Hertz Vehicle Financing II, 9.30.2015 PDF

HERTZ VEHICLE FINANCING II LP
Issuer
$371,156,000
The Hertz Corporation,

Servicer and Administrator
$265,265,000 Series 2015-3 2.67% Rental Car Asset Backed Notes, Class A
$64,692,000 Series 2015-3 3.71% Rental Car Asset Backed Notes, Class B
$20,043,000 Series 2015-3 4.44% Rental Car Asset Backed Notes, Class C
$21,156,000 Series 2015-3 5.33% Rental Car Asset Backed Notes, Class D
Class of Offered Series 2015-3 Notes Interest Rate Offering Price
Class A Notes 2.67% per annum 99.97201%
Class B Notes 3.71% per annum 99.99027%
Class C Notes 4.44% per annum 99.95768%
Class D Notes 5.33% per annum 99.99400%
The Series 2015-3 2.67% Asset Backed Notes, Class A, the Series 2015-3 3.71% Asset Backed Notes, Class B, the Series 2015-3
4.44% Asset Backed Notes, Class C and the Series 2015-3 5.33% Asset Backed Notes, Class D (collectively, the “Offered Series
2015-3 Notes”, and together with the Series 2015-3 Asset Backed Notes, Class E, if issued, the “Series 2015-3 Notes”), will be
issued pursuant to an indenture between Hertz Vehicle Financing II LP (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as the trustee. The Offered Series 2015-3 Notes will have the benefit of credit enhancement as described herein.
The notes are solely the Issuer’s obligations, and not obligations of Hertz Vehicle Financing LLC, The Hertz Corporation or any
affiliate thereof. The first payment date for interest on the notes will be October 26, 2015.
Before you purchase any notes, be sure that you understand the structure and the risks. You should review carefully the
discussion of certain risks beginning on page 34.
The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or with
any securities regulatory authority of any state of the United States, and the Issuer is not registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). The notes have not been approved by the Securities
Exchange Commission (the “SEC”) or the securities regulatory authority of any state of the United States, nor have any of those
regulatory authorities passed upon or endorsed the merits of this offering or the adequacy of this offering circular. Any
representation to the contrary is unlawful. The notes are being offered and sold solely (i) to “qualified institutional buyers”, as
defined in Rule 144A under the Securities Act, in compliance with Rule 144A and (ii) except in the case of the Class D notes,
outside the United States to non-U.S. persons (as such term is defined in Regulation S of the Securities Act) in transactions in
compliance with Regulation S of the Securities Act. For certain restrictions on resales, see “Restrictions on Transfer”.
The Issuer has been structured so as not to constitute a “covered fund” for purposes of Section 619 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, otherwise known as the “Volcker Rule.”
The Class A Notes, the Class B Notes and the Class C Notes are offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Credit Agricole Securities (USA) Inc., Goldman, Sachs & Co. and Lloyds Securities Inc. (each, an “Initial Purchaser” and
collectively, the “Initial Purchasers”) when, as and if issued, delivered to and accepted by the Initial Purchasers and subject to
their right to reject orders in whole or in part. The Class D Notes will be retained by the Issuer or conveyed to an affiliate of the
Issuer. It is expected that the delivery of the notes, in book-entry form will be made through the facilities of The Depository Trust
Company on or about October 7, 2015, against payment in immediately available funds.
STRUCTURING AGENT, GLOBAL COORDINATOR & JOINT LEAD BOOKRUNNER

BOFA MERRILL LYNCH
JOINT LEAD BOOKRUNNERS
GOLDMAN, SACHS & CO. CREDIT AGRICOLE SECURITIES LLOYDS SECURITIES
The date of this offering circular is September 30, 2015
No person has been authorized to give any information other than that contained in this
offering circular or to make any representations other than those contained in this offering circular
and, if given or made, such information or representations must not be relied upon. The delivery of
this offering circular at any time does not imply that information in this offering circular is correct
as of any time subsequent to the date of this offering circular.
THIS OFFERING CIRCULAR CONTAINS SUMMARIES OF CERTAIN DOCUMENTS.

THE SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN
THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS, COPIES OF WHICH WILL
BE MADE AVAILABLE TO PROSPECTIVE INVESTORS UPON REQUEST.
The information contained herein supersedes any previous information delivered to the
investors and may be superseded by information delivered to investors prior to the time of contract
of sale.
The notes are being offered and sold only in places where offers and sales thereof are
permitted.
The distribution of this offering circular and the offering of the notes in certain
jurisdictions may be restricted by law. Persons that come into possession of this offering circular
are required by the Initial Purchasers to inform themselves about and to observe any such
restrictions. This offering circular does not constitute an offer to sell or the solicitation of an offer
to buy the notes to any person in any state or other jurisdiction in which such offer or solicitation is
unlawful. In particular, there are restrictions on the distribution of this offering circular and the
offer and sale of the notes in the United States and the United Kingdom.
__________________________
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION

FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING
BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
__________________________
This communication is directed only at persons (i) who (a) are outside the United Kingdom,
(b) are investment professionals within the meaning of Article 19 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 or (c) fall within Article 49(2)(a) to (d) (“high
net worth companies, unincorporated associations etc”) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or (ii) to whom this communication may otherwise lawfully
be communicated or be caused to be communicated (all such persons together being referred to as
ii
“relevant persons”). This communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant persons.
__________________________
The notes have not been recommended by any federal, state or other regulatory authority, nor has
any such authority determined that this offering circular is accurate or complete. Any representation to
the contrary is a criminal offense.
This offering circular is being provided on a confidential basis for informational use solely in
connection with a prospective investor’s consideration of the purchase of the notes. Its use for any other
purpose and distribution of this offering circular to any person other than those persons, if any, retained to
advise such prospective investor with respect thereto is not authorized. It may not be copied or
reproduced in whole or in part, nor may it be distributed or any of its contents disclosed to anyone other
than the prospective investors to whom it is being provided. Each prospective investor, by accepting
delivery of this offering circular, agrees to the foregoing and if the prospective investor does not purchase
the notes or the offering is terminated, upon request to return to the Issuer the offering circular and all
documents delivered herewith.
The information in this offering circular has been provided by the Issuer. No representation or
warranty, express or implied, is made by any Initial Purchaser as to the accuracy or completeness of such
information, and nothing contained in this offering circular is, or should be relied on as, a promise or
representation by any Initial Purchaser as to the past or the future performance of the collateral pledged to
secure the notes.
It is expected that prospective investors interested in purchasing the notes will conduct their own
independent investigation of the risks posed by an investment in the notes. Each recipient of this offering
circular acknowledges that (i) such person has been afforded an opportunity to request and to review, and
has received, all additional information considered necessary to verify the accuracy of or to supplement
the information herein and (ii) such person has not relied on any Initial Purchaser or any person affiliated
with any Initial Purchaser to investigate the accuracy of its investment decision. Inquiries concerning this
offering should be directed to: Merrill Lynch, Pierce, Fenner & Smith Incorporated, syndicate desk at
(646) 855-8995; Credit Agricole Securities (USA) Inc., syndicate desk at 212-261-3642; Goldman, Sachs
& Co., syndicate desk at 212-357-8910; and Lloyds Securities Inc., syndicate desk at 212-930-5000, as
applicable.
The notes are subject to restrictions on transferability and resale and may not be transferred or
resold except in accordance with the Series 2015-3 Indenture only (a) to the Issuer (upon redemption
thereof or otherwise), (b) to any person the transferor reasonably believes is a qualified institutional buyer
(as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (c) solely in the case
of the Class A/B/C Notes, outside the United States, to a person who is not a U.S. person (as such term is
defined in Regulation S) in a transaction in compliance with Regulation S, or (d) solely in the case of the
Class A/B/C Notes, in a transaction complying with or exempt from the registration requirements of the
Securities Act and in accordance with any applicable securities laws of any state of the United States or
any other jurisdiction. Each purchaser of the notes will be deemed to have made certain
acknowledgments, representations and agreements as set forth under “Restrictions on Transfer”. The
Class D Notes are subject to additional restrictions on transferability and resale, as also set forth under
“Restrictions on Transfer”.
iii
Any purchase of a note or any beneficial interest therein by, or transfer of a note or any beneficial
interest therein to, a person not meeting the criteria specified in the preceding paragraph at the time of
acquisition thereof may be void and of no effect, and the Issuer will have the right to require that such
person’s note or beneficial interest therein be sold to a person who satisfies the criteria specified in the
preceding paragraph.
Prospective investors are not to construe the contents of this offering circular or any prior or
subsequent communications from the Issuer or any Initial Purchaser or any of the Issuer’s or their
respective officers, employees or agents as investment, legal or tax advice. Prior to investing in the notes,
a prospective investor should consult with its attorney and its investment, accounting, regulatory and tax
advisors to determine the consequences of an investment in the notes and arrive at an independent
evaluation of such investment.
Neither the Issuer nor any Initial Purchaser make any representation as to the proper
characterization of the notes for legal, investment, accounting, regulatory or tax purposes, or as to the
ability of particular investors to purchase the notes under applicable legal investment restrictions. All
prospective investors whose investment authority is subject to legal restrictions should consult their legal
advisors to determine whether and to what extent the notes would constitute legal investments for them.
Each prospective investor must comply with all laws and regulations applicable to it in force in
any jurisdiction in which it purchases, offers or sells the notes or possesses or distributes this offering
circular and must obtain any consent, approval or permission required to be obtained by it for the
purchase, offer or sale by it of the notes under the laws and regulations applicable to it in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither the
Issuer nor any Initial Purchaser will have any responsibility therefor.
The Issuer has taken all reasonable care to ensure that the information contained in this offering
circular regarding the Issuer, HVF II GP Corp., Hertz Vehicle Financing LLC, Hertz Vehicles LLC, DTG
Operations, Inc., Hertz General Interest LLC, The Hertz Corporation, and the notes and summaries of the
transaction documents described herein is true and accurate in all material respects and that in relation to
the Issuer, HVF II GP Corp., Hertz Vehicle Financing LLC, Hertz Vehicles LLC, DTG Operations, Inc.,
Hertz General Interest LLC, The Hertz Corporation, and the notes and the summaries of the transaction
documents described herein, there are no material facts the omission of which would make misleading
any statement herein, whether fact or opinion. The Issuer accepts responsibility accordingly.
The Issuer reserves the right to withdraw the offering of the notes at any time and the Issuer and
the Initial Purchasers reserve the right to reject any commitment to subscribe for the notes in whole or in
part and to allot to prospective investors less than the full amount of notes sought by those investors.
Currently there is no market for the notes and there cannot be any assurance that one will develop
or, if one develops, that it will continue.
Certain persons participating in this offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the notes, including over-allotment transactions, stabilizing transactions,
syndicate covering transactions and penalty bids. For a description of these activities, see “Method of
Distribution”.
The Issuer has been structured so as not to constitute a “covered fund” as defined in the final
regulations issued December 10, 2013 implementing the “Volcker Rule” (Section 619 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act). In connection with the foregoing, the Issuer is relying
iv
upon the exemption from registration set forth in Rule 3a-7 under the Investment Company Act, although
additional exemptions or exclusions may be available to the Issuer.
Available information
The Issuer will furnish, upon the request of any noteholder, the information required to be
delivered pursuant to paragraph (d)(4) of Rule 144A to that noteholder and to any prospective purchaser
designated by that noteholder or to the trustee for delivery to that noteholder or prospective purchaser, in
order to permit that noteholder to comply with Rule 144A in connection with the resale of the notes,
unless at the time of such request, the Issuer is subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
v
Group I Leasing Company Notes: Generally
Additional Group I
Leasing Companies The Group I
(*as of the Series 2015‐3
HVF Closing Date, there will
Leasing
be no Additional Group I Companies
Leasing Companies)
HVF Series Additional
2013‐G1 Note Group I Leasing
Company Notes
HVF II
Issuance of
Group I Notes
EXISTING SERIES OF SECURITIES OFFERED Future issuances

GROUP I NOTES HEREUNDER of other Series of
Group I Notes
Series 2013‐A Series 2015‐3, Class A
Series 2015‐3, Class B
The
Series 2014‐A Group I
Series 2015‐3, Class C Notes
Series 2015‐3, Class D
Series 2015‐1
Series 2015‐3, Class E
(may be issued in the
future)
D-1
Group I Leasing Company Notes: The HVF Series 2013‐G1 Note
Hertz acts as
Servicer and
guarantees
lease
obligations
HVF grants
Collateral HVF leases
Agent HVF Series Hertz
Collateral
security 2013‐G1
Agent interest in Lease
(The Bank of HVF Series Vehicles Dollar
New York 2013‐G1
Lease
HVF Thrifty
Mellon Trust Vehicles to
Company, secure
Lessees pay Additional
N.A.) HVF Series
Rent Lessee(s)
2013‐G1
Note
HVF issues HVF Series 2013‐G1 Note and grants
security interest in HVF Series 2013‐G1 Indenture
Collateral to HVF Trustee for benefit of HVF II, as HVF
Series 2013‐G1 Noteholder
HVF II
HVF II issues asset‐backed notes and grants security
interest in Group and Series Indenture–level
collateral to HVF II Trustee for benefit of HVF II
Group I Noteholders
ABS
Group I
Noteholders
D-2
Disposition of HVF Series 2013‐G1 Lease Vehicles, Payments of Monthly Base Rent and Monthly Variable
Rent under Group I Leases and Allocation as Group I Principal Collections*
HVF
disposes of HVF Series
2013‐G1 Lease Vehicles,
via the Q1
Leases under HVF Series 2013‐ Leases under Additional Group
G1 Lease I Leases
(Hertz, Dollar Thrifty, and (none on the Series 2015‐3
auctions Additional Lessees thereunder) Closing Date)
manufacturers
Monthly Base Rent & Monthly Base Rent &
other disposition Monthly Variable Rent Monthly Variable Rent
channels payments under HVF Series payments under Additional
2013‐G1 Lease Group 1 Lease(s)
Disposition Proceeds
Related Group I Leasing
HVF Series 2013‐G1 Company Collection Account
Collection Account (in name of applicable
(in name of HVF Trustee for trustee for benefit of HVF II,
Joint Collection Account benefit of HVF II, as HVF as holder of related
(Collateral Account in Disposition Series 2013‐G1 Noteholder) Additional Group I Leasing
joint name of Collateral Process Company Note)
Agent and Q1)
Payments under Additional Group I
Payments under HVF Series 2013‐G1
Lease(s) applied as principal
Lease applied as principal payment
payment (Monthly Base Rent) &
(Monthly Base Rent) & interest
interest payment (Monthly Variable
payment (Monthly Variable Rent) on
Rent) on Additional Group I Leasing
HVF Series 2013‐G1 Note
Company Notes(s)
Group I Collection Account
(in name of Trustee for benefit of Group I Noteholders)
aggregate Group I Principal Collections (disposition
proceeds and Monthly Base Rent) & Interest Collections
(Monthly Variable Rent) allocated to Group I Notes
Existing Series of Securities Offered

Group I Notes Hereunder
Series 2013‐A Series 2015‐3, Class A Future issuances

of other Series of
Series 2014‐A Series 2015‐3, Class B Group I Notes
Series 2015‐1 Series 2015‐3, Class C
Series 2015‐3, Class D
*Allocation and application of Group I Principal Collections may differ during a Group I Liquidation Event with respect to a Series of Group I Notes.
See “Description of Group I Notes: Underlying Indentures and Certain Related Documents – The Group I Supplement” and “The Series 2015‐3 Notes.”
Structures for Additional Group I Leasing Companies may differ from the structure shown above. See “Description of Group I Notes: Underlying
Indentures and Certain Related Documents – Group I Leasing Company Notes: The HVF Series 2013‐G1 Note – Generally” and “The Series 2015‐3
Notes – Additional Group I Leasing Company Notes.”
D-3
D-4
SUMMARY OF TERMS OF THE NOTES
The following summary is qualified in its entirety by reference to the detailed information appearing
elsewhere in this offering circular. To fully understand the terms of the notes you will need to read this
offering circular in its entirety. You can find a glossary of defined terms under the caption “Glossary of
Principal Terms” beginning on page 213. An index of defined terms can be found beginning on page I-i.
See “Risk Factors” beginning on page 34 for a discussion of certain factors that investors should
consider before making an investment in the notes. The term “the Issuer” refers to Hertz Vehicle
Financing II LP.
Principal Terms of the Offered Series 2015-3 Notes:
Class A Class B Class C Class D1
Initial Principal $265,265,000 $64,692,000 $20,043,000 $21,156,000

Amount:
Interest Rate: 2.67% per annum 3.71% per annum 4.44% per annum 5.33% per annum
Interest Accrual 30/360 30/360 30/360 30/360
Method:
Payment Dates2: Monthly (25th) Monthly (25th) Monthly (25th) Monthly (25th)
First Payment Date: October 2015 October 2015 October 2015 October 2015
Record Date: Last day of calendar Last day of calendar Last day of calendar month Last day of calendar month
month immediately month immediately immediately preceding immediately preceding
preceding Payment Date preceding Payment Payment Date Payment Date
Date
Expected Final September 2020 September 2020 September 2020 September 2020
Payment Date:
Legal Final Payment September 2021 September 2021 September 2021 September 2021
Date:
Anticipated rating: “AAA(sf)”, by DBRS “A(sf)”, by DBRS “BBB(sf)”, by DBRS “BB(sf)”, by Fitch
“AAA(sf)”, by Fitch “A(sf)”, by Fitch “BBB(sf)”, by Fitch
“Aaa(sf)”, by Moody’s
ERISA Eligible: Yes Yes Yes Conditional3
Minimum $100,000 and multiples of $100,000 and multiples $100,000 and multiples of $5,000,0004 and multiples
Denominations: $1,000 in excess thereof of $1,000 in excess $1,000 in excess thereof of $1,000 in excess thereof
thereof
144A CUSIP: 42806D AH2 42806D AJ8 42806D AK5 42806D AL3
Reg. S CUSIP: U42808 AG7 U42808 AH5 U42808 AJ1
144A ISIN: US42806DAH26 US42806DAJ81 US42806DAK45 US42806DAL38
Reg. S ISIN: USU42808AG76 USU42808AH59 USU42808AJ16
1
The Class D Notes will be retained by the Issuer or conveyed to an affiliate of the Issuer.
2
If such date is not a business day, the next succeeding business day.
3
Initial purchases are ERISA eligible so long as Benefit Plans in the aggregate hold less than 25% of the Class D
Notes; each subsequent purchaser will make a representation that it is not a Benefit Plan. See “Certain ERISA
Considerations” herein.
4
The Class D minimum denomination is subject to change.
1
Parties
Issuer ............................. Hertz Vehicle Financing II LP, a bankruptcy-remote, special purpose limited
partnership organized on September 27, 2013 under the laws of the State of
Delaware. The Issuer is a wholly-owned indirect subsidiary of Hertz.
See “Transaction Parties – The Issuer – Hertz Vehicle Financing II LP”.
HVF II GP Corp. .......... HVF II GP Corp., a bankruptcy-remote, special purpose corporation organized
on September 27, 2013 under the laws of the State of Delaware. HVF II GP
Corp. is a wholly-owned direct subsidiary of Hertz and is the general partner of
the Issuer.
HVF .............................. Hertz Vehicle Financing LLC, a bankruptcy-remote, special purpose limited
liability company organized on September 12, 2001 under the laws of the State
of Delaware. Hertz is the sole member of HVF.
HVF will be the sole Group I Leasing Company as of the Series 2015-3 Closing
Date.
See “Transaction Parties – Hertz Vehicle Financing LLC”.
Hertz ............................. The Hertz Corporation, a Delaware corporation.
Hertz is the servicer and a lessee under the HVF Series 2013-G1 Lease and is
also the guarantor thereunder.
Hertz will also act as the Collateral Servicer pursuant to the Master Collateral
Agency Agreement, the Nominee Servicer pursuant to the Nominee Agreement
and as administrator on behalf of the Issuer and HVF.
See “Transaction Parties – The Hertz Corporation” and “Risk Factors – Risks
Related to Hertz in its Various Servicing and Administrative Capacities”.
HGI ............................... Hertz General Interest LLC, a special purpose limited liability company
organized under the laws of the State of Delaware. Hertz is the sole member of
HGI.
See “Transaction Parties – Hertz General Interest LLC”.
Nominee ........................ Hertz Vehicles LLC, a bankruptcy-remote, special purpose limited liability
company organized under the laws of the State of Delaware. HVF and HGI are
the sole members of the Nominee.
See “Transaction Parties – Hertz Vehicles LLC”.
RCFC ............................ Rental Car Finance Corp., a bankruptcy-remote, special purpose corporation
organized under the laws of the State of Oklahoma. RCFC is wholly-owned by
Dollar Thrifty Automotive Group, Inc.
2
See “Description of Group I Notes: Underlying Indentures and Certain Related
Documents – RCFC Nominee Structure”.
DTG Operations ............ DTG Operations, Inc., an Oklahoma corporation. DTG Operations is wholly
owned by DTAG.
DTG Operations is a lessee under the HVF Series 2013-G1 Lease.
DTAG ........................... Dollar Thrifty Automotive Group, Inc., a Delaware corporation. DTAG is
wholly-owned by Hertz.
Group I Back-up Lord Securities Corporation, a corporation organized under the laws of the State
Administrator and HVF of Delaware.
Series 2013-G1 Back-
up Administrator ........... See “Transaction Parties – Back-up Administrator”.
HVF Series 2013-G1 Fiserv Automotive Solutions, Inc., a Delaware corporation (“Fiserv”). Fiserv is
Back-up Disposition wholly-owned by Fiserv, Inc.
Agent.............................
See “Transaction Parties – Back-up Disposition Agent”.
Intermediary .................. Hertz Car Exchange Inc., a bankruptcy-remote, special purpose corporation
organized under the laws of the State of Delaware, acts as a “qualified
intermediary” pursuant to the Master Exchange Agreement relating to the “like-
kind exchange” program implemented by Hertz, HVF and HGI. DB Services
Americas, Inc., a Delaware corporation that is not an affiliate of Hertz, is the
sole owner of the Intermediary.

Documents – Like-Kind Exchange Program”.
Escrow Agent ................ Deutsche Bank Trust Company Americas, a New York banking corporation,
acts as Escrow Agent pursuant to the Escrow Agreement relating to the “like-
kind exchange” program implemented by Hertz, HVF and HGI.

Documents – Like-Kind Exchange Program”.
Trustee, HVF Trustee The Bank of New York Mellon Trust Company, N.A. is the trustee under the
and Collateral Agent ..... Base Indenture, the trustee and securities intermediary under the Group I
Supplement and the Series 2015-3 Supplement, the trustee and securities
intermediary under the HVF Series 2013-G1 Supplement and the collateral
agent under the Collateral Agency Agreement.
3
Documents – The Base Indenture”, “Description of Group I Notes: Underlying
Indentures and Certain Related Documents – The Group I Supplement”, “The
Series 2015-3 Notes”, “Description of Group I Notes: Underlying Indentures
and Certain Related Documents – Group I Leasing Company Notes: The HVF
Series 2013-G1 Note” and “Description of Group I Notes: Underlying
Indentures and Certain Related Documents – The Collateral Agency
Agreement”.
The Notes
Generally ....................... The Series 2015-3 Notes will be issued pursuant to the Base Indenture, as
supplemented by the Group I Supplement and the Series 2015-3 Supplement.
The Series 2015-3 Notes will be a Series of Group I Notes.

