve Account Amount) would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (g) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222025-5 4 Permitted Liens) or (ii) other than as a result of a Series 20222025-5 4 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (h) other than as a result of a Series 20222025-5 4 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222025-5 4 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (i) there shall have been filed against HVF III a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222025-5 4 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (j) any Administrator Default shall have occurred;; 27 (k) any of the Series 20222025-5 4 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222025-5 4 Related Documents) or Hertz, any Lessee or HVF III shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF III, any Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222025-5 4 Related Documents; (l) HVF III fails to comply with any of its other agreements or covenants in any Series 20222025-5 4 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222025-5 4 Noteholders and continues to materially and adversely affect the interests of the Series 20222025-5 4 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 4 Controlling Class; or (m) any representation made by HVF III in any Series 20222025-5 4 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222025-5 4 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III by the Trustee or to HVF III and the Trustee by the Majority Series 20222025-5 4 Controlling Class. Then, in the case of: (i) any event described in Sections 7.1(a) through (d) (Amortization Events)) or described in Section 9.1(e) (Amortization Events) of the Base Indenture, an “Amortization Event” with respect to the Series 20222025-5 4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222025-5 4 Noteholder, and (ii) any event described in Sections 7.1(e) through (m) (Amortization Events) or described in Sections 9.1(f), 9.1(g), 9.1(k) or 9.1(l) (Amortization Events) of the Base Indenture, so long as such event is continuing, either the Trustee may, by written notice to HVF III, or the Majority Series 20222025-5 4 Controlling Class may, by written notice to HVF III and the Trustee, declare that an “Amortization Event” with respect to the Series 20222025-5 4 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 4 Notes described in Sections 7.1(c) through (m) (Amortization Events) above may be waived with the written consent of the Majority Series 20222025-5 4 Controlling Class. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222025-5 4 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2025-4 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2025-4 Related Documents. 28 The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization Events set forth in the Base Indenture applicable to all Series of Notes.

Amortization Events. If any one of the following events shall occur: (a) all principal of and interest on the Series 20222016-5 2 Notes is not paid in full on or prior to the Expected Final Payment Date; (b) HVF III II defaults in the payment of any interest on, or other amount (for the avoidance of doubt, other than principal) payable in respect of, the Series 20222016-5 2 Notes when due and payable and such default continues for a period of five (5) consecutive Business Days; (c) a Class A/B/C/D Liquid Enhancement Deficiency exists and continues to exist for at least five (5) consecutive Business Days; (d) any Group I Aggregate Asset Amount Deficiency exists and continues to exist for a period of five (5) consecutive Business Days; (e) a Group I Leasing Company Amortization Event occurs with respect to each Group I Leasing Company Note and continues for a period of five (5) consecutive Business Days; (f) on any Business Day, the Aggregate Group I Series Adjusted Principal Amount exceeds the Aggregate Group I Leasing Company Note Principal Amount and such excess continues to exist for ten (10) consecutive Business Days; (g) the Group I Collection Account, any Collateral Account in which Group I Collections are on deposit as of such date or any Series 20222016-5 2 Account (other than the Class A/B/C/D Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) shall be subject to any injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 2▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) and thirty (30) consecutive days elapse without such Lien having been released or discharged; (f) (i) the Class A/B/C/D Reserve Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222016-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D Reserve Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount (Amount, excluding therefrom the Class A/B/C/D Available Reserve Account Amount) , would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (gi) after the funding of the Class A/B/C/D L/C Cash Collateral Account, (i) the Class A/B/C/D L/C Cash Collateral Account is subject to an injunction, estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series 20222016-5 2 Permitted Liens) or (ii) other than as a result of a Series 20222016-5 2 Permitted Lien, the Trustee fails to have a valid