Documents” and “The Series 2015-3 Notes”.
Use of Proceeds ............ The net proceeds from the issuance and sale of the Series 2015-3 Notes
generally will be used to fund increases in the principal amount of the HVF
Series 2013-G1 Note to the extent that HVF has requested funding thereunder
and/or to reduce the outstanding principal amount of the Series 2013-A Notes
and the Series 2014-A Notes and the other Series of Group I Notes from time to
time. HVF (and each of the other Group I leasing companies that may from
time to time issue Group I leasing company notes to the Issuer) generally will
use the proceeds of any increase in the principal amount of its Group I leasing
company note to acquire or refinance Group I eligible vehicles to be leased
under the Group I lease to which it is a party. In certain circumstances, some or
all of the proceeds could be distributed by the Issuer to Hertz, as its limited
partner, and to HVF II GP Corp., as its general partner.
Principal Payments on Prior to the payment date occurring in September, 2020 or the commencement
Notes ............................. of the Series 2015-3 Rapid Amortization Period, no payments of principal of the
Series 2015-3 Notes will be required to be made.
See “Allocations and Applications of Collections and Priorities of Payments”

and “The Series 2015-3 Notes”.
Interest Payments on Each Class of Series 2015-3 Notes will bear interest at the fixed rate per annum
Notes ............................. for that Class as set forth in the “Summary of Terms of the Notes” on page 1 of
this Offering Circular. On each payment date, Series 2015-3 Noteholders will be
entitled to receive accrued interest on the Series 2015-3 Notes at the related
interest rate for the related interest period. Interest accrued but not paid on any
payment date will be due on the immediately succeeding payment date, together
with, to the extent permitted by applicable law, interest on that unpaid interest at
the related interest rate.

and “The Series 2015-3 Notes”.
4
Credit Enhancement ...... The Offered Series 2015-3 Notes will benefit from credit enhancement in the
form of overcollateralization, reserve accounts, demand notes, letters of credit
and/or cash collateral accounts. The Class A Notes, Class B Notes and Class C
Notes will also benefit, to varying extents, from credit enhancement in the form
of subordination of one or more other junior classes of Series 2015-3 Notes.
See “Credit Enhancement”, “Borrowing Base and Advance Rates” and “The
Series 2015-3 Notes – Subordination”.
Optional Redemption .... The Issuer will have the option to redeem any Class of Series 2015-3 Notes, in
whole but not in part, on any payment date on or after the payment date on
which the aggregate outstanding principal amount of such Class of Series 2015-
3 Notes is less than or equal to 10% of the initial aggregate outstanding
principal amount of such Class of Series 2015-3 Notes, provided that no Class
senior to such redeemed Class is outstanding after giving effect to such
redemption.
See “The Series 2015-3 Notes – Optional Redemption – Clean-up Calls”.
The Issuer will have the option to redeem any Class of Series 2015-3 Notes, in
whole but not in part, on any payment date prior to the expected final payment
date for a redemption price equal to 100% of the outstanding principal amount
thereof plus the Make-Whole Premium, provided that no Class senior to such
redeemed Class is outstanding after giving effect to such redemption.
See “The Series 2015-3 Notes – Optional Redemption – Early Redemption”.
Group I Collateral ......... The Group I Notes, including the Series 2015-3 Notes, will be secured by:
 the Group I leasing company notes, including the HVF Series 2013-G1
Note, and including the right to collect and foreclose upon the collateral
pledged under such Group I leasing company notes;
 the Group I related documents, including all monies due and to become
due to the Issuer thereunder;
 the Group I collection account, and all moneys on deposit therein and
permitted investments credited thereto; and
 all proceeds of the foregoing.
HVF has also granted a security interest to the Collateral Agent for the ultimate
benefit of the Group I Noteholders in all of its right, title and interest in the
vehicles leased by HVF under the HVF Series 2013-G1 Lease, which
constitutes a segregated pool of vehicle collateral for the benefit of the Group I
Noteholders, and all proceeds of the foregoing.
5
In addition to the foregoing, the collateral pledged by HVF for the benefit of the
Issuer to secure the HVF Series 2013-G1 Note will include:
 the HVF Series 2013-G1 related documents, including, among other

things, the HVF Series 2013-G1 lease, the HVF Series 2013-G1
administration agreement, the nominee agreement, and the LKE
program documents, in each case to the extent they relate to the
segregated vehicle collateral pledged to secure the HVF Series 2013-G1
Note;
 the HVF Series 2013-G1 collection account and all moneys on deposit
therein and permitted investments credited thereto;
 all investment property relating to the segregated vehicle collateral

pledged to secure the HVF Series 2013-G1 Note; and
For more information about the collateral for the Series 2015-3 Notes, see
“Collateral Pool” and “Description of Group I Notes: Underlying Indentures
and Certain Related Documents – The Collateral Agency Agreement”.
Additional Collateral The collateral for the Offered Series 2015-3 Notes, in addition to the Group I
for the Offered Series collateral described above, will include each Class A/B/C/D letter of credit, each
2015-3 Notes ................. Class A/B/C/D demand note, each Series 2015-3 account, all monies on deposit
in each such Series 2015-3 account and all permitted investments credited to
each such Series 2015-3 account, and all proceeds of any and all of the
foregoing.
See “Credit Enhancement” and “The Series 2015-3 Notes”.
HVF Series 2013-G1 As of the Series 2015-3 Closing Date, the HVF Series 2013-G1 Note will be the
Note............................... sole Group I leasing company note.
Priority of Payments:
 Principal Collections under the HVF Series 2013-G1 Supplement are

required to be applied to reduce the outstanding principal amount of the
HVF Series 2013-G1 Note on the date received.
 Interest Collections under the HVF Series 2013-G1 Supplement are

required to be applied on each payment date first to the payment of
HVF Series 2013-G1 monthly interest, and then, sequentially, to the
payment of HVF Series 2013-G1 administrator’s fees, the trustee’s fees,
the servicer’s fees and any remaining carrying charges in respect of the
HVF Series 2013-G1 Note.
6
and “Description of Group I Notes: Underlying Indentures and Certain Related
Documents – Group I Leasing Company Notes: The HVF Series 2013-G1
Note”.
HVF Series 2013-G1 As of the Series 2015-3 Closing Date, the HVF Series 2013-G1 Lease will be
Lease ............................. the only Group I lease.
Pursuant to the HVF Series 2013-G1 Lease, HVF leases to Hertz, DTG
Operations or any permitted affiliate thereof that executes a joinder to the lease,
as lessees, Group I eligible vehicles identified in schedules furnished by such
lessees to HVF.
The HVF Series 2013-G1 Lease is intended for bankruptcy purposes to be a true
lease with respect to all Group I eligible vehicles subject thereto and title to such
Group I eligible vehicles is recorded in the name of the Nominee pursuant to the
Nominee Agreement or, with respect to certain vehicles on any date on or after
the RCFC Nominee Trigger Date, RCFC pursuant to the RCFC Nominee
Agreement.
Each lessee is obligated to pay to HVF monthly base rent and monthly variable
rent with respect to each vehicle leased by such lessee. Monthly variable rent
with respect to a leased vehicle is generally an amount sufficient to cover HVF’s
financing expenses relating to such leased vehicle plus a spread. Monthly base
rent with respect to a leased vehicle is generally an amount sufficient to cover
the depreciation calculated in accordance with the HVF Series 2013-G1 Lease
for such leased vehicle. In addition, each lessee may from time to time be
obligated to pay other amounts to HVF in respect of depreciation estimates,
true-ups and redesignations, among others.
If a Group I eligible vehicle owned by HVF and leased under the HVF Series
2013-G1 Lease ceases to be a Group I eligible vehicle or suffers a casualty, then
the lessee thereof is obligated to pay HVF the net book value of such vehicle.
If a lessee does not elect to purchase a vehicle leased by it as permitted under

the HVF Series 2013-G1 Lease and such vehicle has not become ineligible or
suffered a casualty, then such lessee is obligated to return such vehicle to or at
the direction of Hertz, as servicer, no later than the maximum lease termination
date for such vehicle. If such vehicle is not subject to a manufacturer program,
as described under “Program Vehicles” below, then Hertz, as servicer, is
obligated to facilitate the disposition of such vehicle in accordance with the
lease servicing standard, which standard is generally that of a prudent person
taking into account industry norms and as if such person were the owner of the
vehicle. If such vehicle is subject to such a manufacturer program, then Hertz,
as servicer, is obligated to return such vehicle to the nearest designated auction
site for such manufacturer program or to or at the direction of the related
manufacturer or its agent, as applicable.

Documents – Group I Leases: The HVF Series 2013-G1 Lease”.
7
Program Vehicles .......... Certain Group I eligible vehicles are eligible under a manufacturer program
pursuant to which the manufacturer either agrees to repurchase such vehicles
upon return thereof to the manufacturer in accordance with the terms of such
manufacturer program or agrees to cause any such vehicles to be sold by an
auction dealer and guarantees the disposition of any such vehicles at prices
based on predetermined percentages of the original vehicle cost and the month
in which the vehicles are returned in accordance with the terms of such
manufacturer program.
Under the terms of the HVF Series 2013-G1 Lease, program vehicles are
automatically redesignated as non-program vehicles if either an event of default
occurs and is continuing with respect to the related manufacturer as described in
the HVF Series 2013-G1 Lease or if the related manufacturer is no longer
obligated to repurchase or guarantee such vehicles’ residual value in an amount
equal to the initially scheduled guaranteed amount. In addition, program
vehicles leased thereunder may be redesignated as non-program vehicles at the
option of the lessee of such vehicle, so long as such redesignation would not
result in an asset coverage deficiency with respect to the Group I notes.
Generally, in connection with any such redesignation from program to non-
program status, the lessee of such redesignated vehicle is obligated to pay HVF
an amount equal to the excess of such vehicle’s net book value over the market
value of such vehicle, in each case as of the date of such redesignation. Any
program vehicle that was redesignated as non-program may subsequently be
redesignated as program by the lessee thereof, so long as that redesignation
would not result in an automatic redesignation to non-program vehicle status
immediately thereafter. Generally, in connection with any such redesignation
from non-program to program status, HVF is obligated (subject to availability of
funds) to pay the lessee of such vehicle an amount equal to the excess of the net
book value of such vehicle (calculated as if such vehicle had never been
redesignated to be a non-program vehicle) over the net book value of such
vehicle, in each case as of the date of such redesignation.

Documents – Group I Leases: The HVF Series 2013-G1 Lease”.
Group I Eligible Group I eligible vehicles are passenger automobiles, vans and/or light-duty
Vehicles ........................ trucks that are owned by a Group I leasing company and leased by such Group I
leasing company to a Group I lessee pursuant to a Group I lease and that are:
(a) not older than seventy-two (72) months from December 31 of the calendar
year preceding the model year of such vehicle;
(b) titled (or application has been made for such title) in the name of:
(i) such Group I leasing company;
(ii) the Nominee, as nominee titleholder for such Group I leasing

company; or
8
(iii) on any date on or after the RCFC Nominee Trigger Date, RCFC,
as nominee titleholder for such Group I leasing company;
(c) owned by such Group I leasing company free and clear of all liens other
than Group I permitted liens; and
(d) designated on the Collateral Servicer’s computer systems as leased under

such Group I lease in accordance with the Collateral Agency Agreement.
See “Borrowing Base and Advance Rates – Group I Aggregate Asset Amount”.
Revolving Period .......... The Series 2015-3 revolving period will extend from the Series 2015-3 Closing
Date to the commencement of the Series 2015-3 rapid amortization period.
See “The Series 2015-3 Notes – Revolving Period”.
Rapid Amortization The Series 2015-3 rapid amortization period will commence on the close of
Period ............................ business on the business day immediately preceding the day on which an
Amortization Event is deemed to have occurred with respect to the Series 2015-
3 Notes, and will end upon the earlier to occur of (i) the date on which the
Series 2015-3 Notes are paid in full and (ii) the termination of the Series 2015-3
Supplement. For the avoidance of doubt, the failure to have paid all principal of
and interest on the Series 2015-3 Notes as of the payment date occurring in
September 2020 will trigger the Series 2015-3 rapid amortization period.
See “The Series 2015-3 Notes – Rapid Amortization Period”.
Amortization Events ..... The occurrence of the following will constitute automatic amortization events
with respect to the Series 2015-3 Notes (each as more fully described and
qualified herein):
(a) an event of bankruptcy with respect to the Issuer or HVF II GP Corp.

occurs;
(b) the Issuer becomes an “investment company” or is under the “control” of an

“investment company” under the Investment Company Act;
(c) all principal of and interest on the Series 2015-3 Notes is not paid in full on
or prior to the payment date occurring in September 2020;
(d) the Issuer defaults in the payment of any interest on, or other amount (other
than principal) payable in respect of, the Series 2015-3 Notes when due and
payable and such default continues for a period of five (5) consecutive
business days;
(e) a Class A/B/C/D liquid enhancement deficiency exists and continues to

exist for at least five (5) consecutive business days;
(f) any Group I aggregate asset amount deficiency exists and continues to exist
for a period of five (5) consecutive business days;
9
(g) 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; or
(h) 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.
The occurrence of the following will only constitute amortization events with
respect to the Series 2015-3 Notes if declared by the Trustee or the Required
Controlling Class Series 2015-3 Noteholders (each as more fully described and
qualified herein):
(a) the Group I collection account, any collateral account in which Group I
collections are on deposit as of such date or any Series 2015-3 account
(other than the Class A/B/C/D reserve account and the Class A/B/C/D letter
of credit cash collateral account) are subject to an injunction, estoppel or
other stay or a lien (other than certain Series 2015-3 permitted liens) and at
least thirty (30) consecutive days elapse without such lien having been
released or discharged;
(b) (i) the Class A/B/C/D reserve account is subject to an injunction, estoppel or
other stay or a lien (other than certain Series 2015-3 permitted liens) or (ii)
other than as a result of certain Series 2015-3 permitted liens, the Trustee
fails to have a valid and perfected first priority security interest in the Class
A/B/C/D reserve account collateral, in each case, for a period of thirty (30)
consecutive days and during such period the Class A/B/C/D adjusted liquid
enhancement amount (or the Issuer or any affiliate thereof so asserts in
writing), excluding therefrom the Class A/B/C/D available reserve account
amount, is less than the Class A/B/C/D required liquid enhancement
amount;
(c) after the funding of the Class A/B/C/D letter of credit cash collateral
account, (i) the Class A/B/C/D letter of credit cash collateral account is
subject to an injunction, estoppel or other stay or a lien (other than certain
Series 2015-3 permitted liens) or (ii) other than as a result of a Series 2015-
3 permitted lien, the Trustee fails to have a valid and perfected first priority
security interest in the Class A/B/C/D letter of credit cash collateral account
collateral, in each case, for a period of thirty (30) consecutive days, and
during such period the Class A/B/C/D adjusted liquid enhancement amount,
excluding therefrom the Series 2015-3 available letter of credit cash
collateral account amount, is less than the Class A/B/C/D required liquid
enhancement amount;
10
(d) other than as a result of a Series 2015-3 permitted lien, the Trustee for any
reason ceases to have a valid and perfected first priority security interest in
the Series 2015-3 collateral (other than the Class A/B/C/D Reserve Account
collateral, the Class A/B/C/D Letter of Credit cash collateral account
collateral or any Class A/B/C/D Letter of Credit) or the Issuer or an affiliate
thereof so asserts in writing, and in any such case such cessation continues
for thirty (30) consecutive days or such assertion is not rescinded within
thirty (30) consecutive days;
(e) there has been filed against the Issuer a notice of (i) a U.S. federal tax lien
or certain liens 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 (ii) any other
lien (other than a Series 2015-3 permitted lien) that could reasonably be
expected to attach to the assets of the Issuer and, in each case, thirty (30)
consecutive days elapse without such notice having been effectively
withdrawn or such lien being released or discharged;
(f) any Group I administrator default has occurred;
(g) any of the Series 2015-3 related documents or any material portion thereof
ceases, 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 2015-3 related documents)
or Hertz, any Group I Leasing Company, any Group I Lessee or the Issuer
so asserts any of the foregoing in writing and such written assertion is not
rescinded within ten (10) consecutive business days following the date of
such written assertion, in each case, other than any cessation (i) resulting
from the application of the Bankruptcy Code (other than as a result of an
event of bankruptcy with respect to the Issuer, 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 2015-3 related documents;
(h) any of the Issuer or HVF II GP Corp. fails to comply with any of its other
agreements or covenants in any Series 2015-3 related document and the
failure to so comply materially and adversely affects the interests of the
Series 2015-3 Noteholders and continues to materially and adversely affect
the interests of the Series 2015-3 Noteholders for thirty (30) consecutive
days after the earlier of (i) the date on which an Authorized Officer of HVF
II GP Corp. obtains actual knowledge thereof or (ii) the date on which
written notice of such failure, requiring the same to be remedied, is given to
the Issuer by the Trustee or to the Trustee by the Required Controlling Class
Series 2015-3 Noteholders; or
(i) any representation made by the Issuer or HVF II GP Corp. in any Series
2015-3 related document is false and such false representation materially
and adversely affects the interests of the Series 2015-3 Noteholders and the
event or condition that caused such false representation is not cured for a
period of thirty (30) consecutive days.
11
See “The Series 2015-3 Notes – Amortization Events”.
Liquidation Events ........ The occurrence of the following will constitute liquidation events with respect
to the Series 2015-3 Notes (each as more fully described and qualified herein),
which liquidation events will give rise to certain rights to liquidate collateral
that will generate proceeds sufficient to repay the principal of the Series 2015-3
Notes.
 any automatic amortization event with respect to the Series 2015-3

Notes described in clauses (a) through (f) above occurs, and, in the case
of clauses (c) through (f), that continues for thirty (30) consecutive
days;
 the automatic amortization event with respect to the Series 2015-3

Notes described in clause (g) above occurs as a result of (i) certain
specified amortization events with respect to the HVF Series 2013-G1
Note that continue for thirty (30) consecutive days and (ii) certain
specified amortization events with respect to each other Group I
Leasing Company Note that continue for thirty (30) consecutive days;
or
 any non-automatic amortization event with respect to the Series 2015-3

Notes described in clauses (a) through (c) above that continues for thirty
(30) consecutive days after declaration thereof.
See “The Series 2015-3 Notes – Amortization Events”. For details with respect
to amortization events under the HVF Series 2013-G1 Note, see “Description of
Group I Notes: Underlying Indentures and Certain Related Documents – Group
I Leasing Company Notes: The HVF Series 2013-G1 Note - HVF Series 2013-
G1 Note – Amortization Events”.
Collections and All payments on or in respect of the Group I indenture collateral are required to
Allocations .................... be deposited in the Group I collection account.
Subject to reconciliations in connection with any late payment of rent by a

Group I lessee under its Group I lease, on each Series 2015-3 deposit date, the
Trustee will apply all amounts deposited into the Group I collection account in
the following order:
i. withdraw the Series 2015-3 daily interest allocation, if any, for such
date from the Group I collection account and deposit such amount in
the Series 2015-3 interest collection account; and
ii. withdraw the Series 2015-3 daily principal allocation, if any, for such
date from the Group I collection account and deposit such amount in
the Series 2015-3 principal collection account.
See “Allocations and Applications of Collections and Priorities of Payments”.
12
Priority of Payments ..... Principal Collections:

Group I lessee under its Group I lease, the Issuer may direct, and on each
payment date the Issuer will direct, that all amounts on deposit in the Series
2015-3 principal collection account be applied in the following order:
i. if such date is a payment date, to the Series 2015-3 interest collection

account an amount equal to any shortfall in amounts available to pay
items first through eighth in the priority of payments for interest
proceeds described under “Allocations and Applications of Collections
and Priorities of Payments – Priority of Payments on the Series 2015-3
Notes – Interest Collections”, if any, for such payment date;
ii. during the revolving period, to the Class A/B/C/D reserve account an
amount equal to the Class A/B/C/D reserve account deficiency amount,
if any, for such date;
iii. if such date is an early redemption date, with respect to any Class of
Series 2015-3 Notes, to the Series 2015-3 distribution account to be
paid on such date, pro rata, to all noteholders of such Class to the
extent necessary to pay the principal amount of such Class and the
make-whole premium with respect to such Class, in each case as of
such early redemption date;
iv. if such date is the expected final payment date, to the Series 2015-3
Noteholders of each Class of Series 2015-3 Notes (including the Class
E Notes, if issued), sequentially in order of seniority, as a payment of
principal of such Series 2015-3 Notes;
v. if such date is a payment date during the rapid amortization period, to

the Series 2015-3 Noteholders of each Class of Series 2015-3 Notes
(including the Class E Notes, if issued), sequentially in order of
seniority, as a payment of principal of such Series 2015-3 Notes;
vi. to pay, first, the principal amount of other series of Group I notes that
are then required to be paid and, second, at the option of the Issuer, to
pay the principal amount of other series of Group I notes that may be
paid under the Group I indenture, in each case to the extent that no
potential amortization event with respect to the Series 2015-3 Notes
exists as of such date or would occur as a result of such application;
and
vii. the balance, if any, will be released to or at the direction of the Issuer,
or, if ineligible for release to the Issuer, will remain on deposit in the
Series 2015-3 principal collection account.
13
See “Allocations and Applications of Collections and Priorities of Payments –
Priority of Payments on the Series 2015-3 Notes – Principal Collections”,
“Credit Enhancement – Application of Funds in the Class A/B/C/D Reserve
Account”, “Credit Enhancement – Demands on the Class A/B/C/D Demand
Note(s) and Draws on Class A/B/C/D Letter(s) of Credit” and “The Series 2015-
3 Notes — Class A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s) of
Credit”.
Interest Collections:

Group I lessee under its Group I lease, on each payment date, all amounts on
deposit in the Series 2015-3 interest collection account will be applied in the
following order:
i. to the Group I administrator, the Series 2015-3 capped Group I

administrator fee amount for such payment date;
ii. to the Trustee, the Series 2015-3 capped Group I trustee fee amount for
such payment date;
iii. to the persons to whom the Series 2015-3 capped Group I Issuer
operating expense amount for such payment date are owing, such
Series 2015-3 capped Group I Issuer operating expense amounts owing
to such persons on such payment date;
iv. to the Class A Noteholders, the Class A monthly interest amount for
such payment date;
v. to the Class B Noteholders, the Class B monthly interest amount for

such payment date;
vi. to the Class C Noteholders, the Class C monthly interest amount for
such payment date;
vii. to the Class D Noteholders, the Class D monthly interest amount for
such payment date;
viii. if the Class E Notes have been issued as of such payment date, to the
Class E Noteholders, the Class E monthly interest amount for such
payment date;
ix. during the revolving period, first, to the Class A/B/C/D reserve
account, the Class A/B/C/D reserve account deficiency amount, if any,
for such payment date, and second, to the Class E reserve account, if
any, the Class E reserve account deficiency amount, if any, for such
payment date;
x. to the Group I administrator, the Series 2015-3 excess group I

administrator fee amount for such payment date;
14
xi. to the Trustee, the Series 2015-3 excess group I trustee fee amount for
such payment date;
xii. to the persons to whom the Series 2015-3 excess Group I Issuer
operating expense amount for such payment date are owing, such
Series 2015-3 excess Group I Issuer operating expense amounts owing
to such persons on such payment date;
xiii. during the rapid amortization period, for deposit into the 2015-3
principal collection account up to the amount necessary to pay the
Series 2015-3 Notes in full; and
xiv. to the Series 2015-3 principal collection account, any remaining

amount.
See “Allocations and Applications of Collections and Priorities of Payments –

Priority of Payments on the Series 2015-3 Notes – Interest Collections”, “Credit
Enhancement – Application of Funds in the Class A/B/C/D Reserve Account”,
“Credit Enhancement – Demands on the Class A/B/C/D Demand Note(s) and
Draws on Class A/B/C/D Letter(s) of Credit” and “The Series 2015-3 Notes —
Class A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s) of Credit”.
Future Issuance of the On any date during the Series 2015-3 revolving period, the Issuer may, without
Class E Notes ................ the consent of the Class A Noteholders, the Class B Noteholders, the Class C
Noteholders or the Class D Noteholders, issue one or more classes of Class E
Notes, subject only to the satisfaction of certain limited conditions precedent
described herein under “The Series 2015-3 Notes – Future Issuance of the Class
E Notes”.
In connection with the issuance of Class E Notes, the Series 2015-3 Supplement
and potentially other documents relating to the Series 2015-3 Notes will need to
be amended to incorporate the terms of the Class E Notes, to allow for the
payment of interest on and principal of the Class E Notes, to add certain
amortization events with respect to the Class E Notes, and to grant certain
limited voting rights to the holders of the Class E Notes. Such amendments may
include changes to amortization events, changes to allocation mechanics and
additional required credit enhancement with respect to the Series 2015-3 Notes,
but such changes may not reduce the required credit enhancement for the
Offered Series 2015-3 or reduce the Series 2015-3 Invested Percentage to a
level lower than the Series 2015-3 Invested Percentage would have been absent
such amendments. No consent from any Class A Noteholder, any Class B
Noteholder, any Class C Noteholder or any Class D Noteholder will be required
for the Issuer to issue the Class E Notes or to enter into such related
amendments.
Any description of the Class E Notes that is included herein has been provided
solely for purposes of evaluating an investment in the Class A Notes, the Class
B Notes, the Class C Notes and/or the Class D Notes. Notwithstanding the
inclusion of such description in this Offering Circular, no Class E Notes are
being offered hereunder or will be issued on the Series 2015-3 Closing Date.
15
See “Risk Factors – Risks Related to Noteholder Control Rights – Future
Issuance of the Class E Notes”, “The Series 2015-3 Notes—Future Issuance of
the Class E Notes” and “The Series 2015-3 Notes—Amendments” herein.
Subordination of the The Class B Notes will be subordinated to the Class A Notes, the Class C Notes
Class B Notes, the Class will be subordinated to both the Class A Notes and the Class B Notes, the Class
C Notes and the Class E D Notes will be subordinated to each of the Class A Notes, the Class B Notes
Notes ............................. and the Class C Notes, and the Class E Notes, if issued, will be subordinated to
each of the Class A Notes, the Class B Notes, the Class C Notes and the Class D
Notes. On any payment date, (i) no payment of interest on a Class of Notes will
be made unless and until all interest due and payable on each Class of Notes that
is senior to such Class of Notes has been paid in full and (ii) during the rapid
amortization period, no payments of principal of a Class of Notes will be made
unless and until the aggregate outstanding principal amount of each Class of
Notes senior to such Class of Notes has been paid in full, unless, in the case of
either of the foregoing clauses (i) or (ii), such payment is made in respect of the
Class E Notes with proceeds of incremental collateral provided solely for the
benefit of the Class E Notes.
See “The Series 2015-3 Notes – Subordination”.
Class A/B/C/D Reserve The Issuer will be obligated to establish and maintain a Class A/B/C/D reserve
Account ......................... account. In certain circumstances, the Issuer will be required to deposit funds in
the Class A/B/C/D reserve account to provide credit enhancement for the
Offered Series 2015-3 Notes if amounts available to be drawn under the Class
A/B/C/D letters of credit fall below the required levels.
See “The Series 2015-3 Notes – Class A/B/C/D Reserve Account” and “Credit
Enhancement – Application of Funds in the Class A/B/C/D Reserve Account”.
Class A/B/C/D The Issuer will be obligated to maintain liquid enhancement in an amount equal
Required Liquid to 2.25% of the Class A/B/C/D adjusted principal amount (i.e., the excess of the
Enhancement Amount... Class A/B/C/D principal amount over the amount on deposit in the Series 2015-
3 principal collection account).
The Class A/B/C/D required liquid enhancement amount may be maintained

through amounts on deposit in the Class A/B/C/D reserve account and/or one or
more Class A/B/C/D letters of credit satisfying the specified eligibility criteria.
As of the Series 2015-3 Closing Date, the Class A/B/C/D required liquid
enhancement amount will be maintained through a Class A/B/C/D letter of
credit.
See “The Series 2015-3 Notes – Class A/B/C/D Required Liquid Enhancement
Amount,” “The Series 2015-3 Notes — Class A/B/C/D Demand Note(s) and
Class A/B/C/D Letter(s) of Credit,” and “Credit Enhancement – Application of
Funds in the Class A/B/C/D Reserve Account”.
16
Borrowing Base and Generally, the nature and valuation of the assets supporting the Series 2015-3
Advance Rates ............. Notes, or the borrowing base, will consist of vehicles and the proceeds thereof,
including receivables owing by manufacturers in respect of such vehicles,
receivables owing by Hertz and certain of its affiliates under leases, and certain
cash balances.
The Group I Supplement establishes a borrowing base for all Series of Group I
Notes referred to as the Group I Aggregate Asset Amount, the components of
which set forth broad eligibility criteria with respect to those vehicles,
manufacturer receivables and affiliate receivables.
The Series 2015-3 Supplement imposes further eligibility criteria with respect to
such assets, which criteria include credit ratings of manufacturers and
concentration limits with respect to certain types of assets, and as a function of
such criteria, the Series 2015-3 Supplement categorizes such assets and
establishes a series of advance rates for each such category of assets. Those
advance rates are then reduced, as required, to reflect concentration excesses, if
any, as well as results of mark-to-market testing and disposition proceeds
testing, and the weighted average of such adjusted advance rates yields the
blended advance rate with respect to the Series 2015-3 Notes.
Such further eligibility criteria, advance rates and adjustments under the Series
2015-3 Supplement are established and calculated using two parallel regimes,
one with respect to DBRS’s ratings methodology and another with respect to
Moody’s ratings methodology. The lower of the two rating agency-specific
blended advance rates calculated using such methodologies (subject to a cap of
88.95%) is applied as the ultimate blended advance rate with respect to the
Series 2015-3 Notes.
The asset-category-specific baseline advance rates established under the Series

2015-3 Supplement from which such adjusted advance rates are derived (and
from which adjusted advance rates the blended advance rate is derived) are the
following:
17
Asset Category Baseline Advance
Rate
Series 2015-3 eligible investment grade program 91.00%

vehicle amount
Series 2015-3 eligible investment grade program 91.00%
receivable amount
Series 2015-3 eligible non-investment grade program 89.00%
vehicle amount
Series 2015-3 eligible non-investment grade (high) 89.00%
program receivable amount
Series 2015-3 eligible non-investment grade (low) 0.00%
program receivable amount
Series 2015-3 eligible investment grade non-program 86.75%
vehicle amount
Series 2015-3 eligible non-investment grade non- 84.25%
program vehicle amount
Group I cash amount 100.00%
Group I due and unpaid lease payment amount N/A
(uses the blended
advance rate)
Series 2015-3 remainder AAA amount 0.00%
The above-described asset categories are a function of multiple criteria,

including, among other things, program vs. non-program vehicle status and
manufacturers’ credit ratings.
The Issuer will be required to maintain eligible assets at least equal to the Group
I aggregate asset coverage threshold amount, and the failure of the Issuer to
maintain such collateral base (for a continuous five (5) business day period) will
result in an amortization event with respect to the Series 2015-3 Notes.
Generally, the Group I aggregate asset coverage threshold amount will equal the
sum of the Group I asset coverage threshold amounts for each Series of Group I
Notes, each of which Group I asset coverage threshold amounts is or will be
defined in the series supplement relating to such Series of Group I Notes.
For the Series 2015-3 Notes, the Group I asset coverage threshold amount
generally will equal the Series 2015-3 adjusted asset coverage threshold amount,
which will equal the greater of:
 the excess of the Series 2015-3 asset coverage threshold amount over
the sum of the Class A/B/C/D letter of credit amount and the amount of
cash and permitted investments in the Class A/B/C/D reserve account;
and
 the Class A/B/C/D adjusted principal amount (i.e., the excess of the
Class A/B/C/D principal amount over the amount on deposit in the
Series 2015-3 principal collection account).
18
Generally, the Series 2015-3 asset coverage threshold amount will be the
aggregate outstanding principal amount of the Class A Notes, Class B Notes,
Class C Notes and Class D Notes (net of any amounts in the Series 2015-3
principal collection account) divided by the blended advance rate for the Series
2015-3 Notes.
As discussed herein in greater detail, certain classes of Series 2015-3 Notes are
senior in right of payment to other classes of Series 2015-3 Notes. As a result,
the overcollateralization and other credit enhancement available to support any
class of Series 2015-3 Notes ranking junior to any other class of Series 2015-3
will be lower than the level of overcollateralization and other credit
enhancement implied by either the baseline advance rates or the blended
advance rate calculated as described herein.
See “Borrowing Base and Advance Rates”.
Group I Net Book The value of a Group I eligible vehicle for purposes of the borrowing base will
Value……………….. equal the Group I net book value of such vehicle, which generally will equal the
result of:
 the capitalized cost of such vehicle, minus
 the “accumulated depreciation” for such vehicle as of such date.
Generally, the capitalized cost of an HVF Series 2013-G1 Lease Vehicle that is
a non-program vehicle will equal the purchase price paid for such vehicle, and
the capitalized cost of an HVF Series 2013-G1 Lease Vehicle that is a program
vehicle will equal the initial value for such vehicle from which the related
manufacturer program applies depreciation over time.
The accumulated depreciation equals specified changes to the net book value of
a vehicle since its acquisition. Generally, these changes reflect the decline in
the value of such vehicle as it ages, together with various true-ups generally
resulting from re-designation of such vehicle from a program vehicle to a non-
program vehicle or vice-versa or from the reconciliation of certain estimated
program depreciation amounts against the corresponding actual amounts. Each
such change corresponds to a payment to be made by the related lessee under
the HVF Series 2013-G1 Lease to HVF or (in limited circumstances and subject
to restrictions on such payment) by HVF to such lessee under the HVF Series
2013-G1 Lease.
See “Borrowing Base and Advance Rates – Group I Aggregate Asset Amount”.
Other Program
Features and Terms
LKE Program ................ Pursuant to the Master Exchange Agreement and the Escrow Agreement, HVF,
HGI and Hertz have implemented a “like-kind exchange program” with respect
to certain of the Group I eligible vehicles.
19
Documents – Like-Kind Exchange Program”, “Description of Group I Notes:
Underlying Indentures and Certain Related Documents – The Collateral Agency
Agreement” and “Risk Factors— Risks Related to the Collateral Available to
Noteholders – In certain instances related to the LKE Program, neither the
Trustee nor the Collateral Agent, for the benefit of the Trustee, will have a
perfected security interest in proceeds of certain of the Group I Eligible
Vehicles, including certain of the HVF Series 2013-G1 Lease Vehicles
themselves”.
Required Noteholders ... Actions requiring the consent or direction of the Series 2015-3 Noteholders
under the indenture and the related documents will in certain circumstances
require the consent of Series 2015-3 Noteholders holding more than 50% of the
principal amount of the Series 2015-3 Notes, which constituency is referred to
as the Series 2015-3 Required Noteholders.
However, any actions with respect to (i) the declaration of any amortization
event with respect to the Series 2015-3 Notes or (ii) the direction of the
remedies in connection with (x) any automatic amortization event described in
clauses (e) through (h) set forth under “Amortization Events” above, or (y) any
non-automatic amortization event set forth under “Amortization Events” above,
in each case including with respect to the foreclosure on the Series 2015-3
collateral, will require only the consent of (i) for so long as the Class A Notes
are outstanding, Class A Noteholders holding more than 50% of the principal
amount of the Class A Notes, (ii) if no Class A Notes are outstanding, Class B
Noteholders holding more than 50% of the principal amount of the Class B
Notes, (iii) if no Class A Notes or Class B Notes are outstanding, Class C
Noteholders holding more than 50% of the principal amount of the Class C
Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are outstanding,
Class D Noteholders holding more than 50% of the principal amount of the
Class D Notes and (v) if no Class A Notes, Class B Notes, Class C Notes or
Class D Notes are outstanding, Class E Noteholders, if any, holding more than
50% of the principal amount of the Class E Notes.
Any actions with respect to a waiver of any automatic amortization event

described in clauses (c) and (d) of “Amortization Events” above will require the
consent of Class A Noteholders holding more than 50% of the Class A Principal
Amount, Class B Noteholders holding more than 50% of the Class B Principal
Amount, Class C Noteholders holding more than 50% of the Class C Principal
Amount, Class D Noteholders holding more than 50% of the Class D Principal
Amount and Class E Noteholders holding more than 50% of the Class E
Principal Amount, if any, at the time of such waiver.
20
In addition, subject to “Future Issuance of the Class E Notes” above, certain
amendments or modifications with respect to the following provisions of the
Series 2015-3 Supplement will require the consent of each Series 2015-3
Noteholder: the definition of “Required Controlling Class Series 2015-3
Noteholders” or the reduction of the percentage of Series 2015-3 Noteholders
required to consent to any particular action, the extension of the due date for, or
reduction in the amount of any scheduled repayment or prepayment of principal
of or interest on any Series 2015-3 Note (or the reduction of the principal
amount of or rate of interest on any Series 2015-3 Note or other change in the
manner in which interest is calculated), the granting clause, application of funds
in the Series 2015-3 interest and principal collection accounts, amortization
events, amendments and the criteria with respect to the issuance of Class E
Notes.
See “The Series 2015-3 Notes”.
Existing Series of The Issuer has previously issued other series of notes that are currently
Group I Notes................ outstanding and are more fully described in Annex III hereto. Additional series
of Group I notes and/or series of notes that belong to a group of collateral other
than Group I are expected to be issued from time to time by the Issuer.
See “Transaction Parties – The Issuer – Hertz Vehicle Financing II LP” and
“Risk Factors – Risks Related to the Issuance of Other Series of Notes”.
Issuance of Additional From time to time, the Issuer may issue one or more series of Group I notes that
Series of Group I Notes are not Series 2015-3 Notes. One condition, among others, to the issuance by
the Issuer of any such additional series of Group I notes is an officer’s
certificate of the Issuer to the effect that the rating agency condition with respect
to each series of Group I notes then outstanding has been satisfied with respect
to such issuance.
See “Risk Factors – Risks Related to the Issuance of Other Series of Notes”.
Issuance of Additional From time to time, the Issuer may issue one or more series of notes that are not
Groups of Notes ............ a series of Group I notes. One condition, among others, to the issuance by the
Issuer of any such additional group of notes is an officer’s certificate of the
Issuer to the effect that the rating agency condition with respect to each series of
notes then outstanding has been satisfied with respect to such issuance.
See “Risk Factors – Risks Related to the Issuance of Other Series of Notes”.
Risk Factors .................. The Series 2015-3 Notes are highly structured and, as a result, an investment in
the Series 2015-3 Notes involves material risks. Before you purchase any notes,
be sure you understand the structure and those risks. See “Risk Factors”.
21
Form of Offered Series Beneficial interests in each class of Series 2015-3 Notes sold in the U.S. will be
2015-3 Notes ................. represented by one or more permanent global Notes in fully registered form
without coupons (each, a “144A Global Note”), each deposited with the Trustee
as custodian for, and registered in the name of a nominee of, DTC. Beneficial
interests in each 144A Global Note will be shown on, and transfers thereof will
be effected only through, records maintained by DTC and its direct and indirect
participants.
The Class A/B/C Notes may be sold outside the United States in reliance on
Regulation S, and will be represented by one or more global Notes in registered
form without coupons (each, a “Regulation S Global Note”), each of which will
be deposited with the Trustee as custodian for, and registered in the name of a
nominee of, DTC, for the account of Euroclear and Clearstream. See “The
Series 2015-3 Notes – Form of Series 2015-3 Notes”.
Transfer Restrictions ..... All Series 2015-3 Notes are subject to restrictions on transferability and resale,
and the Class D Notes are subject to additional restrictions on transferability.
See “Restrictions on Transfer”.
Tax Status ..................... Although there is no specific authority with respect to the characterization for
U.S. federal income tax purposes of securities having terms similar to the
Offered Series 2015-3 Notes, in the opinion of special tax counsel for the Issuer,
the Class A Notes, Class B Notes and Class C Notes will and the Class D Notes
should be characterized as indebtedness for U.S. federal income tax purposes.
Each Series 2015-3 Noteholder, by the acceptance of a Series 2015-3 Note, and
each Series 2015-3 Note Owner, by the acceptance of a beneficial interest in a
Series 2015-3 Note, will agree to treat such Series 2015-3 Note as indebtedness.
For additional information regarding the U.S. federal income tax consequences
of the Offered Series 2015-3 Notes, see “Certain U.S. Federal Income Tax
Consequences”.
ERISA Considerations .. Subject to the considerations discussed under “Certain ERISA Considerations”
herein, the Offered Series 2015-3 Notes (other than the Class D Notes) may be
purchased by certain employee benefit plan investors. The Class D Notes,
subject to the considerations discussed under “Certain ERISA Considerations”
herein, may be purchased from the Issuer by certain employee benefit plan
investors. Subsequent purchases of the Class D Notes by such plans will be
prohibited. For information regarding treatment of the Offered Series 2015-3
Notes under the Employee Retirement Income Security Act of 1974. See
“Certain ERISA Considerations” herein.
Legal Investment........... The Issuer has not registered under the Investment Company Act. Although
there may be additional exclusions or exemptions from registration under the
Investment Company Act available to the Issuer, the Issuer is able to rely on the
exclusion or exemption from the definition of “investment company” under
Rule 3a-7 under the Investment Company Act. The Issuer has been structured
so as not to constitute a “covered fund” for purposes of the Volcker Rule. See
“Risk Factors – Risks Related to Certain Financial Reform Regulations,
Liquidity and the Form of Notes”.
22
Confidentiality .............. Each Series 2015-3 Note Owner will agree, by accepting and holding a
beneficial interest in the Series 2015-3 Notes, to maintain the confidentiality of
all Confidential Information in accordance with procedures adopted by such
Series 2015-3 Note Owner in good faith to protect confidential information. See
“Confidential Information”.
23
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
For purposes of this section, references to “Hertz” means The Hertz Corporation and its
consolidated subsidiaries unless the context otherwise requires. Certain statements contained or
incorporated by reference in this Offering Circular include “forward looking statements”. Forward-
looking statements include information concerning Hertz’s liquidity and its possible or assumed future
results of operations, including descriptions of its business strategy. These statements often include
words such as “believe,” “expect,” “project,” “potential,” “anticipate,” “intend,” “plan,” “estimate,”
“seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements
are based on certain assumptions that Hertz has made in light of its experience in the industry as well as
its perceptions of historical trends, current conditions, expected future developments and other factors
Hertz believes are appropriate in these circumstances. Hertz believes these judgments are reasonable, but
you should understand that these statements are not guarantees of performance or results, and Hertz’s
actual results could differ materially from those expressed in the forward-looking statements due to a
variety of important factors, both positive and negative, including, among others, those that may be
disclosed from time to time in subsequent reports filed with the SEC, those described under “Item 1A—
Risk Factors” in Hertz’s Annual Report on Form 10-K for the year ended December 31, 2014, and those
described under the caption “Risk Factors” and elsewhere in this Offering Circular.
Some important factors that could affect Hertz’s actual results include, among others, the following:
 the effect of the restatement of Hertz’s previously issued financial results for the years ended
December 31, 2012 and 2013 as described in Note 2, “Restatement,” to the Notes to Hertz’s
consolidated financial statements under the caption Item 8, “Financial Statements and
Supplementary Data” in Hertz’s Annual Report on Form 10-K for the year ended December
31, 2014, and any claims, investigations or proceedings arising as a result;
 Hertz’s ability to remediate the material weaknesses in its internal controls over financial
reporting described in Item 9A, “Controls and Procedures,” of Hertz’s Annual Report on
Form 10-K for the year ended December 31, 2014;
 the effect of Hertz’s proposed separation of Hertz Equipment Rental Corporation, Hertz’s
wholly-owned equipment rental subsidiary, and ability to obtain the expected benefits of any
related transaction;
 levels of travel demand, particularly with respect to airline passenger traffic in the United
States and in global markets;
 significant changes in the competitive environment, including as a result of industry

consolidation, and the effect of competition in Hertz’s markets on rental volume and pricing,
including on Hertz’s pricing policies or use of incentives;
 an increase in Hertz’s fleet costs as a result of an increase in the cost of new vehicles and/or a
decrease in the price at which Hertz disposes of used vehicles either in the used vehicle
market or under repurchase or guaranteed depreciation programs;
 occurrences that disrupt rental activity during Hertz’s peak periods;
 Hertz’s ability to achieve and maintain cost savings and efficiencies and realize opportunities
to increase productivity and profitability;
24
 Hertz’s ability to accurately estimate future levels of rental activity and adjust the size and
mix of its fleet accordingly;
 Hertz’s ability to maintain sufficient liquidity and the availability to it of additional or

continued sources of financing for its revenue earning equipment and to refinance its existing
indebtedness;
 Hertz’s ability to integrate the car rental operations of Dollar Thrifty Automotive Group, Inc.
and realize operational efficiencies from the acquisition;
 Hertz’s ability to maintain access to third-party distribution channels, including current or

favorable prices, commission structures and transaction volumes;
 the operational and profitability impact of the divestitures that Hertz agreed to undertake in
order to secure regulatory approval for the acquisition of Dollar Thrifty Automotive Group,
Inc.;
 an increase in Hertz’s fleet costs or disruption to its rental activity, particularly during its
peak periods, due to safety recalls by the manufacturers of its vehicles and equipment;
 changes to Hertz’s senior management team;
 a major disruption in Hertz’s communication or centralized information networks;
 financial instability of the manufacturers of Hertz’s vehicles and equipment, which could
impact their ability to perform under agreements with us and/or their willingness or ability to
make cars available to Hertz or the rental car industry on commercially reasonable terms;
 any impact on Hertz from the actions of its franchisees, dealers and independent contractors;
 Hertz’s ability to maintain profitability during adverse economic cycles and unfavorable
external events (including war, terrorist acts, natural disasters and epidemic disease);
 shortages of fuel and increases or volatility in fuel costs;
 Hertz’s ability to successfully integrate acquisitions and complete dispositions;
 Hertz’s ability to maintain favorable brand recognition;
 costs and risks associated with litigation and investigations;
 risks related to Hertz’s indebtedness, including its substantial amount of debt, its ability to
incur substantially more debt and increases in interest rates or in its borrowing margins;
 Hertz’s ability to meet the financial and other covenants contained in its Senior Credit
Facilities, its outstanding unsecured Senior Notes and certain asset-backed and asset-based
arrangements;
25
 changes in accounting principles, or their application or interpretation, and Hertz’s ability to
make accurate estimates and the assumptions underlying the estimates, which could have an
effect on earnings;
 changes in the existing or the adoption of new laws, regulations, policies or other activities of
governments, agencies and similar organizations where such actions may affect Hertz’s
operations, the cost thereof or applicable tax rates;
 the effect of tangible and intangible asset impairment charges;
 Hertz’s exposure to uninsured claims in excess of historical levels;
 fluctuations in interest rates and commodity prices;
 Hertz’s exposure to fluctuations in foreign exchange rates; and
 other risks and uncertainties described in this Offering Circular and in the documents
incorporated by reference herein.
In light of these risks, uncertainties and assumptions, the forward-looking statements contained or
incorporated by reference in this Offering Circular might not prove to be accurate and you should not
place undue reliance upon them. All forward-looking statements attributable to the Issuer, Hertz or any
affiliate thereof or persons acting on the Issuer’s, Hertz’s or any such affiliate’s behalf are expressly
qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the
date made, and neither the Issuer nor Hertz undertakes any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future events or otherwise.
26
DOMESTIC RENTAL CAR FLEET INFORMATION
Set forth below are summary tables containing certain historical data related to the vehicles owned by HVF and RCFC for periods ranging
from January 2010 through June 2015. The values in the tables below represent (i) the average aggregate net book value of all Program Vehicles
and Non-Program Vehicles owned by HVF and RCFC, as applicable, measured as of the end of each month within the specified calendar year, (ii)
the mark-to-market and disposition proceeds testing results for Non-Program Vehicles, including the minimum value, maximum value and average
value with respect to each specified calendar year and (iii) the effective economic depreciation of vehicles owned by HVF and RCFC with respect
to the specified calendar year. The tables below include the values of vehicles owned by HVF and RCFC that are not HVF Series 2013-G1 Lease
Vehicles. Further historical data related to the vehicles owned by HVF and RCFC can be found in Annex II. The tables below should be read and
interpreted with the explanatory notes found in Annex II-A.
HVF and RCFC Historical Average Aggregate Net Book Value by Manufacturer of Total Vehicles ($)
Monthly Avg. for Monthly Avg. for Monthly Avg. for Monthly Avg. for Monthly Avg. for
12 Calendar 12 Calendar 12 Calendar 12 Calendar 12 Calendar
Months Ended Months Ended Months Ended Months Ended Months Ended As of June 30,
Manufacturer Dec. 31, 2010 Dec. 31, 2011 Dec. 31, 2012 Dec. 31, 2013 Dec. 31, 2014 2015
Chrysler $789,860,820 $768,884,773 $929,777,359 $1,185,423,467 $1,277,688,557 $1,658,498,715
Ford $1,103,055,807 $916,373,005 $1,150,816,087 $1,159,531,612 $717,544,746 $504,433,429
GM $1,676,987,865 $2,250,085,989 $2,446,037,927 $2,671,776,555 $2,667,801,533 $3,004,572,347
Hyundai $72,426,183 $43,185,084 $76,305,795 $175,558,075 $212,681,782 $496,518,742
Kia $208,256,210 $71,244,713 $101,642,148 $221,215,792 $273,821,855 $300,577,925
Mazda $301,461,649 $283,437,986 $293,276,181 $318,859,222 $251,424,074 $202,832,088
Mercedes $52,656,574 $34,273,249 $129,090,079 $201,375,884 $207,463,586 $115,682,472
Mitsubishi $39,499,450 $104,531,997 $113,900,063 $80,596,211 $42,103,274 $54,872,002
Nissan $908,706,472 $1,100,123,033 $1,247,517,839 $1,210,194,008 $1,173,912,648 $1,456,191,533
Toyota $1,321,244,452 $1,154,883,965 $963,891,376 $885,540,650 $1,023,167,050 $1,291,332,007
Volkswagen $63,732,129 $34,288,363 $108,925,185 $224,088,197 $140,128,396 $97,187,713
Other $191,935,274 $109,321,996 $172,436,187 $122,661,354 $178,624,691 $124,240,173
Total $6,729,822,887 $6,870,634,153 $7,733,616,226 $8,456,821,028 $8,166,362,191 $9,306,939,146
27
HVF and RCFC Historical Average Aggregate Net Book Value by Manufacturer of Program Vehicles ($)
Manufacturer Monthly Avg. for Monthly Avg. for Monthly Avg. for Monthly Avg. for Monthly Avg. for
Dec. 31, 2010 Dec. 31, 2011 Dec. 31, 2012 Dec. 31, 2013 Dec. 31, 2014 2015
Chrysler $284,648,903 $354,432,233 $76,160,909 $20,081,006 $473,749,872 $1,369,936,891
Ford $614,442,013 $110,941,756 $108,466,295 $82,879,250 $17,543,520 $49,142,515
GM $1,277,723,491 $1,525,451,269 $762,552,512 $362,900,254 $1,159,241,297 $2,507,440,984
Hyundai $2,813,158 $7,288 - - - -
Kia $81,036,315 $3,337,503 $184 - $2,253,985 $51,219,192
Mazda $37,855,266 $3,523,936 $ 86,707 - - -
Mercedes - - - - - -
Mitsubishi - $25,357,390 $1,959,304 - - -
Nissan $227,254,201 $73,358,243 $20,333,238 $71,422 $42,545 -
Toyota $22,494,228 $132,407,304 $234,924,029 $9,634,170 $78,659,192 $95,770,386
Volkswagen - - - - - -
Other $105,179,865 $34,005,282 $95,087,622 $41,655,740 $65,580,994 $20,206,022
Total Program $2,653,447,441 $2,262,822,203 $1,299,570,800 $517,221,842 $1,797,071,404 $4,093,715,989

HVF and RCFC Historical Average Aggregate Net Book Value by Manufacturer of Non- Program Vehicles ($)
Chrysler $505,211,917 $414,452,540 $853,616,450 $1,165,342,462 $803,938,685 $288,561,824
Ford $488,613,794 $805,431,250 $1,042,349,792 $1,076,652,363 $700,001,227 $455,290,914
GM $399,264,374 $724,634,720 $1,683,485,414 $2,308,876,301 $1,508,560,236 $497,131,363
Hyundai $69,613,025 $43,177,796 $76,305,795 $175,558,075 $212,681,782 $496,518,742
Kia $127,219,896 $67,907,209 $101,641,964 $221,215,792 $271,567,870 $249,358,733
Mazda $263,606,383 $279,914,050 $293,189,475 $318,859,222 $251,424,074 $202,832,088
28
Mercedes $52,656,574 $34,273,249 $129,090,079 $201,375,884 $207,463,586 $115,682,472
Mitsubishi $39,499,450 $79,174,607 $111,940,759 $80,596,211 $42,103,274 $54,872,002
Nissan $681,452,271 $1,026,764,790 $1,227,184,601 $1,210,122,586 $1,173,870,103 $1,456,191,533
Toyota $1,298,750,224 $1,022,476,662 $728,967,347 $875,906,480 $944,507,858 $1,195,561,621
Volkswagen $63,732,129 $34,288,363 $108,925,185 $224,088,197 $140,128,396 $97,187,713
Other $86,755,409 $75,316,715 $77,348,565 $81,005,614 $113,043,696 $104,034,150
Total Non-
Program $4,076,375,446 $4,607,811,950 $6,434,045,426 $7,939,599,186 $6,369,290,787 $5,213,223,156