and perfected first priority security interest in the Class A/B/C/D L/C Cash Collateral Account Collateral (or HVF III II or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) days and during such period the Class A/B/C/D Adjusted Liquid Enhancement Amount, excluding therefrom the Class A/B/C/D Available L/C Cash Collateral Account Amount, would be less than the Class A/B/C/D Required Liquid Enhancement Amount; (hj) other than as a result of a Series 20222016-5 2 Permitted Lien, the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 20222016-5 2 Collateral (other than the Class A/B/C/D Reserve Account Collateral, the Class A/B/C/D L/C Cash Collateral Account Collateral or any Class A/B/C/D Letter of Credit) or HVF III II or any Affiliate thereof so asserts in writing, and in any such case such cessation shall continue for thirty (30) consecutive days or such assertion shall not have been rescinded within thirty (30) consecutive days; (ik) there shall have been filed against HVF III II a notice of (i) a U.S. federal tax lien from the Internal Revenue Service, (ii) a Lien from the Pension Benefit Guaranty Corporation under the Code or Section 303(k) of ERISA for failure to make a required installment or other payment to a plan to which such section applies, or (iii) any other Lien (other than a Series 20222016-5 2 Permitted Lien) that could reasonably be expected to attach to the assets of HVF III II and, in each case, thirty (30) consecutive days elapse without such notice having been effectively withdrawn or such Lien been released or discharged; (jl) any Group I Administrator Default shall have occurred; (km) any of the Series 20222016-5 2 Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Series 20222016-5 2 Related Documents) or Hertz, any Group I Leasing Company, any Group I Lessee or HVF III II shall so assert any of the foregoing in writing and such written assertion shall not have been rescinded within ten (10) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to HVF IIIII, any Group I Leasing Company, any Group I Lessee, or Hertz in any capacity) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 20222016-5 2 Related Documents; (ln) any of HVF III II or the HVF II General Partner fails to comply with any of its other agreements or covenants in any Series 20222016-5 2 Related Document and the failure to so comply materially and adversely affects the interests of the Series 20222016-5 2 Noteholders and continues to materially and adversely affect the interests of the Series 20222016-5 2 Noteholders for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II GP Corp. obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-5 Controlling Class2 Noteholders; or (mo) any representation made by HVF III II or the HVF II General Partner in any Series 20222016-5 2 Related Document is false and such false representation materially and adversely affects the interests of the Series 20222016-5 2 Noteholders and the event or condition that caused such representation to be false is not cured for a period of thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of HVF III II obtains actual knowledge thereof or (ii) the date that written notice thereof is given to HVF III II by the Trustee or to HVF III II and the Trustee by the Majority Required Controlling Class Series 20222016-5 Controlling Class2 Noteholders. Then, in the case of: (i) any event described in Sections 7.1(a7.1 (a) through (d) (Amortization Eventsf), an “Amortization Event” with respect to the Series 20222016-5 2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 20222016-5 2 Noteholder, and (ii) any event described in Sections 7.1(e7.1(g) through (m) (Amortization Eventso), so long as such event is continuing, either the Trustee may, by written notice to HVF IIIII, or the Majority Series 2022-5 Required Controlling Class Series 2016-2 Noteholders may, by written notice to HVF III II and the Trustee, declare that an “Amortization Event” with respect to the Series 20222016-5 2 Notes has occurred as of the date of the notice. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222016-5 2 Notes described in Sections 7.1(c) through (m) (Amortization Eventso) above may be waived with the written consent of the Majority Required Controlling Class Series 20222016-5 Controlling Class2 Noteholders. An Amortization Event, as well as any Potential Amortization Event related thereto, with respect to the Series 20222016-5 2 Notes described in Sections 7.1(a) and (b) (Amortization Events) above may be waived with the written consent of the Class A Noteholders holding more than 50% of the Class A Principal Amount, the Class B Noteholders holding more than 50% of the Class B Principal Amount, the Class C Noteholders holding more than 50% of the Class C Principal Amount, the Class D Noteholders holding more than 50% of the Class D Principal Amount and the Class E Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such Amortization Event or Potential Amortization Event. For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the Series 2016-2 Notes, if the event or condition giving rise (directly or indirectly) to such Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2016-2 Related Documents.