Total Fleet
NBV ($) $6,729,822,887 $6,870,634,153 $7,733,616,226 $8,456,821,028 $8,166,362,191 $9,306,939,146

Average
Months in
Service of
Vehicles in
Fleet 8.8 10.0 10.0 10.8 13.9 9.9

HVF and RCFC Historical Average Aggregate Net Book Value by Manufacturer of Total Vehicles (% of Total Average Fleet)
Chrysler 11.7% 11.2% 12.0% 14.0% 15.6% 17.8%
Ford 16.4% 13.3% 14.9% 13.7% 8.8% 5.4%
GM 24.9% 32.7% 31.6% 31.6% 32.7% 32.3%
Hyundai 1.1% 0.6% 1.0% 2.1% 2.6% 5.3%
Kia 3.1% 1.0% 1.3% 2.6% 3.4% 3.2%
Mazda 4.5% 4.1% 3.8% 3.8% 3.1% 2.2%
Mercedes 0.8% 0.5% 1.7% 2.4% 2.5% 1.2%
Mitsubishi 0.6% 1.5% 1.5% 1.0% 0.5% 0.6%
29
Nissan 13.5% 16.0% 16.1% 14.3% 14.4% 15.6%
Toyota 19.6% 16.8% 12.5% 10.5% 12.5% 13.9%
Volkswagen 0.9% 0.5% 1.4% 2.6% 1.7% 1.0%
Other 2.9% 1.6% 2.2% 1.5% 2.2% 1.3%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

HVF and RCFC Historical Average Aggregate Net Book Value by Manufacturer of Program Vehicles (% of Total Average Fleet)

Chrysler 4.2% 5.2% 1.0% 0.2% 5.8% 14.7%
Ford 9.1% 1.6% 1.4% 1.0% 0.2% 0.5%
GM 19.0% 22.2% 9.9% 4.3% 14.2% 26.9%
Hyundai 0.0% 0.0% - - - -
Kia 1.2% 0.0% 0.0% - 0.0% 0.6%
Mazda 0.6% 0.1% 0.0% - - -
Mercedes - - - - - -
Mitsubishi - 0.4% 0.0% - - -
Nissan 3.4% 1.1% 0.3% 0.0% 0.0% -
Toyota 0.3% 1.9% 3.0% 0.1% 1.0% 1.0%
Volkswagen - - - - - -
Other 1.6% 0.5% 1.2% 0.5% 0.8% 0.2%
Total
Program 39.4% 32.9% 16.8% 6.1% 22.0% 44.0%

30
HVF and RCFC Historical Average Aggregate Net Book Value by Manufacturer of Non-Program Vehicles (% of Total Average Fleet)
Chrysler 7.5% 6.0% 11.0% 13.8% 9.8% 3.1%
Ford 7.3% 11.7% 13.5% 12.7% 8.6% 4.9%
GM 5.9% 10.5% 21.8% 27.3% 18.5% 5.3%
Hyundai 1.0% 0.6% 1.0% 2.1% 2.6% 5.3%
Kia 1.9% 1.0% 1.3% 2.6% 3.3% 2.7%
Mazda 3.9% 4.1% 3.8% 3.8% 3.1% 2.2%
Mercedes 0.8% 0.5% 1.7% 2.4% 2.5% 1.2%
Mitsubishi 0.6% 1.2% 1.4% 1.0% 0.5% 0.6%
Nissan 10.1% 14.9% 15.9% 14.3% 14.4% 15.6%
Toyota 19.3% 14.9% 9.4% 10.4% 11.6% 12.8%
Volkswagen 0.9% 0.5% 1.4% 2.6% 1.7% 1.0%
Other 1.3% 1.1% 1.0% 1.0% 1.4% 1.1%
Total Non-
Program 60.6% 67.1% 83.2% 93.9% 78.0% 56.0%

Historical Mark-to-Market and Disposition Proceeds Testing Results
Non-Program Vehicles
Trailing Three-Month Fair Market Value / Net Book Trailing Three-Month Disposition Proceeds / Disposition
Value Net Book Value
(1) (1)
Calendar Year Average Minimum Maximum Average Minimum Maximum
2009 113.18% 111.52% 116.45% 102.88% 101.06% 106.46%
2010 112.22% 107.00% 118.97% 106.15% 104.11% 108.85%
2011 115.39% 107.84% 122.43% 111.54% 104.58% 118.56%
2012 107.80% 101.05% 113.41% 108.56% 100.45% 116.64%
2013 102.34% 100.35% 104.35% 100.60% 96.66% 102.61%
31
2014 107.08% 102.64% 110.73% 103.62% 94.16% 109.48%
2015(2) 105.04% 102.92% 106.62% 109.35% 101.14% 114.30%
(1) Average Trailing Three-Month Fair Market Value / Net Book Value and Average Trailing Three-Month Disposition Proceeds /
Disposition Net Book Value are calculated by taking the sum of the Trailing Three-Month Average of each value for each calendar
month in the respective calendar year as shown in Annex II-F and dividing that amount by the number of calendar months in the
calendar year
(2) Data for 2015 is as of June 30, 2015

HVF and RCFC Effective Economic Depreciation Experience
July 1, 2012 January 1, 2015
through Dec. 31, through
Calendar Year 2012 2013 2014 June 30, 2015
Program Vehicles
Total Number of Vehicles Sold 35,094 28,703 54,106 46,622
Avg. Months In Service 7.28 7.41 8.28 9.21
Avg. Economic Dep. Rate 1.73% 1.48% 1.00% 1.04%
Avg. Excess Mile Charge 0.07% 0.03% 0.28% 0.14%
Avg. Excess Damage Charge 0.47% 0.39% 0.45% 0.59%
Avg. Early Term Charge 0.05% 0.04% 0.06% 0.07%
Avg. Total Charges 0.59% 0.46% 0.79% 0.80%
Non-Program Vehicles
Avg. Months In Service 19.73 19.12 23.91 26.51
Avg. Economic Dep. Rate 1.57% 1.57% 1.60% 1.53%
Combined Vehicles
Avg. Months In Service (1) 14.49 17.44 20.11 21.41
Avg. Economic Dep. Rate (2) 1.64% 1.56% 1.45% 1.39%
32
(1) Avg. Months in Service for the Combined Vehicles is calculated as the sum of the product of the Total Number of Program Vehicles Sold and
the Avg. Months in Service of Program Vehicles plus the product of the Total Number of Non-Program Vehicles Sold and the Avg. Months in
Service of Non-Program Vehicles, divided by the Total Number of Vehicles Sold
(2) Avg. Economic Dep. Rate for the Combined Vehicles is calculated as the sum of the product of the Total Number of Program Vehicles Sold
and the Avg. Economic Dep. Rate of Program Vehicles plus the product of the Total Number of Non-Program Vehicles Sold and the Avg.
Economic Dep. Rate of Non-Program Vehicles, divided by the Total Number of Vehicles Sold
Prior to the Series 2015-3 Closing Date, upon written request to the Issuer by a prospective investor in the Offered Series 2015-3 Notes,
the Issuer will make available to such prospective investor in an electronic form the data in Annex II, which may be provided on a password
protected website or other electronic medium. Any such information provided by the Issuer will be provided on a strictly confidential basis, and
the delivery of any such information may be conditioned upon such prospective investor’s entry into a confidentiality agreement acceptable in
form and substance to the Issuer in the Issuer’s sole and absolute discretion.
33
RISK FACTORS
Risks Related to the Probability of Default of the Guarantor and the Servicer under the HVF Series
2013-G1 Lease and Risks Related to Hertz’s Business
For purposes of this section, references to “Hertz” means The Hertz Corporation and its
consolidated subsidiaries unless the context otherwise requires.
Various general economic, industry and other factors could materially adversely affect the
business and operations of Hertz and may impair the ability of Hertz to make payments under one or more
Group I Leases or perform its obligations under the transaction documents. Any such payment or other
performance failure may adversely impact the timing and amount of payments required to be made by the
Issuer under the Series 2015-3 Notes. In addition to the other information and risks described herein, you
should carefully consider each of the risks and uncertainties described in Hertz’s Annual Report on
Form 10-K for the year ended December 31, 2014 and the other information included or incorporated by
reference in this Offering Circular. Such risks and uncertainties could materially and adversely affect
Hertz’s business, financial condition, operating results or cash flow, and because Hertz acts as the
Guarantor under the HVF Series 2013-G1 Lease, any such material adverse effect on Hertz could
materially adversely affect payments under the HVF Series 2013-G1 Lease and in turn payments on the
Series 2015-3 Notes. However, such risks and uncertainties are not the only risks and uncertainties facing
Hertz and it is possible that other risks and uncertainties might adversely impact Hertz and such impact
may be significant. Additional risks and uncertainties not currently known to Hertz or those it currently
views to be immaterial also may materially and adversely affect its business, financial condition, results
of operations or cash flow.
Risks Related to the Collateral Available to Noteholders
The Series 2015-3 Noteholders will only have recourse for payment of the Offered Series 2015-3 Notes to
a segregated portion of the Issuer’s assets, which is limited to the Series 2015-3 Collateral and may not
be sufficient to repay the Offered Series 2015-3 Notes in full.
The Issuer is a special purpose limited partnership, having virtually no assets other than its right,
title and interest in, to and under (i) the portion of Series 2015-3 Collateral pledged pursuant to the Group
I Supplement to secure the Group I Notes and the remaining Series 2015-3 Collateral pledged pursuant to
the Series 2015-3 Supplement to secure the Offered Series 2015-3 Notes (and, in part as further described
herein, to secure the Class E Notes, if issued), (ii) any Group-Specific Collateral pledged for the benefit of
Groups of Notes other than the Group I Notes (and in which the Series 2015-3 Noteholders will have no
rights), and (iii) Series-Specific Collateral pledged for the exclusive benefit of a Series of Notes other
than the Series 2015-3 Notes (and in which the Series 2015-3 Noteholders will have no rights). See
“Description of Group I Notes: Underlying Indentures and Certain Related Documents – The Group I
Supplement”, and see the diagram under “Group I Leasing Company Notes: Generally” on page D-1. The
Series 2015-3 Notes represent obligations solely of the Issuer, and the Series 2015-3 Noteholders will
have recourse solely to the Series 2015-3 Collateral for payments on the Offered Series 2015-3 Notes
(and, in part as further described herein, for payments on the Class E Notes, if issued). The Series 2015-3
Notes do not represent obligations of, and are not guaranteed by, Hertz, HVF, HGI, the Nominee, RCFC,
any Manufacturer or any affiliate of a Manufacturer. Although the Trustee has the right to enforce
directly or indirectly certain rights and remedies against the Issuer and the Group I Leasing Companies
upon the occurrence of certain amortization events or events of default as set forth in the Series 2015-3
Related Documents, there can be no assurance that the Series 2015-3 Collateral will be sufficiently liquid
or sufficient in amount to cause the Series 2015-3 Notes to be repaid in full at such time.
34
The Issuer has not pledged and does not intend to pledge any assets to support the Offered Series
2015-3 Notes other than the Series 2015-3 Collateral (including any Class A/B/C/D Letter of Credit,
which Class A/B/C/D Letters of Credit are issued directly to the Trustee rather than pledged by the
Issuer). Series 2015-3 Noteholders must rely solely upon such Series 2015-3 Collateral for payments in
respect of the Offered Series 2015-3 Notes (and, in part as further described herein, for payments in
respect of the Class E Notes, if issued).
The Issuer, as the HVF Series 2013-G1 Noteholder, only has recourse for payment of the HVF Series
2013-G1 Note to a segregated portion of HVF’s assets, which is limited to the HVF Series 2013-G1
Collateral and may not be sufficient to repay the HVF Series 2013-G1 Note in full.
HVF is a special purpose limited liability company, having virtually no assets other than its right,
title and interest in, to and under (i) the HVF Series 2013-G1 Collateral pledged pursuant to the HVF
Series 2013-G1 Supplement and the Collateral Agency Agreement, (ii) the HVF Collateral pledged
pursuant to the HVF Base Indenture and the Collateral Agency Agreement to secure the HVF Notes (and
in which such HVF Collateral, the Issuer, as HVF Series 2013-G1 Noteholder, will have no rights), and
(iii) any HVF Series-Specific Collateral pledged for the exclusive benefit of an HVF Segregated Series of
Notes other than the HVF Series 2013-G1 Note (and in which such HVF Series-Specific Collateral, the
Issuer, as HVF Series 2013-G1 Noteholder, will have no rights). See “Description of Group I Notes:
Underlying Indentures and Certain Related Documents – Group I Leasing Company Notes: The HVF
Series 2013-G1 Note”, and see the diagram under “Group I Leasing Company Notes: The HVF Series
2013-G1 Note” on page D-2. The HVF Series 2013-G1 Note represents obligations solely of HVF, and
the Issuer, as HVF Series 2013-G1 Noteholder, will have recourse solely to the HVF Series 2013-G1
Collateral for payments on the HVF Series 2013-G1 Note and must rely on the HVF Series 2013-G1
Collateral for repayment. The HVF Series 2013-G1 Note does not represent obligations of, and is not
guaranteed by, Hertz, HGI, RCFC, the Nominee, any Manufacturer or any affiliate of a Manufacturer.
Although the HVF Trustee has the right to enforce certain rights and remedies against HVF and the
lessees under the HVF Series 2013-G1 Lease upon the occurrence of certain events of default as set forth
in the HVF Series 2013-G1 Related Documents, there can be no assurance that the HVF Series 2013-G1
Collateral will be sufficiently liquid or sufficient in amount to cause the HVF Series 2013-G1 Note to be
repaid in full at such time.
HVF has not pledged and does not intend to pledge any assets to support the HVF Series 2013-
G1 Note other than the HVF Series 2013-G1 Collateral. The Issuer, as the HVF Series 2013-G1
Noteholder, must rely solely upon the HVF Series 2013-G1 Collateral for payments in respect of the HVF
Series 2013-G1 Note.
The Series 2015-3 Noteholders’ access to the collateral securing the HVF Series 2013-G1 Note will be
limited to the outstanding principal amount of the HVF Series 2013-G1 Note.
The Series 2015-3 Notes and all other Series of Group I Notes will be or are secured directly by
the Group I Indenture Collateral, which includes the HVF Series 2013-G1 Note, and indirectly by the
HVF Series 2013-G1 Collateral securing the HVF Series 2013-G1 Note, which includes the Series 2013-
G1 HVF Segregated Vehicle Collateral and HVF Series 2013-G1 Indenture Collateral, and any
Additional Group I Leasing Company Notes acquired by the Issuer in the future, including the collateral
securing such Additional Group I Leasing Company Notes. As such, the rights of the Series 2015-3
Noteholders and the other Group I Noteholders in and to the proceeds of the HVF Series 2013-G1
Collateral will be or are limited in the aggregate to the aggregate outstanding principal amount of the
HVF Series 2013-G1 Note and any Additional Group I Leasing Company Notes acquired by the Issuer in
the future. If, at any time, the Aggregate Group I Series Adjusted Principal Amount exceeds the
Aggregate Group I Leasing Company Note Principal Amount, the Series 2015-3 Notes and the other
35
Series of Group I Notes will be structurally under-collateralized and unsecured to the extent of such
excess. If such excess does exist and is not corrected, the proceeds of the Series 2015-3 Collateral may be
insufficient to repay the principal of the Series 2015-3 Notes and the other Group I Notes.
In certain instances, neither the Trustee nor the Collateral Agent, for the benefit of the Trustee, will have
a perfected security interest in certain of the Group I Eligible Vehicles, including certain of the HVF
Series 2013-G1 Lease Vehicles, and/or proceeds thereof.
Pursuant to the terms of the Collateral Agency Agreement, HVF has granted a security interest in
the HVF Series 2013-G1 Lease Vehicles to the Collateral Agent for the benefit of the Trustee on behalf of
the Group I Noteholders. Perfection of security interests in motor vehicles is generally governed by the
motor vehicle registration laws of the state in which the vehicle is located. In most states in which the
HVF Series 2013-G1 Lease Vehicles are located, a security interest in a vehicle is perfected by notation
of the secured party’s lien on the vehicle’s certificate of title and the payment of a nominal fee.
Under the Collateral Agency Agreement, Hertz, as Collateral Servicer, is generally obligated to
cause the lien of the Collateral Agent to be noted on the certificates of title for the Group I Eligible
Vehicles, including the HVF Series 2013-G1 Lease Vehicles (as more fully described herein under “The
Hertz Corporation – Collateral Servicer” and “Description of Group I Notes: Underlying Indentures and
Certain Related Documents —The Collateral Agency Agreement”). Under federal law and the laws of
many states, certain possessory liens, including mechanic’s liens and certain tax liens may take priority
over a perfected security interest in a motor vehicle, and such liens are permitted liens under the Series
2015-3 Related Documents. However, with respect to vehicles designated as “Non-Liened Vehicles”
under and in accordance with the Collateral Agency Agreement as described below, the lien of the
Collateral Agent will not be required to be noted on the certificates of title and, therefore, the security
interest with respect to such vehicles will not be perfected.
If the lien of the Collateral Agent is not noted on the certificate of title for a Group I Eligible
Vehicle, the Collateral Agent would not have a perfected security interest in such Group I Eligible
Vehicle and its security interest therein will be subordinated to the interests of, among others, (i)
subsequent purchasers of such Group I Eligible Vehicle that gave value without notice of the Collateral
Agent’s security interest and to whom a certificate of title is issued, (ii) holders of a perfected security
interest in such Group I Eligible Vehicle and (iii) the trustee in bankruptcy of the Group I Leasing
Company owning such Group I Eligible Vehicle (including as debtor in possession).
A specified percentage of the borrowing base with respect to the Series 2015-3 Notes (i.e., 0.50%
of the Group I Aggregate Asset Amount) may include Group I Eligible Vehicles for which the Collateral
Agent is not noted as the lienholder on the related certificates of title. Accordingly, the Collateral Agent
does not and will not have a perfected security interest in such Group I Eligible Vehicles designated as
Non-Liened Vehicles and its security interest therein is subordinated to the interests of, among others, (i)
subsequent purchasers of such Group I Eligible Vehicles that gave value without notice of the Collateral
Agent’s security interest and to whom a certificate of title is issued, (ii) holders of perfected security
interests in such Group I Eligible Vehicles and (iii) the trustee in bankruptcy of the Group I Leasing
Company that is the owner of such Group I Eligible Vehicles (including as debtor in possession). See
“Transaction Parties – The Hertz Corporation – Collateral Servicer”, “Borrowing Base and Advance
Rates – Advance Rate Adjustments for Concentration Limit Excesses” and “Description of Group I Notes:
Underlying Indentures and Certain Related Documents – The Collateral Agency Agreement”.
In certain instances related to the LKE Program, neither the Trustee nor the Collateral Agent, for the
benefit of the Trustee, will have a perfected security interest in proceeds of certain of the Group I
36
Eligible Vehicles, including certain of the HVF Series 2013-G1 Lease Vehicles, and/or such vehicles
themselves.
HVF expects to dispose of substantially all of the HVF Series 2013-G1 Lease Vehicles through
the Intermediary for sale to Manufacturers or to other third parties from time to time under the LKE
Program, although it is not obligated to do so. The Joint Collection Account, the account into which the
disposition proceeds of such HVF Series 2013-G1 Lease Vehicles are initially deposited, is a Collateral
Account maintained as a joint account in the name of both the Collateral Agent and the Intermediary, and
each Series 2013-G1 HVF Segregated Exchange Account, an account into which, under certain
circumstances, the portion of such disposition proceeds relating to Relinquished Property relating to
disposed HVF Series 2013-G1 Lease Vehicles are transferred, is a joint account in the name of both the
HVF Trustee and the Intermediary. Because the Treasury Regulations, with which the LKE Program
must comply, do not permit HVF to be in constructive receipt of any such proceeds, including while they
reside in the Joint Collection Account or any Series 2013-G1 HVF Segregated Exchange Account, the
Series 2015-3 Noteholders will not have the benefit, directly or indirectly, of a lien on any amounts on
deposit in such accounts. The terms of the Collateral Agency Agreement require that the Collateral
Servicer identify any funds deposited in a Collateral Account that represent proceeds of HVF Series
2013-G1 Lease Vehicles within seven (7) business days of the deposit thereof into such Collateral
Account, and the terms of the HVF Series 2013-G1 Supplement and the Master Exchange Agreement
require that Relinquished Property Proceeds arising from the disposition of HVF Series 2013-G1 Lease
Vehicles, once identified, be applied (by deposit into the Group I Collection Account) on a daily basis to
repay the outstanding principal amount of the HVF Series 2013-G1 Note. Notwithstanding such absence
of a lien on such proceeds, all cash and HVF Series 2013-G1 Permitted Investments on deposit in the
Series 2013-G1 HVF Segregated Exchange Accounts are included in the calculation of the Group I
Aggregate Asset Amount.
If a creditor of the Intermediary were to obtain a lien (whether by judgment or otherwise)

on the assets of the Intermediary, or if the Intermediary were to be involved in any insolvency or
bankruptcy proceedings as the debtor, the disposition proceeds of the HVF Series 2013-G1 Lease
Vehicles disposed of through the Intermediary may not be available to repay the HVF Series 2013-G1
Note (and, thereafter, the Series 2015-3 Notes) or there may be delays in applying those funds, which
could in turn cause delays or reductions in the amounts of payments of principal of and interest on the
Series 2015-3 Notes. See “– The bankruptcy of the Intermediary or the immediate and direct parent of
the Intermediary, currently DB Services Americas, Inc., could result in delayed or reduced payments on
the Series 2015-3 Notes, and in certain instances a bankruptcy court could consolidate the assets and
liabilities of the Intermediary with the assets and liabilities of DB Services Americas, Inc.”
The bankruptcy of Hertz could result in delayed rental payments under the Group I Leases, including the
HVF Series 2013-G1 Lease, and in certain instances a bankruptcy court could consolidate the assets and
liabilities of the Issuer and/or any Group I Leasing Company, including HVF, with the assets and
liabilities of Hertz or HGI.
If Hertz were to become a debtor in a bankruptcy case, delays in rental payments under a Group I
Lease, including the HVF Series 2013-G1 Lease, would be likely to occur or reductions in the amounts
of, or returns of, such payments would be likely to result, which would cause delays or reductions in the
amount of payments of principal and/or interest under the HVF Series 2013-G1 Note, which would in
turn cause delays in or reductions in the amount of payments of principal and/or interest under the Series
2015-3 Notes.
Both the Issuer and HVF have taken steps in structuring the transactions described herein that are
intended to ensure that the voluntary or involuntary application for relief by Hertz or HGI under the
37
Bankruptcy Code or similar state laws (“Insolvency Laws”) will not result in the consolidation of the
assets and liabilities of the Issuer or HVF with those of Hertz or HGI. With respect to HVF, these steps
include, among other things, the appointment of two Independent Directors for HVF, the creation of HVF
as a special purpose limited liability company pursuant to a limited liability company agreement
containing certain limitations (including restrictions on the nature of HVF’s business, restrictions on
HVF’s ability to commence a voluntary case or proceeding under any Insolvency Law with respect to
itself without the prior unanimous affirmative vote of all of its directors, the maintenance of separate
books and records and the requirement that all transactions between HVF and Hertz and its affiliates will
be on an arm’s-length basis). With respect to the Issuer, these steps include, among other things, the
appointment of two Independent Directors for HVF II GP Corp., the creation of the Issuer as a special
purpose limited partnership pursuant to a limited partnership agreement containing certain limitations
(including restrictions on the nature of the Issuer’s business, restrictions on the Issuer’s ability to
commence a voluntary case or proceeding under any Insolvency Law with respect to itself without the
prior unanimous affirmative vote of all of HVF II GP Corp.’s directors, the maintenance of separate
books and records and the requirement that all transactions between the Issuer and Hertz and its affiliates
will be on an arm’s-length basis). However, there can be no assurance that the activities of the Issuer or
HVF would not result in a court concluding that the assets and liabilities of the Issuer or HVF should be
consolidated with those of Hertz or HGI in a proceeding under any Insolvency Law. If a court were to
reach such a conclusion, then delays in payments on the Series 2015-3 Notes could occur and/or
reductions in the amounts of such payments could result. See “Transaction Parties – The Issuer – Hertz
Vehicle Financing II LP” and “Transaction Parties – Hertz Vehicle Financing LLC”.
On the Series 2015-3 Closing Date, the Issuer will obtain an opinion of special counsel to the
Issuer to the effect that, subject to certain assumptions, limitations and qualifications, in a properly
presented and argued case, it would not be a proper exercise by a court of its equitable discretion to
disregard the separate existence of the Issuer and to require the consolidation of the assets and liabilities
of the Issuer with the assets and liabilities of Hertz or HGI in the event of the application of any
Insolvency Law to Hertz or HGI. Among other things, it is assumed by such counsel for purposes of such
opinion that each of Hertz, HGI and the Issuer will follow certain procedures in the conduct of its affairs,
including maintaining separate records, books of account and bank accounts, refraining from
commingling each other’s assets (other than as expressly called for under the transaction documents) and
refraining from holding itself out as having agreed to pay, or being liable for, each other’s debts. Each of
Hertz, HGI and the Issuer has represented to such special counsel that it has followed and will follow
these and other procedures related to maintaining its separate identity.
The bankruptcy of the Intermediary or the immediate and direct parent of the Intermediary, currently DB
Services Americas, Inc., could result in delayed or reduced payments on the Series 2015-3 Notes, and in
certain instances a bankruptcy court could consolidate the assets and liabilities of the Intermediary with
the assets and liabilities of DB Services Americas, Inc.
If the Intermediary were to become a debtor in a bankruptcy case, then delays in or reductions in
the amounts of payments of principal of the Series 2015-3 Notes could occur.
In structuring the transactions described herein, the Intermediary has also taken steps that are
intended to ensure that the voluntary or involuntary application for relief by DB Services Americas, Inc.
under the Insolvency Laws will not result in the consolidation of the assets and liabilities of the
Intermediary with those of DB Services Americas, Inc. These steps include the appointment of two
independent directors for the Intermediary, the creation of the Intermediary as a special purpose
corporation pursuant to articles of incorporation containing certain limitations (including restrictions on
the nature of the Intermediary’s business, restrictions on the Intermediary’s ability to commence a
voluntary case or proceeding under any Insolvency Law with respect to itself without the prior unanimous
38
affirmative vote of all of its directors, the maintenance of separate books and records and the requirement
that all transactions between the Intermediary and DB Services Americas, Inc. and its affiliates will be on
an arm’s-length basis). However, there can be no assurance that the activities of the Intermediary would
not result in a court concluding that the assets and liabilities of the Intermediary should be consolidated
with those of DB Services Americas, Inc. in a proceeding under any Insolvency Law. If a court were to
reach such a conclusion, then delays in payments on the Series 2015-3 Notes could occur and/or
reductions in the amounts of such payments could result.
On the Series 2015-3 Closing Date, the Issuer will obtain an opinion of special counsel to the
Issuer to the effect that, subject to certain assumptions, limitations and qualifications, in a properly
presented and argued case, it would not be a proper exercise by a court of its equitable discretion to
disregard the separate existence of the Intermediary and to require the consolidation of the assets and
liabilities of the Intermediary with the assets and liabilities of DB Services Americas, Inc. in the event of
the application of any Insolvency Law to DB Services Americas, Inc. Among other things, it is assumed
by such counsel for purposes of such opinion that each of DB Services Americas, Inc. and the
Intermediary will follow certain procedures in the conduct of its affairs, including maintaining separate
records, books of account and bank accounts, refraining from commingling each other’s assets and
refraining from holding itself out as having agreed to pay, or being liable for, each other’s debts. Each of
DB Services Americas, Inc. and the Intermediary has represented to such special counsel that it has
followed and will follow these and other procedures related to maintaining its separate identity. Such
opinion of special counsel may be in the form of a reaffirmation of a previously-issued opinion in respect
of a previously issued opinion to the effect of the foregoing conclusion and subject to the foregoing
assumptions.
A bankruptcy court could recharacterize the HVF Series 2013-G1 Lease as a loan and, in such
circumstance, the HVF Series 2013-G1 Lease Vehicles would constitute part of the bankruptcy estate of
Hertz or one or more affiliates thereof.
The HVF Series 2013-G1 Lease is intended to constitute a true lease under which HVF remains
the owner of the HVF Series 2013-G1 Lease Vehicles. In the event that Hertz or another lessee under the
HVF Series 2013-G1 Lease were to become a debtor in a proceeding under an Insolvency Law, claimants
might argue that the HVF Series 2013-G1 Lease was not a true lease but a financing arrangement under
which ownership of the HVF Series 2013-G1 Lease Vehicles was effectively transferred to Hertz or such
other lessee. On the Series 2015-3 Closing Date, the Issuer will obtain an opinion of special counsel to
the Issuer and HVF to the effect that, subject to certain assumptions, limitations and qualifications, in a
properly presented and argued case, a bankruptcy court would hold that the HVF Series 2013-G1 Lease is
a true lease and, therefore, the HVF Series 2013-G1 Lease Vehicles would not constitute part of the
bankruptcy estate of Hertz. Such opinion of special counsel may be in the form of a reaffirmation of a
previously issued opinion in respect of a previously issued opinion to the effect of the foregoing
conclusion and subject to the foregoing assumptions.
If the HVF Series 2013-G1 Lease were characterized as a true lease, then pending a decision on
assumption or rejection (which, in a case under Chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code”), might not be made until the time of a confirmation hearing on a plan of
reorganization), HVF, the HVF Trustee, and the Collateral Agent will be precluded from repossessing the
HVF Series 2013-G1 Lease Vehicles, provided that Hertz resumes making lease payments within sixty
(60) days after the commencement of the Chapter 11 case, which sixty (60) day period could be extended
as a result of the bankruptcy court exercising its equitable powers. In the event of a suspension of lease
payments under the HVF Series 2013-G1 Lease during the sixty (60) day period after the commencement
of the Chapter 11 case or the failure of Hertz to resume making lease payments thereafter, delays in, or
39
reductions in the amount of, payments on the HVF Series 2013-G1 Note could occur, and consequently,
delays or reductions in the amount of payments on the Series 2015-3 Notes could occur.
If Hertz or any other lessee under the HVF Series 2013-G1 Lease were to become a debtor in a
proceeding under an Insolvency Law and if, in such a proceeding, the HVF Series 2013-G1 Lease were to
be characterized as a loan rather than a true lease, then the HVF Series 2013-G1 Lease Vehicles would be
part of Hertz’s (or such other lessee’s) bankruptcy estate and a court could find that HVF has no interest
in the HVF Series 2013-G1 Lease Vehicles or any security interest that HVF may have may be found to
be unperfected. If a court were to conclude that the HVF Series 2013-G1 Lease is a loan rather than a
true lease, then delays in payments on the Series 2015-3 Notes could occur and/or reductions in the
amounts of such payments could result.
The treatment of vehicle sales under the Master Purchase and Sale Agreement as a pledge of security
following a bankruptcy of HGI could result in late payments on the Series 2015-3 Notes and/or
reductions in the amounts of such payments.
The sales of HVF Series 2013-G1 Lease Vehicles by HGI to HVF pursuant to the Master
Purchase and Sale Agreement are intended to be true sales. If HGI were to become a debtor in a
proceeding under an Insolvency Law, claimants might argue that the sale of such HVF Series 2013-G1
Lease Vehicles was not a true sale but merely a pledge of security. Under this theory, a court could order
HVF to turn over the HVF Series 2013-G1 Lease Vehicles to HGI and treat such HVF Series 2013-G1
Lease Vehicles as assets included in the bankruptcy estate of HGI. In such a case, a court could find that
HVF’s interest in the HVF Series 2013-G1 Lease Vehicles is unperfected. If a court were to conclude
that the sale of the HVF Series 2013-G1 Lease Vehicles constitutes a grant of a security interest and not a
sale, then delays in payments on the Series 2015-3 Notes could occur and/or reductions in the amounts of
such payments could result. On the Series 2015-3 Closing Date, the Issuer will obtain an opinion of
special counsel to the Issuer to the effect that, subject to certain assumptions, limitations and
qualifications, in a properly presented and argued case, a bankruptcy court would properly determine that
the sale and conveyance of the HVF Series 2013-G1 Lease Vehicles from HGI to HVF constitutes a sale
and not a grant of a security interest, and accordingly (i) would not be entitled to compel the turn over of
the HVF Series 2013-G1 Lease Vehicles to HGI, and (ii) would not be entitled to treat the HVF Series
2013-G1 Lease Vehicles as assets included in the bankruptcy estate of HGI. Such opinion of special
counsel may be in the form of a reaffirmation of a previously issued opinion in respect of a previously
issued opinion to the effect of the foregoing conclusion and subject to the foregoing assumptions. See
“Description of Group I Notes: Underlying Indentures and Certain Related Documents – Master
Purchase and Sale Agreement”.
The treatment of the sale of RCFC’s vehicles to HVF in connection with the RCFC Nominee Trigger Date
as a pledge of security following a bankruptcy of RCFC could result in late payments on the Series 2015-
3 Notes and/or reductions in the amounts of such payments.
HVF is permitted to purchase from RCFC vehicles owned by RCFC at some point after the
closing date, while causing RCFC to retain title to such vehicles as a nominee titleholder for HVF. The
inclusion of such vehicles as HVF Series 2013-G1 Eligible Vehicles will be subject to the occurrence of
the RCFC Nominee Trigger Date, which occurs upon the satisfaction of certain conditions described
herein (including, among other things, certification as to RCFC having no indebtedness outstanding (other
than certain contingent obligations)) regarding RCFC’s ability to serve as a nominee titleholder for HVF.
The contemplated future sale of vehicles by RCFC to HVF in connection with the occurrence of the
RCFC Nominee Trigger Date is intended to be a true sale. If RCFC were to become a debtor in a
proceeding under an Insolvency Law, claimants might argue that the sale of such vehicles was not a true
sale but merely a pledge of security. Under this theory, a court could order HVF to turn over such
40
vehicles to RCFC and treat such vehicles as assets included in the bankruptcy estate of RCFC. In such a
case, a court could find that HVF’s interest in such vehicles is unperfected. If a court were to conclude
that such sale of such vehicles constitutes a grant of a security interest and not a sale, then delays in
payments on the Series 2015-3 Notes could occur and/or reductions in the amounts of such payments
could result. See “Description of Group I Notes: Underlying Indentures and Certain Related Documents
– RCFC Nominee Structure”.
The bankruptcy of the Nominee or the RCFC Nominee could result in delayed or reduced payments on the
Subject to certain exceptions described at the end of this paragraph, the Group I Eligible Vehicles
are and will be titled in the name of the Nominee, pursuant to the Third Amended and Restated Vehicle
Title Nominee Agreement, dated as of November 25, 2013 (as amended, modified or supplemented from
time to time, the “Nominee Agreement”), among the Nominee, HVF, HGI, Hertz, the Collateral Agent
and those affiliates of Hertz from time to time becoming party thereto by execution of a permitted joinder.
Pursuant to the Collateral Agency Agreement, the Collateral Servicer is obligated to hold the certificates
of title for the Group I Eligible Vehicles in its capacity as agent of, and custodian for, the Collateral
Agent. The Collateral Servicer is obligated to hold such certificates of title, under lock and key, in a fire
resistant location at one or more of the offices specified in a writing by the Collateral Servicer delivered
to the Collateral Agent pursuant to the terms of the Collateral Agency Agreement. Under the Collateral
Agency Agreement, the Collateral Servicer is permitted to designate an agent to hold the certificates of
title on its behalf. The Collateral Servicer has appointed CT Services Inc. (“CT”) and SGS North
America Inc. (“SGS”) as its agents. The Collateral Servicer retains all liability and responsibility for any
duties that are delegated to its agents. Pursuant to the Second Amended and Restated Indemnification
Agreement, dated as of September 18, 2009, among, inter alia, Hertz, the Nominee, HGI and HVF (as
amended from time to time, the “Indemnification Agreement”), Hertz has agreed to indemnify HVF,
HGI, the Nominee and the HVF Trustee for, among other things, any losses that occur as a consequence
of any claim made on the HVF Series 2013-G1 Lease Vehicles as a result of the HVF Series 2013-G1
Lease Vehicles being titled in the name of the Nominee. The exceptions referenced at the beginning of
this paragraph include (i) Group I Eligible Vehicles may be titled in the name of the Group I Leasing
Company owning such Group I Eligible Vehicles and (ii) on any date on or after the RCFC Nominee
Trigger Date, certain Group I Eligible Vehicles may be titled in the name of RCFC, as nominee
titleholder for the related Group I Leasing Company. See “Transaction Parties – The Hertz Corporation
– Collateral Servicer”, “Transaction Parties – The Hertz Corporation – Nominee-Servicer” and
“Description of Group I Notes: Underlying Indentures and Certain Related Documents – RCFC Nominee
Structure”.
As described in “Transaction Parties – Hertz Vehicles LLC – General” and “Transaction Parties
– Special Purpose Entities”, the Nominee’s organizational documents limit its permitted activities to
acting as nominee titleholder under the Nominee Agreement and activities incidental thereto, and in
connection with such restrictions, which also include prohibitions on the Nominee’s incurrence of
Indebtedness, the Nominee is intended to be a bankruptcy-remote entity. On the Series 2015-3 Closing
Date, the Issuer will obtain an opinion of special counsel to the Issuer to the effect that, subject to certain
assumptions, limitations and qualifications, in a properly presented and argued case, a United States court
of appropriate jurisdiction would properly determine that only bare legal title in the HVF Series 2013-G1
Lease Vehicles, as opposed to any beneficial economic interest in the HVF Series 2013-G1 Lease
Vehicles, would become property of the Nominee’s bankruptcy estate if the Nominee were to become a
debtor under the Bankruptcy Code. Such opinion of special counsel may be in the form of a reaffirmation
of a previously issued opinion in respect of a previously issued opinion to the effect of the foregoing
conclusion and subject to the foregoing assumptions.
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It is a condition to the occurrence of the RCFC Nominee Trigger Date (prior to which date no
Group I Eligible Vehicles may be titled in the name of the RCFC Nominee) that the Trustee receive an
opinion of counsel stating that under New York law, a United States court of appropriate jurisdiction
would determine that only bare legal title in the vehicles titled in the name of RCFC pursuant to the
RCFC Nominee Agreement, as opposed to any beneficial economic interest in such vehicles, would
become property of RCFC’s bankruptcy estate if RCFC were to become a debtor under the Bankruptcy
Code. Another condition to the occurrence of the RCFC Nominee Trigger Date is the amendment of
RCFC’s organizational documents, which amendment will limit RCFC’s permitted activities to acting as
nominee titleholder under the RCFC Nominee Agreement and activities incidental thereto and prohibit
RCFC from incurring Indebtedness. See “Description of Group I Notes: Underlying Indentures and
Certain Related Documents – RCFC Nominee Structure”. However, unlike the Nominee and despite
such limited purpose restrictions and other restrictions to be effected that are intended to cause RCFC to
be a bankruptcy-remote entity after the RCFC Nominee Trigger Date, RCFC may, after the RCFC
Nominee Trigger Date, continue to have contingent obligations related to its retired, previously issued
indebtedness that could render RCFC insolvent if such contingent obligations were to exist and
materialize.
Notwithstanding any such opinions of counsel with respect to the Nominee and RCFC, there can
be no assurance that a court would not conclude that a beneficial economic interest (as opposed to bare
legal title) in some or all of the Group I Eligible Vehicles titled in the name of the Nominee or RCFC, as
the case may be, would become property of such entity’s bankruptcy estate if such entity were to become
a debtor under the Bankruptcy Code. If a court were to reach such a conclusion, then delays in payments
on the Series 2015-3 Notes could occur and/or reductions in the amounts of such payments could result.
The bankruptcy of the immediate and direct parent of the RCFC Nominee, currently DTAG (such parent,
the “RCFC Nominee Parent”), could result in delayed or reduced payments on the Series 2015-3 Notes,
and in certain instances a bankruptcy court could consolidate the assets and liabilities of the RCFC
Nominee, with the assets and liabilities of the RCFC Nominee Parent.
As discussed above, following the RCFC Nominee Trigger Date, certain Group I Eligible
Vehicles may be titled in the name of the RCFC Nominee. See “– The treatment of the sale of RCFC’s
vehicles to HVF in connection with the RCFC Nominee Trigger Date as a pledge of security following a
bankruptcy of RCFC could result in late payments on the Series 2015-3 Notes and/or reductions in the
amounts of such payments.”, “– The bankruptcy of the Nominee or the RCFC Nominee could result in
delayed or reduced payments on the Series 2015-3 Notes.” and “Description of Group I Notes:
Underlying Indentures and Certain Related Documents – RCFC Nominee Structure.” The RCFC
Nominee has taken and, in connection with the RCFC Nominee Trigger Date, will take steps in
structuring the transactions described herein that are intended to ensure that the voluntary or involuntary
application for relief by the RCFC Nominee Parent under the Insolvency Laws will not result in the
consolidation of the assets and liabilities of the RCFC Nominee with those of the RCFC Nominee Parent.
These steps include, among other things, the appointment of two Independent Directors for the RCFC
Nominee, the amendment of the RCFC Nominee’s organizational documents to contain certain
limitations (including restrictions on the nature of the RCFC Nominee’s business, restrictions on the
RCFC Nominee’s ability to commence a voluntary case or proceeding under any Insolvency Law with
respect to itself without the prior unanimous affirmative vote of all of its directors, the maintenance of
separate books and records and the requirement that all transactions between the RCFC Nominee and the
RCFC Nominee Parent and its affiliates will be on an arm’s-length basis). However, there can be no
assurance that the activities of the RCFC Nominee would not result in a court concluding that the assets
and liabilities of the RCFC Nominee should be consolidated with those of the RCFC Nominee Parent in a
proceeding under any Insolvency Law. If a court were to reach such a conclusion, then delays in
payments on the Series 2015-3 Notes could occur and/or reductions in the amounts of such payments
42
could result. See “Description of Group I Notes: Underlying Indentures and Certain Related Documents
– RCFC Nominee Structure”.
It is a condition to the occurrence of the RCFC Nominee Trigger Date (prior to which date no
Group I Eligible Vehicles may be titled in the name of the RCFC Nominee) that the Trustee receive an
opinion of counsel to the effect that, subject to certain assumptions, limitations and qualifications, in a
properly presented and argued case, it would not be a proper exercise by a court of its equitable discretion
to disregard the separate existence of the RCFC Nominee and to require the consolidation of the assets
and liabilities of the RCFC Nominee with the assets and liabilities of the RCFC Nominee Parent in the
event of the application of any Insolvency Law to the RCFC Nominee Parent. Among other things, it
may be assumed by such counsel for purposes of such opinion that each of the RCFC Nominee Parent
and the RCFC Nominee will follow certain procedures in the conduct of its affairs, including maintaining
separate records, books of account and bank accounts, refraining from commingling each other’s assets
(other than as expressly called for under the transaction documents) and refraining from holding itself out
as having agreed to pay, or being liable for, each other’s debts. Each of the RCFC Nominee Parent and
the RCFC Nominee will represent to such counsel that it has followed and will follow these and other
procedures related to maintaining its separate identity.
The disposition proceeds from the Group I Eligible Vehicles, including the HVF Series 2013-G1 Lease
Vehicles, will be commingled with the disposition proceeds from other vehicles against which creditors of
HGI and Hertz may have a claim.
Most of the disposition proceeds from the sales to unaffiliated third parties of Group I Eligible
Vehicles, including the HVF Series 2013-G1 Lease Vehicles, are deposited directly into a Collateral
Account together with the proceeds of other vehicles that are not Series 2015-3 Collateral (directly or
indirectly) and that are owned by Hertz, HVF and other Hertz affiliates. Each of HVF, HGI and Hertz has
granted a security interest in its rights, title and interest in such Collateral Account to the extent of funds
on deposit therein constituting proceeds from the sale of vehicles previously owned by it subject to the
limitations described above regarding constructive receipt of funds prohibited by the Treasury
Regulations with which the LKE Program must comply.
The Collateral Servicer is obligated to identify the proceeds of the HVF Series 2013-G1 Lease
Vehicles within seven (7) business days after deposit of such proceeds in a Collateral Account. Any cash
proceeds of HVF Series 2013-G1 Lease Vehicles on deposit in any Collateral Account that are
Relinquished Property Proceeds are not subject to any security interest for the benefit of the Issuer, as
HVF Series 2013-G1 Noteholder, and while on deposit in a Collateral Account, could be subject to
potential claims of creditors of Hertz and HGI. See “– In certain instances related to the LKE Program,
neither the Trustee nor the Collateral Agent, for the benefit of the Trustee, will have a perfected security
interest in proceeds of certain of the Group I Eligible Vehicles, including certain of the HVF Series 2013-
G1 Lease Vehicles, and/or such vehicles themselves.”. In addition, if the cash proceeds of HVF Series
2013-G1 Lease Vehicles on deposit in any Collateral Account that are not Relinquished Property
Proceeds are not identifiable, the security interest for the benefit of the Trustee in such proceeds will be
unperfected. If Hertz and/or HGI were to become a debtor in a bankruptcy case and creditors of Hertz or
HGI were to assert claims against the Collateral Accounts and/or amounts on deposit in the Collateral
Accounts, delays in payments on the HVF Series 2013-G1 Note and the Series 2015-3 Notes could occur
and/or reductions in the amounts of such payments could result.
In addition, HVF Series 2013-G1 Lease Vehicles may be sold, from time to time, to third parties.
The proceeds of the sale may be remitted directly to HVF, Hertz or another affiliate of Hertz rather than
to a Collateral Account. In such event, the proceeds of the sale of such HVF Series 2013-G1 Lease
Vehicles could be commingled with the general assets of HVF, Hertz or another affiliate of Hertz. Each
43
of HVF and Hertz is obligated to deposit any such proceeds into a Collateral Account not later than
two (2) business days after receipt thereof. If such proceeds held by Hertz are not identifiable, any such
proceeds will be subject to potential claims of Hertz creditors if Hertz were to become debtor in a
bankruptcy case.
The Back-up Disposition Agent may not be required to perform under the HVF Series 2013-G1 Back-up
Disposition Agent Agreement, and the Back-up Disposition Agent may incur costs and experience delays
in locating, recovering and realizing upon the HVF Series 2013-G1 Lease Vehicles.
Hertz has entered into the HVF Series 2013-G1 Back-up Disposition Agent Agreement with the
Back-up Disposition Agent, pursuant to which the Back-up Disposition Agent has agreed, among other
things, to be prepared to locate, take possession of and sell HVF Series 2013-G1 Lease Vehicles, if so
directed by the HVF Trustee at any time during the continuance of a Servicer Default with respect to the
HVF Series 2013-G1 Lease while a Group I Liquidation Event is then continuing. The net proceeds from
any such sales will be used to reduce the outstanding amount of the HVF Series 2013-G1 Note and, in
turn, repay any Series of Group I Notes that were subject to such Group I Liquidation Event. Under the
HVF Series 2013-G1 Back-up Disposition Agent Agreement, however, the Back-up Disposition Agent
will not be required upon direction from the HVF Trustee to perform its duties with respect to locating,
taking possession of, and disposing of the HVF Series 2013-G1 Lease Vehicles unless HVF, an entity
with a credit rating at least equal to “BBB-” from S&P or “Baa3” from Moody’s, or an entity otherwise
acceptable to the Back-up Disposition Agent, has agreed to assume the obligations of Hertz under the
HVF Series 2013-G1 Back-up Disposition Agent Agreement (including the obligation to pay the fees and
expenses of the Back-up Disposition Agent). If no such entity can be located or will agree to assume such
obligations, then at any time during which such triggering events are continuing, the Series 2015-3
Noteholders will have to rely on the HVF Trustee and the Collateral Agent to effect any such liquidation
of HVF Series 2013-G1 Lease Vehicles pursuant to the provisions of the HVF Series 2013-G1
Supplement and the Collateral Agency Agreement. There can be no assurance that the HVF Trustee
and/or the Collateral Agent will have the ability to dispose of a sufficient number of HVF Series 2013-G1
Lease Vehicles to repay the applicable Series of Group I Notes, or to dispose of such HVF Series 2013-
G1 Lease Vehicles in a cost-efficient or timely manner. In addition, if HVF were to assume the
obligations of Hertz to pay the fees and expenses of the Back-up Disposition Agent, the disposition
proceeds available to pay principal of and interest on the Series 2015-3 Notes would be reduced by the
amount of such fees and expenses. See “Back-up Disposition Agent – HVF Series 2013-G1 Back-up
Disposition Agent”.
The Back-up Disposition Agent generally may not resign or terminate the HVF Series 2013-G1
Back-up Disposition Agent Agreement and may not be removed by or by the Trustee unless and until (i) a
successor Back-up Disposition Agent has been appointed and (ii) such successor Back-up Disposition
Agent agrees in writing to be bound by the terms of the HVF Series 2013-G1 Back-up Disposition Agent
Agreement in the same manner as the Back-up Disposition Agent is bound or by such other terms as may
be acceptable to Hertz and the Trustee. However, if any yearly maintenance fee owing to the Back-up
Disposition Agent under the Back-up Disposition Agent Agreement is more than thirty (30) days past due
and owing, the Back-up Disposition Agent will be under no obligation to perform its duties under the
HVF Series 2013-G1 Back-up Disposition Agent Agreement until such past due amounts are paid in full.
If the yearly fee due to the Back-up Disposition Agent is more than thirty (30) days past due and owing
and no successor Back-up Disposition Agent has been appointed in accordance with the procedure
described above, the Series 2015-3 Noteholders will have to rely on the HVF Trustee and the Collateral
Agent to effect any such liquidation of HVF Series 2013-G1 Lease Vehicles pursuant to the provisions of
the HVF Series 2013-G1 Supplement and the Collateral Agency Agreement. There can be no assurance
that the HVF Trustee and/or the Collateral Agent will have the ability to dispose of a sufficient number of
HVF Series 2013-G1 Lease Vehicles to repay the applicable Series of Group I Notes, or to dispose of
44
such HVF Series 2013-G1 Lease Vehicles in a cost-efficient or timely manner. In addition, if HVF were
to assume the obligations of Hertz to pay the fees and expenses of the Back-up Disposition Agent, the
disposition proceeds available to pay principal of and interest on the Series 2015-3 Notes would be
reduced by the amount of such fees and expenses. See “Back-up Disposition Agent – HVF Series 2013-
G1 Back-up Disposition Agent”.
In the event the Back-up Disposition Agent commences liquidation of the HVF Series 2013-G1
Lease Vehicles following a Series 2015-3 Liquidation Event, the Back-up Disposition Agent may incur
significant costs and delays in locating and recovering the HVF Series 2013-G1 Lease Vehicles, which
could adversely affect the timing and amount of payments on the Series 2015-3 Notes. In addition, the
Back-up Disposition Agent may not have access to the same or similar disposition channels as Hertz
and/or may be unable to realize the same or similar proceeds in respect of vehicle disposition utilizing the
same or similar channels as Hertz, any of which could adversely affect the timing and amount of
payments on the Series 2015-3 Notes.
Risks Related to Non-Program Vehicles
HVF owns vehicles that are not subject to a Group I Manufacturer Program, and these vehicles must be
sold in the used vehicle market.
Non-Program Vehicles will be sold at market prices through various disposition channels. Series
2015-3 Noteholders will bear the risk that such disposition proceeds with respect to Non-Program
Vehicles are less than the Group I Net Book Values of such Non-Program Vehicles if such vehicles are
required to be sold to make payments on the Series 2015-3 Notes.
The ratio of Program Vehicles to Non-Program Vehicles will vary over time. As more fully
described under “Borrowing Base and Advance Rate” herein and subject to the eligibility criteria
specified therein, the Series 2015-3 Blended Advance Rate may decrease as the ratio of Non-Program
Vehicles to Program Vehicles increases and if the market value or disposition proceeds of Non-Program
Vehicles decreases in comparison to the Group I Net Book Values of such Non-Program Vehicles. If the
Series 2015-3 Blended Advance Rate decreases (and, by implication, the amount of collateral required to
be maintained by HVF to indirectly secure, and/or by the Issuer to directly secure, the Series 2015-3
Notes increases) or the effective advance rate for another Series of Group I Notes, whether currently
existing or issued in the future, decreases (and, by implication, the amount of collateral required to be
maintained by HVF to indirectly secure, and/or by the Issuer to directly secure, such other Series of
Group I Notes increases), HVF and/or the Issuer may not have sufficient assets to increase the amount of
collateral and an Amortization Event with respect to the Series 2015-3 Notes may then occur and the
Series 2015-3 Noteholders may receive payments of principal of the Series 2015-3 Notes earlier or later
than expected and may realize losses in respect of the Series 2015-3 Notes.
Risks Related to Program Vehicles
Manufacturers may face significant challenges.
A portion of the Group I Eligible Vehicles will be eligible under Group I Manufacturer Programs
provided by Manufacturers. For a breakdown (by Group I Net Book Value and date) of the recent
composition of Group I Eligible Vehicles that were subject to Group I Manufacturer Programs, see
“Domestic Rental Car Fleet Information” and Annex II. There is no minimum or maximum percentage
of Group I Eligible Vehicles that may be subject to Group I Manufacturer Programs at any given time.
45
If a Manufacturer of Group I Eligible Vehicles subject to Group I Manufacturer Programs
generally defaults, liquidates, or otherwise fails to meets its Contractual Obligations, there is a risk that
such Manufacturer may fail to meet its obligations under its Group I Manufacturer Programs.
The failure of a Manufacturer to meet its obligations under its Group I Manufacturer Program could
negatively impact the Issuer’s ability to make payments on the Series 2015-3 Notes.
If a Manufacturer were unable to, or unwilling to, honor its obligations under its Group I
Manufacturer Program as a result of bankruptcy or otherwise, the Issuer, through the applicable Group I
Leasing Company, could have a substantial unpaid claim against such Manufacturer, particularly with
respect to HVF Series 2013-G1 Lease Vehicles that were either resold for an amount less than the amount
guaranteed under such Manufacturer’s Group I Guaranteed Depreciation Program and consequently
subject to a “true-up” payment obligation from such Manufacturer or returned to such Manufacturer
pursuant to such Group I Manufacturer’s Group I Repurchase Program but for which such Manufacturer
has yet to pay. In addition, under those circumstances, the HVF Series 2013-G1 Lease Vehicles subject
to such Manufacturer Programs that had not yet been sold or returned to the Manufacturer would likely be
sold at auction or through other channels at market prices, increasing the Issuer’s exposure to the same
resale risks as those that apply to Non-Program Vehicles. See “Risk Factors – Risks Relating to Non-
Program Vehicles” above.
The disposition proceeds from Group I Eligible Vehicles, including HVF Series 2013-G1 Lease
Vehicles, available to, among other things, repay the Series 2015-3 Notes, will be reduced if, following a
Manufacturer default under its Group I Manufacturer Program, the prices at which the related Group I
Leasing Company, including HVF, is able to dispose of Group I Eligible Vehicles subject to a Group I
Manufacturer Program are less than the specified prices under such Group I Manufacturer Program,
which may occur because the Group I Leasing Companies, including HVF, typically pay more for the
Group I Eligible Vehicles subject to a Group I Manufacturer Program than they would pay to buy the
same car if it were not subject to a Group I Manufacturer Program and because the Group I Eligible
Vehicles, including the HVF Series 2013-G1 Lease Vehicles, subject to Group I Manufacturer Programs
are depreciated to the Repurchase Price or the guaranteed residual value agreed to by the Manufacturer,
which amount does not necessarily or directly take into consideration conditions in the used vehicle
marketplace. Therefore, the Group I Net Book Values of such Group I Eligible Vehicles subject to Group
I Manufacturer Programs are usually higher than the price that would be received upon the sale of such
Group I Eligible Vehicles into the used vehicle marketplace. As a result, any material failure by a
Manufacturer to fulfill its obligations under its Group I Manufacturer Program could have a material
adverse impact on the Issuer’s ability to make payments in respect of the Series 2015-3 Notes.
In the event that a Manufacturer were to fail to honor its repurchase obligations under its Group I
Manufacturer Program (in excess of a specified threshold; see the definition of “HVF Series 2013-G1
Manufacturer Event of Default”), or a Manufacturer were to become subject to certain bankruptcy or
insolvency proceedings, the Program Vehicles subject to the HVF Series 2013-G1 Lease manufactured by
such Manufacturer would be automatically redesignated to Non-Program Vehicles in accordance with the
requirements set forth in the HVF Series 2013-G1 Lease. In the event of any such redesignation of any
such vehicle, the lessee of such vehicle will be required to pay to HVF an amount equal to the excess, if
any, of the Group I Net Book Value of such vehicle as of the date of redesignation over the Market Value
of such vehicle as of such date. There can be no guarantee that such lessee will have the funds available
to make such payment, and any failure to make the payment could result in an Amortization Event with
respect to the Series 2015-3 Notes and the Series 2015-3 Noteholders may receive payments of principal
of the Series 2015-3 Notes earlier or later than expected and may realize losses in respect of the Series
2015-3 Notes. See “Risk Factors – Risks Related to the Probability of Default of the Guarantor and the
Servicer under the HVF Series 2013-G1 Lease – Risks Related to Hertz’s Business.”
46
Certain Group I Manufacturer Programs may contain minimum holding periods that could negatively
impact the Issuer’s ability to make payments on the Series 2015-3 Notes following the occurrence of a
Series 2015-3 Liquidation Event.
A Group I Manufacturer Program may require the Group I Leasing Company that owns Group I
Eligible Vehicles subject to such Group I Manufacturer Program to hold such Group I Eligible Vehicles
for a minimum period of time prior to such Manufacturer becoming obligated to repurchase or guarantee
the residual value of such Group I Eligible Vehicles. Because the Group I Net Book Values of Group I
Eligible Vehicles subject to Group I Manufacturer Programs are usually higher than the price that would
be received upon the sale of such Group I Eligible Vehicles into the used vehicle marketplace, if the
occurrence of a Series 2015-3 Liquidation Event were to result in the disposition of Group I Eligible
Vehicles subject to a Group I Manufacturer Program with respect to which the related minimum holding
period has not yet elapsed for such Group I Eligible Vehicles, then the disposition proceeds realized with
respect to such Group I Eligible Vehicles may be less than otherwise anticipated, which could have a
material adverse impact on the Issuer’s ability to make payments in respect of the Series 2015-3 Notes.
Risks Related to Vicarious Tort Liability
Group I Leasing Companies, including HVF, and the Nominee and RCFC may be subject to vicarious
tort liability claims.
The Group I Eligible Vehicles will be operated primarily by the rental customers of Hertz and
certain of its Affiliates. State laws differ as to whether anyone suffering injury to person or property as a
result of an accident involving a leased vehicle may bring an action against the person who is its legal
owner. On August 10, 2005, the Safe, Accountable, Flexible, Efficient Transportation Equity Act of 2005
(the “Transportation Act”) was enacted that limits the imposition of vicarious liability on vehicle rental
companies, including their affiliates engaged in the trade or business of renting or leasing motor vehicles,
for claims filed on or after its date of enactment. While state and federal courts considering whether the
Transportation Act preempts state laws permitting vicarious liability have generally concluded that such
laws are preempted with respect to cases commenced on or after August 10, 2005, there are no assurances
that future cases will result in the same outcome. Accordingly, any Group I Leasing Company, including
HVF, may in certain circumstances be the subject of an action for damages as a result of its ownership of
a Group I Eligible Vehicle, following an accident involving such Group I Eligible Vehicle. In addition,
the Nominee (and RCFC, after the RCFC Nominee Trigger Date), as titleholder of certain Group I
Eligible Vehicles, could also be subject to such an action as a result of its holding legal title to such Group
I Eligible Vehicles. In the event that all applicable insurance coverage were exhausted, Hertz were unable
to fulfill its obligations to indemnify the applicable Group I Leasing Company and the Nominee (and/or
RCFC, after the RCFC Nominee Trigger Date) against such claims and damages were assessed against
such Group I Leasing Company and the Nominee (and/or RCFC, after the RCFC Nominee Trigger Date),
claims could be made against the assets of such Group I Leasing Company and the Nominee (and/or
RCFC, after the RCFC Nominee Trigger Date), including the Group I Eligible Vehicles owned by such
Group I Leasing Company. To the extent that payment of such claims reduced the amounts otherwise
available to make payments on the Series 2015-3 Notes or subjected any Group I Leasing Company or the
Nominee (and/or RCFC, after the RCFC Nominee Trigger Date) to Insolvency Laws, amounts available
to make distributions to the Series 2015-3 Noteholders could be reduced and/or delayed.
Risks Related to Hertz in its Various Servicing and Administrative Capacities
The data in respect of Hertz’s and its affiliates’ domestic rental car fleet presented in this Offering
Circular under “Domestic Rental Car Fleet Information” and included in Annex II hereto and otherwise
47
furnished in connection herewith was originally created on multiple reporting systems using different
methodologies, and as such, the data itself is not fully comparable across all stated time periods.
As a result of (i) financing reporting system enhancements, (ii) the acquisition of Dollar Thrifty
Automotive Group, Inc. and associated systems integrations, and (iii) the different calculation
methodologies specified in the transaction documents governing HVF’s rental car securitization platform
prior to the formation of the Issuer, the transaction documents governing RCFC’s rental car securitization
platform prior to the formation of the Issuer and the transaction documents governing the Issuer’s rental
car securitization platform, the data in respect of Hertz’s and its affiliates’ domestic rental car fleet
presented in this Offering Circular under “Domestic Rental Car Fleet Information” and included in Annex
II hereto and otherwise furnished in connection herewith was originally calculated on several different
financial accounting and debt-compliance reporting systems, each of which systems effects and continues
to effect calculations based on different methodologies specific to their respective purposes. Accordingly,
financial and debt-compliance reporting in respect of certain assets for any given period may not be
comparable to such reporting in respect to such assets for other periods or to other assets for the same or
other periods. As a result of such incomparability, such data in respect of Hertz’s and its affiliates’
domestic rental car fleet presented in this Offering Circular and furnished in connection herewith may be
materially different than had such data been prepared using consistent systems and methodologies during
all applicable periods.
Security breaches of Hertz’s information technology infrastructure, system interruptions or operating

errors could result in late payments on the Series 2015-3 Notes and/or reductions in the amounts of such
payments.
Hertz has implemented security measures designed to protect against breaches of security and
other interference with its systems and networks resulting from attacks by third parties, including hackers,
and from employee or advisor error or malfeasance. Hertz also requires certain third party vendors, who
in the provision of services to it are provided with or process information pertaining to its or its Affiliates’
businesses, to meet certain information security standards. Despite these measures, Hertz cannot assure
investors that its systems and networks will not be subject to breaches, errors or interference.
The calculations and determinations made in connection with the Series 2015-3 Notes are highly
complicated and require the use of complex information technology systems and the application of such
systems cannot be guaranteed to produce accurate results, which inaccuracies could result in late
payments on the Series 2015-3 Notes and/or reductions in the amounts of such payments.
The calculations and determinations made in connection with the Series 2015-3 Notes are highly
complicated. In order to administer such complicated calculations and determinations, Hertz has
implemented a highly complex information technology infrastructure, which has been rigorously tested
for accuracy, consistency and quality control. Notwithstanding such testing, Hertz cannot assure
investors that such information technology system will not produce inaccurate calculations and/or
determinations, and such inaccuracies could adversely affect the timing or amount of payments in respect
of the Series 2015-3 Notes.
Risks Related to Credit Enhancement
Credit enhancement on the Series 2015-3 Notes will be limited to the credit enhancement that is set forth
in the Series 2015-3 Supplement.
The Series 2015-3 Supplement requires that credit enhancement be provided in limited amounts
to support the Issuer’s obligations to make payments due to the Series 2015-3 Noteholders and/or the
48
obligations of the Group I Lessees, including Hertz, to make payments to the Group I Leasing
Companies, including HVF, under the Group I Leases, including the HVF Series 2013-G1 Lease. Credit
enhancement will be provided in one or more forms referred to herein, including, but not limited to,
overcollateralization, subordination, letters of credit, cash collateral or reserve accounts and/or other
similar types of arrangements.
The collateral requirements set forth in the Series 2015-3 Supplement are dynamic and based
significantly on fleet composition. In certain cases, increased collateral may be required to be provided or
maintained by the Issuer, and the Issuer may be unable to provide such increased collateral, which
inability would result in an Amortization Event with respect to the Series 2015-3 Notes and the Series
2015-3 Noteholders may receive payments of principal of the Series 2015-3 Notes earlier or later than
expected and may realize losses in respect of the Series 2015-3 Notes.
As a result of the disposition proceeds test or the market value test, as applicable, the Series 2015-
3 Blended Advance Rate may decrease if the actual resale performance (in the aggregate) of Non-
Program Vehicles over three Series 2015-3 Measurement Months falls below specified levels or the
market values of Non-Program Vehicles (in the aggregate) fall below the Group I Net Book Values
thereof (in the aggregate) on certain dates. However, under the HVF Series 2013-G1 Lease, if an event of
bankruptcy were to occur with respect to a Manufacturer, then the Program Vehicles manufactured by
such Manufacturer will be automatically redesignated as Non-Program Vehicles, but such redesignation
will not become effective until the first calendar day of the calendar month following the date of such
event of bankruptcy. As a result of such timing delay, the mark-to-market test and disposition proceeds
test will not include Program Vehicles awaiting such redesignation and therefore any difference between
the market values or resale performance and Group I Net Book Values of such vehicles will not result in
an immediate decrease in the Series 2015-3 Blended Advance Rate. See “Borrowing Base and Advance
Rates” herein.
The Servicer (on behalf of HVF) is responsible for calculating depreciation charges with respect
to the HVF Series 2013-G1 Lease Vehicles under the terms of the HVF Series 2013-G1 Lease. If the
Servicer incorrectly calculates such depreciation charges in accordance with the terms of the HVF Series
2013-G1 Lease or if such calculations (made in accordance with the terms of the HVF Series 2013-G1
Lease) result in the Net Book Values of the HVF Series 2013-G1 Lease Vehicles exceeding their fair
market values, then the Issuer may be required to provide and maintain increased collateral in accordance
with the procedures for testing market value and/or disposition proceeds and HVF’s ability to repay the
HVF Series 2013-G1 Note, and in turn the Issuer’s ability to make payments in respect of the Series
2015-3 Notes, could be materially and adversely affected. See “Borrowing Base and Advance Rates –
Advance Rate Adjustments for Mark-to-Market and Disposition Proceeds Testing Results”, “Transaction
Parties - The Hertz Corporation – Servicer under the HVF Series 2013-G1 Lease” and the definition of
“Depreciation Charge” in the Glossary.
Because the categories of Group I Eligible Vehicles used in determining the effective
enhancement rate for the Series 2015-3 Notes are based in part on DBRS’s and Moody’s ratings or
deemed ratings of the Manufacturers, the Series 2015-3 Blended Advance Rate may also decrease if such
ratings fall below certain thresholds. As more fully described in “Borrowing Base and Advance Rate”,
the portion of the Group I Aggregate Asset Amount attributable to Group I Eligible Vehicles that are
subject to Manufacturer Programs from Manufacturers with a certain credit rating from DBRS and/or
Moody’s is subject to an advance rate that corresponds to such credit rating. Should a Manufacturer’s
credit rating fall or should any Group I Leasing Company be otherwise unable to continue purchasing
Group I Eligible Vehicles from Manufacturers that meet ratings thresholds which correspond to the higher
advance rates, the portion of the Group I Aggregate Asset Amount attributable to such Group I Eligible
Vehicles purchased from such lower-rated Manufacturers would be subject to a lower advance rate,
49
thereby increasing the amount of collateral required to be maintained by the Issuer. See “Borrowing Base
and Advance Rates” herein for more details.
In the event that the Series 2015-3 Blended Advance Rate decreases for any reason and the Issuer
is unable to provide the increased required amount of collateral, an Amortization Event with respect to the
Series 2015-3 Notes could occur and the Series 2015-3 Noteholders may receive payments of principal of
the Series 2015-3 Notes earlier or later than expected and may realize losses in respect of the Series 2015-
3 Notes. See “Risk Factors – Risks Related to Prepayment – Series 2015-3 Noteholders bear the risk of
prepayments on the Series 2015-3 Notes.”
Subordination of Payments on the Class B Notes, the Class C Notes and the Class D Notes.
The Class B Notes will be subordinated to the Class A Notes. Accordingly, no payments of
interest will be made to the Class B Noteholders on any Payment Date until all payments of interest due
to the Class A Noteholders on such Payment Date have been paid in full. In addition, during the Series
2015-3 Rapid Amortization Period, no payments of principal will be made to the Class B Noteholders
until the Class A Notes have been paid in full. The Class C Notes will be subordinated to the Class A
Notes and the Class B Notes. Accordingly, no payments of interest will be made to the Class C
Noteholders on any Payment Date until all payments of interest due to the Class A Noteholders and the
Class B Noteholders on such Payment Date have been paid in full. In addition, during the Series 2015-3
Rapid Amortization Period, no payments of principal will be made to the Class C Noteholders until the
Class A Notes and the Class B Notes have been paid in full. The Class D Notes will be subordinated to
the Class A Notes, the Class B Notes and the Class C Notes. Accordingly, no payments of interest will be
made to the Class D Noteholders on any Payment Date until all payments of interest due to the Class A
Noteholders, the Class B Noteholders and the Class C Noteholders on such Payment Date have been paid
in full. In addition, during the Series 2015-3 Rapid Amortization Period, no payments of principal will be
made to the Class D Noteholders until the Class A Notes, the Class B Notes and the Class C Notes have
been paid in full. See “The Series 2015-3 Notes – Subordination” herein.
As a result, if there are insufficient funds to pay the full amount of interest due on the Series
2015-3 Notes on any Payment Date, the interest due on the Class B Notes, the Class C Notes and/or the
Class D Notes, as the case may be, on such Payment Date will be deferred by the amount of such
deficiency (up to the full amount of interest due on the Class B Notes, the Class C Notes and/or the Class
D Notes, as the case may be, if less than such deficiency). In addition, if there are insufficient funds
available to repay the aggregate outstanding principal amount of the Series 2015-3 Notes when due, then
the principal amount of the Class B Notes, the Class C Notes and/or the Class D Notes, as the case may
be, may not be repaid to the extent of such deficiency.
Risks Related to Prepayment
Series 2015-3 Noteholders bear the risk of prepayments on the Series 2015-3 Notes.
Upon the occurrence of an Amortization Event with respect to the Series 2015-3 Notes, the Series
2015-3 Revolving Period will terminate and payments in respect of principal of the Series 2015-3 Notes
will commence on the first Payment Date following the end of the Series 2015-3 Revolving Period. Any
reinvestment risk due to early payment of the principal of the Series 2015-3 Notes that may result from
the occurrence of an Amortization Event will be borne entirely by the Series 2015-3 Noteholders. The
Series 2015-3 Notes will be subject to optional repurchase, in whole but not in part, by the Issuer on any
Payment Date, subject to payment by the Issuer of the Make-Whole Premium. See “The Series 2015-3
Notes – Optional Redemption”. Any reinvestment risk due to early payment of the principal of Series
50
2015-3 Notes that may result from an optional repurchase by the Issuer will be borne entirely by the
Series 2015-3 Noteholders with respect to which such repurchase was made.
The rate of prepayment of principal of the Series 2015-3 Notes during the Series 2015-3 Rapid
Amortization Period is dependent on the disposition proceeds received by the Issuer (or by Group I
Leasing Companies for the benefit of the Issuer).
During the Series 2015-3 Rapid Amortization Period, the actual rate of amortization of principal
with respect to the Series 2015-3 Notes will depend on, among other things, the rate at which Group I
Eligible Vehicles are sold (through Manufacturer Programs or otherwise), the timing of receipt of
Repurchase Prices from Manufacturers and disposition proceeds from other third-party purchasers of the
Group I Eligible Vehicles (taking into account potential delays in the receipt of these funds with respect
to Group I Eligible Vehicles that are sold under the LKE Program in accordance with the provisions of
the Master Exchange Agreement) and whether any Manufacturer defaults in its repurchase payments or
guaranteed payments with respect to Group I Eligible Vehicles covered by Manufacturer Programs or any
Group I Lessee, including Hertz, fails to make timely payments under its Group I Lease. The actual rate
of amortization of principal with respect to the Series 2015-3 Notes during the Series 2015-3 Rapid
Amortization Period will also be significantly influenced by the general condition of the resale market for
motor vehicles. See “Risk Factors – Risks Relating to Non-Program Vehicles”. As a result of the
foregoing, no assurance can be given that the Series 2015-3 Notes will be fully paid on the Expected Final
Payment Date or Legal Final Payment Date.
Risks Related to Noteholder Control Rights
The noteholders will have limited control rights, which rights may change over time and different
noteholders’ rights and interests may differ from those of other noteholders.
The Required Controlling Class Series 2015-3 Noteholders are permitted to declare (and may
waive) Amortization Events with respect to the Series 2015-3 Notes that are enumerated in the Series
2015-3 Supplement and generally are entitled to direct the exercise of all remedies and waivers in
connection therewith; provided that, an Amortization Event with respect to the Series 2015-3 Notes
resulting from (i) the failure to pay all principal of and interest on the Series 2015-3 Notes as of the
payment date occurring in September, 2020 or (ii) a default in the payment of any interest or other
amount (other than principal) in respect of the Series 2015-3 Notes when due and payable that continues
for five consecutive business days, may be waived solely with the consent of Class A Noteholders
holding more than 50% of the Class A Principal Amount, Class B Noteholders holding more than 50% of
the Class B Principal Amount, Class C Noteholders holding more than 50% of the Class C Principal
Amount, Class D Noteholders holding more than 50% of the Class D Principal Amount and Class E
Noteholders holding more than 50% of the Class E Principal Amount, if any, at the time of such waiver.
Therefore, subject to the exceptions in the preceding sentence, (i) so long as any Class A Notes are
outstanding, none of the Class B Noteholders, Class C Noteholders or Class D Noteholders will have the
right to declare (or waive) such Amortization Events or to direct any remedies in connection therewith,
including without limitation any remedies in connection with any Series 2015-3 Liquidation Event
resulting therefrom, (ii) so long as any Class A Notes or Class B Notes are outstanding, none of the Class
C Noteholders or Class D Noteholders will have the right to declare (or waive) such Amortization Events
or to direct any remedies in connection therewith, including without limitation any remedies in
connection with any Series 2015-3 Liquidation Event resulting therefrom and (iii) so long as any Class A
Notes, Class B Notes or Class C Notes are outstanding, none of the Class D Noteholders will have the
right to declare (or waive) such Amortization Events or to direct any remedies in connection therewith,
including without limitation any remedies in connection with any Series 2015-3 Liquidation Event
resulting therefrom. The interests of any Class of Series 2015-3 Noteholders in declaring (or waiving)
51
any such Amortization Events with respect to the Series 2015-3 Notes or directing the resultant remedies
may differ materially from those of one or more other Classes of Series 2015-3 Noteholders, and such
controlling class of Series 2015-3 Noteholders may direct remedies that are adverse to the interests of
such other Classes of Series 2015-3 Notes. See “Description of Group I Notes: Underlying Indentures
and Certain Related Documents – The Group I Supplement – Amortization Events” herein and “The
Series 2015-3 Notes – Amortization Events” herein.
Certain actions under the Series 2015-3 Related Documents, including the approval of certain
amendments to the Series 2015-3 Supplement, will require the consent of Series 2015-3 Noteholders
holding in excess of 50% of the Principal Amount of the Series 2015-3 Notes (i.e., the Series 2015-3
Required Noteholders). See “The Series 2015-3 Notes – Amendments” herein. Generally, an amendment
to the Series 2015-3 Related Documents will require the consent of noteholders holding in excess of 50%
of the Principal Amount of all outstanding notes materially adversely affected by the amendment.
Therefore, an amendment to any Series 2015-3 Related Document that affects only the Series 2015-3
Notes generally will require only the consent of the Series 2015-3 Required Noteholders.
The Class A Noteholders will at times hold more than 50% of the Principal Amount of the Series
2015-3 Notes. As a result, and for so long as the Class A Noteholders hold more than 50% of the
Principal Amount of the Series 2015-3 Notes, such actions or amendments to one or more of the Series
2015-3 Related Documents that affect only the Series 2015-3 Notes could be made without the consent of
any Class B Noteholder, Class C Noteholder or Class D Noteholder. In addition, because the Principal
Amount of each Class of the Series 2015-3 Notes will be paid sequentially, as described herein, there may
be a point at which the Class B Notes constitute more than 50% of the Principal Amount of the Series
2015-3 Notes, and at that point the Class B Noteholders may be able to consent to such actions or
amendments without the consent of any Class A Noteholder, Class C Noteholder or Class D Noteholder.
In addition, because the Principal Amount of each Class of the Series 2015-3 Notes will be paid
sequentially, as described herein, and because the Class D Initial Principal Amount is greater than the
Class C Initial Principal Amount, there may be a point at which the Class D Notes constitute more than
50% of the Principal Amount of the Series 2015-3 Notes, and at that point the Class D Noteholders may
be able to consent to such actions or amendments without the consent of any Class B Noteholder, Class C
Noteholder or, if Class E Notes have been issued, any Class E Noteholder. Due to the subordination of the
Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, if issued, the interests of each
Class of Series 2015-3 Notes in approving any such action or amendment may differ from one another.
The Requisite Group I Investors generally are entitled to direct the exercise of all remedies under
the Group I Supplement in connection with an Amortization Event arising under the Group I Supplement
with respect to all Series of Group I Notes. Therefore, to the extent that the Series 2015-3 Noteholders do
not hold 50% or more of the Aggregate Group I Principal Amount such Series 2015-3 Noteholders will
not have the independent right to direct any remedies in connection therewith. The interests of one or
more other Group I Noteholders in directing remedies may differ from the interests of the Series 2015-3
Noteholders. Under the Group I Supplement, the consent of each Group I Noteholder is required to waive
an Amortization Event arising under the Group I Supplement with respect to all Series of Group I Notes.
Therefore, for so long as any Series of Group I Notes other than the Series 2015-3 Notes is outstanding,
no Series 2015-3 Noteholder will have the independent right to waive any such Amortization Event. The
interests of any Series 2015-3 Noteholder in waiving any such Amortization Event may differ from those
of one or more other Group I Noteholders. See “Description of Group I Notes: Underlying Indentures
and Certain Related Documents – The Group I Supplement – Amortization Events” herein.
Certain actions under certain of the Series 2015-3 Related Documents, including the approval of
certain amendments, modifications and waivers with respect to the Group I Related Documents
(including, for the avoidance of doubt, certain amendments, modifications and waivers with respect to the
52
Group I Leasing Company Related Documents), require the consent of Group I Noteholders holding in
excess of 50% of the aggregate Principal Amount of all Series of Group I Notes materially and adversely
affected thereby (voting as a single class) or, in the case of an action that materially and adversely affects
all Group I Notes, the consent of the Requisite Group I Investors. Therefore, to the extent that the Series
2015-3 Noteholders do not hold in excess of 50% of the aggregate Principal Amount of all Series of
Group I Notes materially and adversely affected by such action (voting as a single class), such action may
be approved under certain of the Series 2015-3 Related Documents without the consent of the Series
2015-3 Noteholders materially and adversely affected thereby. See “Description of Group I Notes:
Underlying Indentures and Certain Related Documents – Remedies – General and Group I Leasing
Company Related Documents – Amendments – With Noteholder Consent” and “Description of Group I
Notes: Underlying Indentures and Certain Related Documents – Group I Leasing Company Notes: The
HVF Series 2013-G1 Note” herein.
Future Issuance of the Class E Notes.
Subject to satisfaction of certain limited conditions precedent described herein on any date during
the Series 2015-3 Revolving Period, the Issuer may, without the consent of any Class A Noteholders, any
Class B Noteholders, any Class C Noteholders or any Class D Noteholders, issue Class E Notes. See
“The Series 2015-3 Notes – Future Issuance of the Class E Notes” herein. In connection with the
issuance of Class E Notes, the Series 2015-3 Supplement and potentially other documents relating to the
Series 2015-3 Notes will need to be amended to incorporate the terms of the Class E Notes, provide for
the payment of interest on and principal of the Class E Notes, add the Amortization Events with respect to
the Class E Notes described herein and grant the voting rights to the holders of the Class E Notes
described herein. Such amendments may include changes to amortization events, changes to allocation
mechanics and additional required credit enhancement with respect to the Series 2015-3 Notes, but such
changes may not reduce the required credit enhancement for the Offered Series 2015-3 Notes or reduce
the Series 2015-3 Invested Percentage lower than the Series 2015-3 Invested Percentage would have been
absent such amendments. No consent from the Class A Noteholders, the Class B Noteholders, the Class
C Noteholders or the Class D Noteholders will be required for the issuance of the Class E Notes and such
related amendments. The description in this Offering Circular of the credit enhancement with respect to
the Series 2015-3 Notes does not include any additional credit enhancement that may be required in
connection with the issuance of any Class E Notes. However, any such additional credit enhancement
may not be available to support the Class A Notes, the Class B Notes, the Class C Notes or the Class D
Notes.
The issuance of the Class E Notes, if it occurs, may delay payments of principal of the Class A
Notes, the Class B Notes, the Class C Notes and/or the Class D Notes in certain limited circumstances,
such as the reallocation of such principal payments to pay interest on the Class E Notes.
It is a condition to the issuance of any additional Series of Group I Notes that each rating agency
then rating any outstanding Series of Group I Notes at the request of the Issuer will not have advised in
writing that the issuance of the new Series of Group I Notes will result in the reduction or withdrawal of
its then-current rating of such outstanding Series of Group I Notes, including the Series 2015-3 Notes.
There can be no assurance, however, that the terms of any Notes or classes of Notes issued by the Issuer
will not have an adverse impact, which may be material, on the liquidity or market price of the Series
2015-3 Notes or the timing or the amount of payments or distributions received by the holders of the
53
Risks Relating to Credit Ratings of the Notes
The ratings of the Series 2015-3 Notes may be lowered or withdrawn, or the Series 2015-3 Notes may
receive an unsolicited rating, which may adversely impact the liquidity or the market price of the Series
2015-3 Notes.
It is a condition to the issuance of the Offered Series 2015-3 Notes that the Class A Notes be
rated “AAA(sf)” by DBRS, “AAA(sf)” by Fitch and “AAA(sf)” by Moody’s, that the Class B Notes be
rated at least “A(sf)” by DBRS and at least “A(sf)” by Fitch, that the Class C Notes be rated at least
“BBB(sf)” by DBRS and at least “BBB(sf)” by Fitch and that the Class D Notes be rated at least “BB(sf)”
by Fitch. Such ratings depend primarily on the methodologies and criteria used by each of the applicable
Rating Agencies. Any change in the methodologies and criteria used by DBRS, Moody’s or Fitch or the
factors that comprise such methodologies and criteria, could result in a reduction in the ratings of the
Offered Series 2015-3 Notes. A security rating is not a recommendation to buy, sell or hold securities,
does not address the market price of the Series 2015-3 Notes or the suitability of the Series 2015-3 Notes
for any particular investor and may be revised or withdrawn at any time by the assigning rating agency.
A security rating addresses the likelihood of the receipt by the Series 2015-3 Noteholders of scheduled
interest on, and ultimate principal payments of, the Series 2015-3 Notes pursuant to their respective terms.
There can be no assurance that a rating will not be lowered, withdrawn or qualified if, in the sole
judgment of a rating agency, circumstances in the future so warrant, including as a result of a sponsor
and/or issuer failing to adhere with the requirements required to be imposed by such a rating agency to
post information relating to the transaction on a password protected website accessible to non-hired rating
agencies to ensure compliance with Rule 17g-5 of the Exchange Act. The Issuer cannot predict with
certainty what effect any revision or withdrawal of a rating may have on the liquidity or market value of
the Series 2015-3 Notes. None of the Issuer, Hertz or any of their respective affiliates has any obligation
to replace or supplement any credit enhancement or to take any other action to maintain any ratings of the
Series 2015-3 Notes. None of the Issuer, Hertz, the Trustee, the Initial Purchasers or any of their
respective affiliates has any obligation to monitor any changes to the ratings of the Series 2015-3 Notes.
DBRS, Moody’s and Fitch have been hired to provide their ratings on various classes of the
Offered Series 2015-3 Notes. Because the sponsor or issuer of a security pays a fee to each hired agency
for assigning a rating on the Series 2015-3 Notes, a conflict of interest may arise for such agency.
It is possible that one or more nationally recognized statistical rating agencies not hired to rate the
Series 2015-3 Notes may decide to render an unsolicited rating of the Series 2015-3 Notes that differs
from the rating assigned by the Rating Agencies that did rate the Series 2015-3 Notes. As of the date of
this Offering Circular, neither the Issuer nor Hertz is aware of any unsolicited rating of the Series 2015-3
Notes being provided by a non-hired agency. However, there can be no assurance that a non-hired
agency will not render an unsolicited rating after the date of this Offering Circular that differs from the
rating assigned by DBRS, Moody’s or Fitch, and neither the Issuer nor Hertz is under any obligation to
inform purchasers (or prospective purchasers) of the Series 2015-3 Notes of any unsolicited rating being
assigned to the Series 2015-3 Notes by a non-hired agency. Prior to investing in the Series 2015-3 Notes,
a prospective purchaser should consult with its attorney and its investment, accounting, regulatory and tax
advisors to determine the consequences of an unsolicited rating on the Series 2015-3 Notes being
assigned by a non-hired rating agency and arrive at an independent evaluation of such investment. An
unsolicited rating (particularly one that differs from or is lower than the rating assigned by the hired
Rating Agencies) may adversely impact the liquidity or market value of the Series 2015-3 Notes.
54
Risks Related to the Issuance of Other Series of Notes
The Issuer may issue additional Series of Notes.
The Issuer has previously issued other Series of Notes that are currently outstanding, as further
described in Annex III. On the Series 2015-3 Closing Date, the Issuer intends to issue the Series of Notes
specified in Annex IV. The Issuer may issue additional Series of Notes, which may or may not be a
Series of Group I Notes, and which Series of Notes may include one or more classes of subordinated
Notes, at any time and from time to time without the consent of the Series 2015-3 Noteholders. The
terms of any additional Series of Notes, or the classes of such additional Series of Notes, may differ
materially from the terms of the Series 2015-3 Notes. However, the issuance of any additional Series of
Notes may not change any terms of the Series 2015-3 Notes or the Series 2015-3 Supplement other than
pursuant to an amendment permitted under the Series 2015-3 Related Documents.
It is a condition to the issuance of any additional Series of Group I Notes that each rating agency
then rating any outstanding Series of Group I Notes at the request of the Issuer will not have advised in
writing that the issuance of the new Series of Group I Notes will result in the reduction or withdrawal of
its then-current rating of such outstanding Series of Group I Notes, including the Series 2015-3 Notes.
There can be no assurance, however, that the terms of any Notes or classes of Notes issued by the Issuer
will not have an adverse impact, which may be material, on the liquidity or market price of the Series
2015-3 Notes or the timing or the amount of payments or distributions received by the holders of the
The Issuer may issue Subordinated Series of Group I Notes.
The Issuer also may issue from time to time one or more classes of a Subordinated Series of
Group I Notes, without the consent of the holders of any outstanding Series of Group I Notes, including
any Series 2015-3 Noteholders. In connection with the issuance of any such Subordinated Series of
Group I Notes, the Group I Supplement will need to be amended to incorporate the terms of such
Subordinated Series of Group I Notes, and such amendments may be affected by the Issuer without the
consent of any Group I Noteholder. Any Subordinated Series of Group I Notes that is issued will be
required to be subordinated to each other Series of Group I Notes (including the Series 2015-3 Notes),
other than any other Subordinated Series of Group I Notes. However, the Group I Supplement does not
set forth specific requirements as to how such subordination is to be affected.
It is a condition to the issuance of any such Subordinated Series of Group I Notes and any related
amendments to the Group I Supplement that each rating agency then rating any outstanding Series of
Group I Notes at the request of the Issuer has not advised that the issuance of such Subordinated Series of
Group I Notes and the execution of any such amendments will result in the reduction or withdrawal of its
then-current rating of any Series of Group I Notes then outstanding. There can be no assurance, however,
that the issuance of any Subordinated Series of Group I Notes and/or any such amendment of the Group I
Supplement will not have an impact on the timing or the amount of payments or distributions received by
the holders of any outstanding Series of Group I Notes, including the Series 2015-3 Notes, or the rights
afforded to any such holders.
Risks Related to Certain Financial Reform Regulations, Liquidity and the Form of Notes
The liquidity of the Series 2015-3 Notes will be limited and may be adversely impacted by restrictions on
transfers, the lack of a secondary market for the Series 2015-3 Notes and financial regulatory reform,
which regulatory reform could also have a significant impact on Hertz, the Group I Leasing Companies,
55
including HVF, or the Issuer and which could adversely affect the timing and amount of payments on the
The Series 2015-3 Notes have not been registered under the Securities Act or under any state
securities or “Blue Sky” laws, in reliance upon exemptions from registration provided by such laws. The
Series 2015-3 Notes, whether sold in the United States or in an offshore transaction pursuant to
Regulation S, are subject to certain transfer restrictions. See “Restrictions on Transfer”. The Series
2015-3 Notes may be resold, pledged or transferred only (a) to the Issuer (upon redemption thereof or
otherwise), (b) to any person the transferor reasonably believes is a qualified institutional buyer (as
defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (c) solely in the case of
the Class A/B/C Notes, outside the United States, to a person who is not a U.S. person (as such term is
defined in Regulation S) in a transaction in compliance with Regulation S, or (d) solely in the case of the
Class A/B/C Notes, in a transaction complying with or exempt from the registration requirements of the
Securities Act and in accordance with any applicable securities laws of any state of the United States or
any other jurisdiction. For the avoidance of doubt, the Class D Notes may only be transferred to the
Issuer (upon redemption thereof or otherwise) or to any person that is a U.S. Person the transferor
reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting
the requirements of Rule 144A. There is no existing market for the Series 2015-3 Notes. The Initial
Purchasers may assist in resales of the Series 2015-3 Notes but they are not required to do so. There can
be no assurance as to the liquidity of any markets that may develop for the Series 2015-3 Notes, a
holder’s ability to sell its Series 2015-3 Notes or at what price the Series 2015-3 Notes may be sold.
Several years ago, major disruptions in the global financial markets caused a significant reduction in
liquidity in the secondary market for asset-backed securities. From mid-2007 through 2009, major
disruptions in the global financial markets caused a significant reduction in liquidity in the secondary
market for asset-backed securities. While conditions in the financial markets and secondary market for
asset-backed securities have improved, there can be no assurances that future events will not occur that
could similarly materially impact price volatility and liquidity in the debt markets, negatively affecting a
broad range of fixed income securities including asset-backed securities. This price volatility and lack
of liquidity in the secondary market could adversely affect the market value of the Series 2015-3 Notes
and/or limit your ability to resell the Series 2015-3 Notes.
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”). While the Dodd-Frank Act generally took effect on
July 22, 2010, many provisions did not take effect for a year from such date and many provisions are still
not in effect. Additionally, many provisions require implementing regulations to be issued. The Dodd-
Frank Act is extensive and significant legislation that, among other things, strengthens the regulatory
oversight of securities and capital markets activities by the SEC, and creates the Consumer Financial
Protection Bureau, a new agency responsible for administering and enforcing the laws and regulations for
consumer financial products and services.
The Dodd-Frank Act also increases the regulation of the securitization markets. For example, in
October 2014 the SEC and other applicable federal regulators adopted the final rules requiring sponsors
of asset-backed securities to retain not less than 5% of the credit risk of the assets collateralizing the asset-
backed securities. These rules will go into effect on December 24, 2016 with respect to asset-backed
securities collateralized by assets other than residential mortgages (and December 24, 2015 for asset-
backed securities collateralized by residential mortgages). Although these risk retention requirements will
not apply to the Series 2015-3 Notes as of the Series 2015-3 Closing Date, when they become effective
they could have a material adverse effect on the Issuer and/or its ability to continue to issue notes.
The Dodd-Frank Act also gives broader powers to the SEC to regulate credit rating agencies and
adopt regulations governing these organizations and their activities. Compliance with implementing
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regulations under the Dodd-Frank Act or the oversight of the SEC or other governmental entities, as
applicable, may impose costs on, create operational constraints for, or place limits on pricing with respect
to companies such as Hertz.
Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by
the appropriate federal regulatory agencies. As such, in many respects, the ultimate impact of the Dodd-
Frank Act and its effects on financial markets and their participants will not be fully known for an
extended period of time. In particular, no assurance can be given that these new requirements imposed, or
to be imposed after implementing regulations are issued by the Dodd-Frank Act, will not have a
significant impact on the servicing of the collateral securing Series 2015-3 Notes and on the regulation
and supervision of Hertz, the Group I Leasing Companies, or the Issuer or their respective affiliates.
Neither the Issuer nor Hertz makes any representation as to the proper characterization of the
Series 2015-3 Notes for legal investment, financial institution regulatory, financial reporting or other
purposes, as to the ability of particular investors to purchase the Series 2015-3 Notes under applicable
investment law or other restrictions, or as to the consequences of an investment in the Series 2015-3
Notes for such purposes or under such restrictions. Regulatory or legislative provisions applicable to
certain investors may have the effect of limiting or restricting such investors’ ability to hold or acquire
Series 2015-3 Notes, which in turn may adversely affect the ability of investors in the Series 2015-3
Notes who are not subject to those provisions to resell such notes in the secondary market. For example:
 The parties do not intend that the issuance and offering of the Series 2015-3 Notes will
comply with the requirements of Articles 404-410 of Regulation (EU) No. 575/2013 of the
European Union ("EU"), known as the Capital Requirements Regulation, which applies
(directly or through national legislation) to credit institutions and investment firms subject to
regulation in a Member State of the European Economic Area ("EEA") and consolidated
group affiliates thereof, Article 51 of the Regulation (EU) No. 231/2013 of 19 December
2012 (as amended from time to time), Article 17 of the EU Directive 2011/61/EC on
Alternative Investment Fund Managers and Chapter III, Section 5 of Regulation 231/2013
supplementing that Directive, which apply (through national legislation) to alternative
investment fund managers subject to regulation in EEA member states, Article 135(2) of EU
Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and
Reinsurance (Solvency II), as amended, and Chapter VIII of Regulation (EU) 2015/35
supplementing that Directive, which are expected to apply (from January 1, 2016 through
national legislation) to insurance and reinsurance undertakings subject to regulation in EEA
member states, or similar rules that are expected to be implemented in respect of certain
collective investment undertakings subject to regulation in EEA member states. Lack of
compliance with such requirements will preclude certain investors from purchasing the Series
2015-3 Notes.
 The Dodd-Frank Act requires that federal banking agencies amend their regulations to
remove reference to or reliance on credit agency ratings, including, but not limited to, those
found in the federal banking agencies’ risk-based capital regulations. While many such
regulations have been issued in final form, others remain pending. As a result of these
regulations, investments in asset-backed securities like the Series 2015-3 Notes by
institutions subject to the risk-based capital regulations may result in greater capital charges
to these financial institutions and these new regulations may otherwise adversely affect the
treatment of asset-backed securities for their regulatory capital purposes.
 The Dodd-Frank Act added a provision, commonly referred to as the "Volcker Rule," to
federal banking laws to generally prohibit various "banking entities" (which includes insured
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depository institutions, any company that controls an insured depository institution, any
foreign bank treated as a bank holding company for purposes of Section 8 of the International
Banking Act of 1978 and any affiliate or subsidiary of the foregoing) from, among other
things, sponsoring or acquiring or retaining any ownership interests in "covered funds"
(broadly defined to include any entity that would be an investment company under the
Investment Company Act but for the exemptions provided in Section 3(c)(1) or 3(c)(7) of the
Investment Company Act). The Issuer relies on the exemption under Rule 3a-7 under the
Investment Company Act as a basis for not registering under the Investment Company Act,
although there may be additional exclusions or exemptions available to the Issuer, and the
Issuer has been structured so as not to constitute a “covered fund” for purposes of the Volcker
Rule. However, the interpretation and general effects of the Volcker Rule remain uncertain.
Any prospective investor in the Series 2015-3 Notes should consult its own legal advisors
regarding its regulatory position and the effects of the Volcker Rule and none of the Issuer,
Hertz, the Initial Purchasers or any of their respective affiliates is making any representation
to any such prospective investor regarding the application of the Volcker Rule to its
investment in the Series 2015-3 Notes on the closing date or at any time in the future.
Accordingly, if a prospective investor’s investment activities are subject to investment laws and
regulations, regulatory capital requirements, or review by regulatory authorities such prospective investor
should consult with its own legal, accounting and other advisors in determining whether, and to what
extent, the Series 2015-3 Notes will constitute legal investments for such investor or are subject to
investment or other restrictions, unfavorable accounting treatment, capital charges or reserve
requirements.
Further, the Class D Notes will be subject to additional restrictions on transfer as described in
“Restrictions on Transfer” herein. If such restrictions are not complied with, and if the Class D Notes
were classified as equity and not debt for U.S. federal income tax purposes, then there is a risk that the
Issuer could be treated as a publicly traded partnership that is taxable as a corporation for U.S. federal
income tax purposes. The imposition of such tax on the Issuer could result in the Issuer’s inability to
repay some or all of the classes of the Series 2015-3 Notes.
The Issuer will retain the Class D Notes or convey the Class D Notes to an affiliate.
The Class D Notes initially will be retained by the Issuer or conveyed to an affiliate of the Issuer.
As a result, if any retained Class D Notes are subsequently sold by the Issuer or such affiliate in the
secondary market, it could reduce demand for Series 2015-3 Notes already in the market, which could
adversely affect the market value of the Series 2015-3 Notes and/or limit the ability of noteholders to
resell their Series 2015-3 Notes, and the voting power of the noteholders of the outstanding Series 2015-3
Notes may be diluted. In addition, any retained Class D Notes that are subsequently sold may have a
different CUSIP number than other Class D Notes, which could further reduce liquidity.
Transactions in the Series 2015-3 Notes are performed through Clearing Agencies and delays in transfers
and receipt of payment and/or communications to Series 2015-3 Note Owners may arise as a result.
Because transactions in the Series 2015-3 Notes generally can be effected only through DTC,
Euroclear and Clearstream, direct and indirect participants thereof, and certain banks, the ability of a
holder of a beneficial interest in a Series 2015-3 Note (each, a “Series 2015-3 Note Owner”) to transfer or
pledge such Series 2015-3 Notes to persons or entities that do not participate in the DTC, Euroclear and
Clearstream systems, or otherwise to take actions in respect of such Series 2015-3 Notes, may be limited
due to the lack of physical certificates representing the Series 2015-3 Notes and due to the fact that the
Series 2015-3 Notes will be registered in the name of Cede & Co., as a nominee of DTC, and will not be
58
registered in the name of the Series 2015-3 Note Owners or their nominees. Consequently, unless and
until definitive Series 2015-3 Notes in registered form are issued, Series 2015-3 Note Owners will not be
recognized by the Trustee as “Noteholders” (as such term is used in the Base Indenture), “Group I
Noteholders” (as such term is used in the Group I Supplement), or “Series 2015-3 Noteholders” (as such
term is used in the Series 2015-3 Supplement). In addition, Series 2015-3 Note Owners may experience
some delay in their receipt of distributions of interest on and/or principal of their Series 2015-3 Notes or
communications in respect of their Series 2015-3 Notes because such distributions will be forwarded by
the Trustee (or its duly appointed paying agent, if any) to DTC, and DTC will credit such distributions to
the accounts of its participants (including Euroclear and Clearstream) which will thereafter credit them to
the accounts of Series 2015-3 Note Owners either directly or indirectly through such respective
participants, and such communications will be forwarded by the Trustee to DTC, and DTC will forward
such communications to its participants (including Euroclear and Clearstream) which will thereafter
forward them to the Series 2015-3 Note Owners either directly or indirectly through such respective
participants. See “The Series 2015-3 Notes – Form of Series 2015-3 Notes – Clearing and Settlement –
Book-Entry Notes”.
Combination or “Layering” of Multiple Risk Factors
Although the various risks discussed in this Offering Circular are generally described separately,
prospective investors in the Series 2015-3 Notes should consider the potential effects of the interplay of
multiple risk factors. Where more than one significant risk factor is present, the risk of loss to an investor
may be significantly increased. In considering the potential effects of layered risks, the investor should
carefully review the descriptions of the Series 2015-3 Notes, including the related transaction documents
which will be provided by the Trustee upon request.
USE OF PROCEEDS
The net proceeds from the issuance and sale of the Series 2015-3 Notes generally will be used to
fund increases in the principal amount of the HVF Series 2013-G1 Note to the extent that HVF has
requested funding thereunder and/or to reduce the outstanding principal amount of the Series 2013-A
Notes and the Series 2014-A Notes and the other Series of Group I Notes from time to time. Each of the
Group I Leasing Companies will use the proceeds of any increase in the principal amount of its Group I
Leasing Company Note to acquire or refinance Group I Eligible Vehicles to be leased under the Group I
Lease to which it is a party. In certain circumstances, some or all of the proceeds could be distributed by
the Issuer to Hertz, as its limited partner.
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TRANSACTION PARTIES
THE ISSUER – HERTZ VEHICLE FINANCING II LP
General
The Issuer was formed on September 27, 2013, as a Delaware limited partnership, for the purpose
of:
 acquiring, owning, holding, entering into, servicing, selling, assigning, pledging, financing,
refinancing and otherwise dealing with from time to time motor vehicles of all kinds and
leases, loans, security agreements, indentures, hedging agreements, letters of credit, floorplan
financing arrangements or notes arising out of or relating to the sale, financing or lease of
motor vehicles of all kinds, used or useful for the transportation of persons or property,
monies due thereunder, and related agreements, instruments, documents and rights, including
all collateral securing any of the foregoing pursuant to the Master Related Documents,
including the motor vehicles, or security interests in the motor vehicles financed thereby and
the manufacturer repurchase or guaranteed depreciation programs relating to such motor
vehicles, proceeds from claims on insurance policies related thereto, and any proceeds or
further rights associated with any of the foregoing;
 issuing Notes and pledging its assets to secure Notes;
 lending the proceeds from the issuance of Notes to affiliates pursuant to the Master Related
Documents;
 purchasing or otherwise acquiring obligations issued or guaranteed by the United States or

any agency or instrumentality thereof, certificates of deposit issued by commercial banks,
commercial paper and similar instruments and obligations or otherwise required investments
permitted by the Master Related Documents;
 granting security interests in its assets pursuant to the Master Related Documents to secure its
obligations under the Notes;
 authorizing, issuing and delivering one or more unsecured series or classes of bonds, notes or
other evidences of indebtedness or similar payment obligations to one or more affiliates
pursuant to the Master Related Documents;
 negotiating, authorizing, executing, delivering, assuming the obligations under, and

performing, any agreement or instrument or document relating to the activities set forth
above; and
 doing such other acts, engaging in any activity and exercising any powers permitted to
limited partnerships under the laws of the State of Delaware that are related or incidental to
the foregoing and necessary, convenient or advisable to accomplish the foregoing.
The Issuer is not permitted to engage in any other business activity. The Issuer’s business
purpose under the limited partnership agreement of the Issuer may not be amended unless each of the
Issuer’s general partner’s directors (including the general partner’s Independent Directors) consents in
writing thereto.
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The Issuer has a limited partner, Hertz, with a 99.5% interest, and a general partner, HVF II GP
Corp., with a 0.5% interest.
HVF II GP Corp. is a special purpose corporation organized on September 27, 2013 under the
laws of the State of Delaware. The sole shareholder of HVF II GP Corp. is Hertz.
Hertz has pledged its interests in the Issuer and HVF II GP Corp. in connection with the Senior
Credit Facilities to secure its obligations thereunder.
GSS Contract Services Inc. is designated as a springing limited partner of the Issuer. The
springing limited partner will be admitted as the Issuer’s non-economic limited partner only if Hertz or a
permitted assign or replacement of Hertz is no longer the limited partner of the Issuer. Prior to that time,
GSS Contract Services Inc. will not be a partner of the Issuer.
Capitalization
The following table sets forth the capitalization of the Issuer as of June 30, 2015 on an actual
basis but after giving effect to:
 the proposed issuance of $371,156,000 of the Offered Series 2015-3 Notes; and
 a capital contribution to the Issuer of $8,351,010, in the form of series-specific demand notes.
June 30, 2015 (1)
Group I Notes
Series 2013-A Notes .............................. $1,373,581,137(2)
Series 2014-A Notes .............................. $2,446,118,863(3)
Series 2015-1 Notes ............................... $780,000,000
Series 2015-3 Notes ............................... $371,156,000
Group II Notes
Series 2013-B Notes .............................. $1,400,000,000
Partners’ Capital and
Other Liabilities .................................................. $343,412,339
Total ...................................................... $6,714,268,339
(1)
This table does not take into account the benefit to the Issuer of the overcollateralization
available to secure the repayment of its notes.
(2)
The Issuer expects to use a portion of the proceeds from the issuance of the Series 2015-3
Notes to pay down the Series 2013-A Notes.
(3)
The Issuer expects to use a portion of the proceeds from the issuance of the Series 2015-3
Notes to pay down the Series 2014-A Notes.
The Issuer will have other series of notes outstanding immediately prior to the Series 2015-3
Closing Date, which are described in Annex III.
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On the Series 2015-3 Closing Date, the Issuer will issue those series of notes specified in Annex
IV.
The Issuer is also capitalized by demand notes issued by Hertz. The Issuer can call on the
demand notes at certain times as set forth herein with any calls reducing the available principal amount
thereof. Each such demand note is pledged as series-specific collateral with respect to the series of notes
related to such demand note. See “Credit Enhancement – Demands on the Class A/B/C/D Demand
Note(s) and Draws on Class A/B/C/D Letter(s) of Credit” and “The Series 2015-3 Notes – Class A/B/C/D
Demand Note(s) and Class A/B/C/D Letter(s) of Credit”.
Under the limited partnership agreement of the Issuer, HVF II GP Corp., as general partner,
exercises or authorizes the execution of the powers of the Issuer and manages the business and affairs of
the Issuer. Under the certificate of incorporation and bylaws of HVF II GP Corp., the directors of HVF II
GP Corp. exercise or authorize the execution of the powers of HVF II GP Corp. (including any powers
under the limited partnership agreement of the Issuer) and manage the business and affairs of HVF II GP
Corp.
The limited partnership agreement of the Issuer and HVF II GP Corp.’s certificate of
incorporation require that at all times at least two of HVF II GP Corp.’s directors be Independent
Directors.
In order to ensure that, in an insolvency proceeding involving Hertz or HGI, the Issuer’s assets
and liabilities will not be substantively consolidated with those of Hertz or HGI, the limited partnership
agreement of the Issuer obligates the Issuer (and HVF II GP Corp., as general partner, on its behalf) to
comply with a number of covenants, including, among others, the following:
 the Issuer’s assets may not be commingled with assets of any other person, except for the
temporary commingling of collections or as specifically contemplated by the Master Related
Documents;
 the Issuer may not hold out the Issuer’s credit or assets as being available to satisfy the
obligations of others; and
 the Issuer is required at all times to hold itself out to the public and other persons as a legal
entity separate from Hertz and any other person.
The Issuer has no employees. The Issuer has entered into a Group I Administration Agreement
with Hertz under which Hertz has agreed to perform various administrative duties for the Issuer under the
Group I Related Documents and the Series Related Documents with respect to each Series of Group I
Notes. See “Transaction Parties – The Hertz Corporation – Group I Administrator”.
The limited partnership agreement of the Issuer permits, subject to the applicable provisions of
the Delaware Revised Uniform Limited Partnership Act and the terms of the Master Related Documents,
distributions of cash or other assets of the Issuer to be made at such times and in such amounts as the
general partner may determine to the Issuer’s partners in accordance with their partnership interests. See
“Description of Group I Notes: Underlying Indentures and Certain Related Documents – The Group I
Supplement – Covenants”.
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HERTZ VEHICLE FINANCING LLC
General
HVF is a special purpose limited liability company organized under the laws of the State of
Delaware. Hertz is the sole member of HVF. Hertz has pledged its interest in HVF in connection with
the Senior Credit Facilities to secure its obligations thereunder. HVF may not engage in any business
activity other than (i) acquiring passenger vehicles, light-duty trucks and certain manufacturer receivables
from its affiliates, auctions, manufacturers or dealers and disposing of such vehicles, (ii) receiving capital
contributions from Hertz, (iii) leasing vehicles to Hertz or its affiliates, (iv) issuing and selling notes
and/or pledging its assets to secure such notes in accordance with the HVF Base Indenture, (v) otherwise
financing the acquisition cost of vehicles under the HVF Credit Facility or any other source, (vi) holding
limited liability company interests in the Nominee, (vii) executing, delivering and performing its
obligations under any agreement or instrument relating to the foregoing activities, and (viii) engaging in
any lawful act or activity and exercising any powers permitted to limited liability companies organized
under the laws of the State of Delaware that are related or incidental to the foregoing. HVF does not and
is not expected to have any source of capital resources other than its initial capitalization, any future
capital contributions from its member and any other collateral or credit enhancement. The principal
executive offices of HVF are located at 225 Brae Boulevard, Park Ridge, New Jersey 07656 and its
telephone number is 201-307-2000.
HVF will be the sole Group I Leasing Company as of the Series 2015-3 Closing Date and has
borrowed, and will borrow, money from the Issuer to fund the purchase of certain vehicles to be leased to
Hertz.
Capitalization
The following table sets forth the capitalization of HVF as of June 30, 2015 on an actual basis but
after giving effect to the proposed issuance of the Offered Series 2015-3 Notes by the Issuer.
June 30, 2015 (1)
Series 2013-G1 Note ........................................... $4,712,923,034

Series 2010-1 Notes ............................................ $490,280,000 (2)
Series 2011-1 Notes ............................................ $230,000,000
Series 2013-1 Notes ............................................ $950,000,000
HVF’s Capital and
Other Liabilities .................................................. $1,079,296,222
Total $7,462,499,256
(1)
This table does not take into account the indirect benefit to HVF in the overcollateralization
available to secure the repayment of its notes described above.
(2)
A controlled amortization payment in the amount of $62,486,666.66 was paid in respect of two
classes of Series 2010-1 Notes on September 25, 2015.
As noted in the table above, HVF will have other series of notes outstanding immediately prior to
the Series 2015-3 Closing Date, which are described in Annex V.
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HERTZ GENERAL INTEREST LLC
HGI is a limited liability company organized under the laws of the State of Delaware. Hertz is
the sole member of HGI. Hertz has pledged its interest in HGI to Deutsche Bank AG, New York Branch,
as collateral agent, to secure its obligations under the Senior Credit Facilities. HGI is expected to engage
in the following business activities:
(i) purchasing new passenger vehicles, service vehicles and light-duty trucks from vehicle
manufacturers, auctions, dealers, unaffiliated third parties and from any of its affiliates, disposing
of those vehicles, and owning, holding, leasing and financing those vehicles,
(ii) financing the acquisition cost of such vehicles through capital contributions and loans from
Hertz and/or any other source,
(iii) holding limited liability company interests in the Nominee,
(iv) executing, delivering and performing its obligations under any agreement or instrument
relating to the foregoing activities, and
(v) engaging in any lawful act or activity and exercising any powers permitted to limited liability
companies organized under the laws of the State of Delaware that are related or incidental to the
foregoing.
HGI has two independent directors, but HGI is not intended to be a bankruptcy remote entity as
HGI has not taken all of the steps taken by HVF intended to ensure that the voluntary or involuntary
application for relief by Hertz under any insolvency law will not result in the consolidation of the assets
and liabilities of HVF with those of Hertz. The principal executive offices of HGI are located at 225 Brae
Boulevard, Park Ridge, New Jersey 07656 and its telephone number is 201-307-2000.
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HERTZ VEHICLES LLC
About
Hertz Vehicles LLC is a limited liability company organized under the laws of the State of
Delaware. HVF and HGI are the sole members of Hertz Vehicles LLC. Hertz Vehicles LLC may not
engage in any business activity other than:
(i) holding title to passenger vehicles and light-duty trucks that are owned by HVF, HGI or
any of their affiliates,
(ii) executing, delivering and performing its obligations under its organizational and
managerial documents, the Nominee Agreement, and documents, agreements and certificates delivered in
connection therewith and
(iii) engaging in any lawful act or activity and exercising any powers permitted to limited
liability companies organized under the laws of the State of Delaware that are related or incidental to the
foregoing.
The principal executive offices of Hertz Vehicles LLC are located at 225 Brae Boulevard, Park
Ridge, New Jersey 07656 and its telephone number is 201-307-2000.
Nominee
The following summary does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Nominee Agreement. An electronic copy of the
Nominee Agreement is available to prospective investors upon request to the Trustee or the Issuer.
Pursuant to the Nominee Agreement, Hertz Vehicles LLC has been appointed to act as nominee
titleholder (in such capacity, the “Nominee”), and, in such capacity, the Nominee will act as nominee
titleholder with respect to certain vehicles beneficially owned by HVF, HGI, Hertz and/or any other
affiliates of Hertz who may become a “new nominating party” (any of the foregoing, a “Nominating
Party”) under the Nominee Agreement by execution of a joinder agreement to the Nominee Agreement.
Each Nominating Party who has appointed and will appoint the Nominee as nominee titleholder
with respect to any vehicle beneficially owned by such Nominating Party will remain the beneficial
owner of such vehicle and will be entitled to all incidents, benefits and risks of ownership of such vehicle
(for the avoidance of doubt, unless and until beneficial ownership of such vehicle is transferred pursuant
to a disposition outside the terms of the Nominee Agreement), in each case other than those rights and
obligations as are required pursuant to the terms of the Nominee Agreement to be retained by the
appointment as a nominee titleholder.
As further described in “Transaction Parties – The Hertz Corporation – Nominee-Servicer”, the

Nominee-Servicer will maintain electronic records identifying the beneficial owner of each vehicle
subject to the Nominee Agreement.
As further described in “Transaction Parties – The Hertz Corporation – Nominee-Servicer” and

“Transaction Parties – The Hertz Corporation – Collateral Servicer”, each Nominating Party has
directed the Nominee to grant Hertz, as Collateral Servicer and Nominee-Servicer, one or more powers of
attorney authorizing Hertz, in such capacities, to execute documents and instruments relating to the titling
of and transfer of title to the vehicles subject to the Nominee Agreement.
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As compensation for the performance of the Nominee’s services under the Nominee Agreement,
the Nominee is entitled to an annual fee of $120,000 payable on the Payment Date occurring in December
of each calendar year, which fee is payable by each party for whom the Nominee acts as nominee
titleholder under the Nominee Agreement ratably on the basis of such party’s number of beneficially
owned vehicles subject to the Nominee Agreement relative to the aggregate number of vehicles subject to
the Nominee Agreement. HVF’s allocable portion of the Nominee’s fees is included in HVF Series 2013-
G1 Carrying Charges and is paid by HVF in accordance with the priority of payments for interest
proceeds under the HVF Series 2013-G1 Supplement. See “Allocations and Applications of Collections
and Priorities of Payments – Priority of Payments under the HVF Series 2013-G1 Supplement – Interest
Collections”.
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SPECIAL PURPOSE ENTITIES
Each of the Issuer, HVF II GP Corp., HVF and the Nominee have taken steps in structuring their
transactions that are intended to ensure that the voluntary or involuntary application for relief by Hertz or
HGI under any insolvency law will not result in consolidation of the assets and liabilities of such entity
with those of Hertz or HGI. These steps include the appointment of two Independent Directors for each
of HVF II GP Corp., HVF and the Nominee, the creation of each of the Issuer, HVF II GP Corp., HVF
and the Nominee as a special purpose limited liability company, limited partnership or corporation, as
applicable, pursuant to a limited liability company agreement, limited partnership agreement or articles of
incorporation and bylaws, as applicable, containing certain limitations (including restrictions on the
nature of such entity’s business and restrictions on such entity’s ability to commence a voluntary case or
proceeding under any insolvency law with respect to itself without the prior unanimous affirmative vote
of all of the directors of such entity (or in the case of the Issuer, all of the directors of HVF II GP Corp.),
the maintenance of separate records and books of account and the requirement that all transactions
between such entity and Hertz and its affiliates will be on an arm’s-length basis). However, there can be
no assurance that the activities of any such entity will not result in a court concluding that the assets and
liabilities of such entity should be consolidated with those of Hertz or HGI in a proceeding under any
insolvency law. See “Risk Factors – Risks Related to the Collateral Available to Noteholders – The
bankruptcy of Hertz could result in delayed rental payments under the Group I Leases, including the HVF
Series 2013-G1 Lease, and in certain instances a bankruptcy court could consolidate the assets and
liabilities of the Issuer and/or any Group I Leasing Company, including HVF, with the assets and
liabilities of Hertz or HGI.” and “Risk Factors – Risks Related to the Collateral Available to
Noteholders – The bankruptcy of the Nominee or the RCFC Nominee could result in delayed or reduced
payments on the Series 2015-3 Notes.”.
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THE HERTZ CORPORATION
Capacities Generally
Hertz acts in a variety of servicing and administrative capacities with respect to the Issuer’s and
HVF’s rental car asset backed securitization platforms. As described more fully below, Hertz has been
appointed to act as Servicer under the HVF Series 2013-G1 Lease, as Collateral Servicer under the
Collateral Agency Agreement, as Nominee-Servicer under the Nominee Agreement, as Group I
Administrator under the Group I Administration Agreement and as HVF Series 2013-G1 Administrator
under the HVF Series 2013-G1 Administration Agreement. Hertz is entitled to receive a fee for each such
capacity, as more fully described below. Hertz will also act as RCFC Nominee-Servicer under the RCFC
Nominee Agreement. See “Description of Group I Notes: Underlying Indentures and Certain Related
Documents – RCFC Nominee Structure”.
Servicer under the HVF Series 2013-G1 Lease
entirety by reference to, all the provisions of the HVF Series 2013-G1 Lease. An electronic copy of the
HVF Series 2013-G1 Lease is available to prospective investors upon request to the Trustee or the Issuer.
Pursuant to the HVF Series 2013-G1 Lease, Hertz has been appointed Servicer with respect to the
HVF Series 2013-G1 Lease and the vehicles leased thereunder. With respect to vehicles subject to the
HVF Series 2013-G1 Lease, Hertz’s obligations as Servicer generally are, among other things, as follows:
 with respect to any vehicle returned by its lessee prior to its Maximum Lease Termination
Date, directing the lessee as to the applicable return location, and acting as HVF’s agent in
returning or otherwise disposing of each vehicle on its Vehicle Operating Lease Expiration
Date;
 upon the Servicer’s receipt of any HVF Series 2013-G1 Program Vehicle returned by a
lessee, returning such HVF Series 2013-G1 Program Vehicle to the nearest applicable
manufacturer official auction or other facility designated by the applicable manufacturer;
 with respect to any vehicle that (i) is an HVF Series 2013-G1 Non-Program Vehicle and is
returned to or at the direction of the Servicer or (ii) becomes a Rejected Vehicle, arranging
for the disposition of such vehicle;
 in connection with the disposition of any vehicle that is an HVF Series 2013-G1 Program
Vehicle, delivering certificates of title and documents of transfer signed as necessary, signed
condition reports and signed odometer statements to be submitted with such HVF Series
2013-G1 Program Vehicles returned to a manufacturer and accepted by or on behalf of the
manufacturer at the time of such HVF Series 2013-G1 Program Vehicle’s return;
 taking such actions as are required or desirable to effect like-kind exchanges for tax purposes
or otherwise in connection with like-kind exchanges, including directing and causing deposits
and withdrawals with respect to disposition proceeds in connection with the Master Exchange
Agreement and Escrow Agreement;
 calculating, among other values, all Depreciation Charges, Base Rent, Monthly Variable
Rent, Casualty Payment Amounts, Program Vehicle Special Default Payment Amounts, Non-
Program Vehicle Special Default Payment Amounts, Early Program Return Payment
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Amounts, Redesignation to Non-Program Amounts, Redesignation to Program Amounts,
Program Vehicle Depreciation Assumption True-Up Amounts, Pre-VOLCD Program Vehicle
Depreciation Amounts, Assumed Remaining Holding Periods, Assumed Residual Values,
Capitalized Costs, Accumulated Depreciation and Net Book Values; and
 upon the occurrence of a Group I Liquidation Event, disposing of vehicles in accordance with
the instructions of HVF or the Collateral Agent.
The Servicer is required to perform the foregoing functions in accordance with the “Lease
Servicing Standard”, which is generally defined as servicing that is performed with the promptness,
diligence and skill that a reasonably prudent person would exercise in comparable circumstances and that:
(a) taken as a whole (i) is usual and customary in the daily motor vehicle rental, fleet leasing and/or
equipment rental or leasing industry or (ii) to the extent not usual and customary in any such industry,
reflects changed circumstances, practices, technologies, tactics, strategies or implementation methods
and, in each case, is behavior that the Servicer or its affiliates would undertake were the Servicer the
owner of the vehicles subject to the HVF Series 2013-G1 Lease and that would not reasonably be
expected to have a Lease Material Adverse Effect with respect to HVF; (b) with respect to HVF or any
lessee under the HVF Series 2013-G1 Lease, would enable the Servicer to cause HVF or such lessee to
comply in all material respects with all the duties and obligations of HVF or such lessee, as applicable,
under the HVF Series 2013-G1 Lease; and (c) with respect to HVF or any lessee under the HVF Series
2013-G1 Lease, causes the Servicer, HVF and/or such lessee to remain in compliance with all
requirements of law, except to the extent that failure to remain in such compliance would not reasonably
be expected to result in a Lease Material Adverse Effect with respect to HVF.
Upon the occurrence of a Servicer Default under the HVF Series 2013-G1 Lease:
 HVF will not, without the prior written consent of the Trustee acting at the written direction
of the Requisite Group I Investors, terminate the Servicer or appoint a successor Servicer in
accordance with the HVF Series 2013-G1 Lease or the Collateral Agency Agreement; and
 will terminate the Servicer and appoint a successor servicer in accordance with the HVF
Series 2013-G1 Lease and the Collateral Agency Agreement if and when so directed by the
Trustee acting at the written direction of the Requisite Group I Investors.
As compensation for the performance of the Servicer’s services under the HVF Series 2013-G1
Lease, the Servicer is entitled to a monthly fee equal to 0.50% per annum, payable on each Payment Date
at one-twelfth the annual rate, on the outstanding net book value of the HVF Series 2013-G1 Lease
Vehicles subject to the HVF Series 2013-G1 Lease as of the last day of the Related Month. The
Servicer’s fees are included in HVF Series 2013-G1 Carrying Charges and are paid by HVF in
accordance with the priority of payments for interest proceeds under the HVF Series 2013-G1
Supplement. See “Allocations and Applications of Collections and Priorities of Payments – Priority of
Payments under the HVF Series 2013-G1 Supplement – Interest Collections”.
Guarantor under the HVF Series 2013-G1 Lease
entirety by reference to, all the provisions of the HVF Series 2013-G1 Lease. An electronic copy of the
HVF Series 2013-G1 Lease is available to prospective investors upon request to the Trustee or the Issuer.
Pursuant to the HVF Series 2013-G1 Lease, Hertz (i) unconditionally and irrevocably guarantees to HVF
the obligations of each of the lessees under the HVF Series 2013-G1 Lease to make any payments
required to be made by them under the HVF Series 2013-G1 Lease, (ii) agrees to cause each such lessee
69
to duly and punctually perform and observe all of the terms, conditions, covenants, agreements and
indemnities applicable to such lessee under the HVF Series 2013-G1 Lease, and (iii) agrees that, if for
any reason whatsoever, any such lessee fails to so perform and observe such terms, conditions, covenants,
agreements and indemnities, Hertz will duly and punctually perform and observe the same. The liabilities
and obligations of Hertz under such guaranty will be absolute and unconditional under all circumstances,
and such guaranty is a guaranty of payment and not of collection. The HVF Trustee is a third-party
beneficiary of such guaranty.
Collateral Servicer
entirety by reference to, all the provisions of the Collateral Agency Agreement. An electronic copy of the
Collateral Agency Agreement is available to prospective investors upon request to the Trustee or the
Issuer.
Pursuant to the Collateral Agency Agreement, Hertz has been appointed Collateral Servicer.
With respect to the Series 2013-G1 HVF Segregated Vehicle Collateral and any other collateral
constituting Group I Indenture Collateral that is secured pursuant to the Collateral Agency Agreement,
Hertz’s obligations as Collateral Servicer generally are, among other things, as follows:
 causing the Collateral Agent to be shown as the first lienholder on the certificates of title for
each vehicle included in such collateral, unless such vehicle is designated as a Non-Liened
Vehicle in accordance with the Collateral Agency Agreement;
 designating (or redesignating, as the case may be) vehicles included in such collateral on its
computer systems as being for the benefit of the Group I Noteholders;
 directing payments due in connection with the manufacturer programs with respect to
vehicles included in such collateral to be deposited directly into a Collateral Account, unless
such function has been delegated to the servicer with respect to the lease relating to such
vehicle;
 deposit all sale proceeds received by the Collateral Servicer from sales of vehicles included in
such collateral to third parties (other than in connection with any related manufacturer
program) and insurance proceeds and warranty payments in respect of such vehicles received
directly by the Collateral Servicer into a Collateral Account within two (2) business days of
receipt by the Collateral Servicer, unless such function has been delegated to the servicer with
respect to the lease relating to such vehicle;
 preparing and maintaining electronic records on each business day (the “Collateral Agent
Records”) showing (i) each vehicle (by its vehicle identification number) then pledged under
the Collateral Agency Agreement, (ii) each such vehicle then designated as a Non-Liened
Vehicle, (iii) the jurisdiction in which such vehicle is then titled, (iv) the beneficiary for
whom such vehicle is then pledged, and (v) the recorded mileage as of its last check-in, date
of its last check-in and physical location of such vehicle as of its last check-in;
 furnishing to the Collateral Agent a report on each business day (the “Collateral Agent
Report”) that specifies changes in the Collateral Agent Records since the preceding business
day;
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 instructing the Collateral Agent in writing to make distributions, withdrawals and payments
from the Collateral Accounts in accordance with the Collateral Agency Agreement; and
 performing the duties specified in the Master Exchange Agreement and Escrow Agreement in
order to facilitate like-kind exchanges with respect to vehicles pledged under the Collateral
Agency Agreement.
The Collateral Servicer is required to perform the foregoing functions in accordance with the
“Collateral Servicing Standard”, which with respect to the Collateral Agency Agreement, is defined as
the industry standards applicable to the performance of services comparable to those performed by the
Collateral Servicer under the Collateral Agency Agreement, and in all cases with no less than the degree
of care and skill in its performance thereof as the Collateral Servicer would exercise or use under similar
circumstances in the conduct of its own affairs or with respect to its own property.
With respect to the Series 2013-G1 HVF Segregated Vehicle Collateral and any other collateral
constituting Group I Indenture Collateral that is secured pursuant to the Collateral Agency Agreement, the
Collateral Agent has granted Hertz, as Collateral Servicer, a power of attorney under the Collateral
Agency Agreement authorizing Hertz, as Collateral Servicer, to note the lien of the Collateral Agent on
such vehicles’ certificates of title, as described above, and to remove such notations in connection with
dispositions or Non-Liened Vehicle designations. During the continuance of an Amortization Event with
respect to any Series of Group I Notes, the Trustee, at the written direction of the Requisite Group I
Investors (in the case where such Amortization Event is with respect to all Series of Group I Notes) or
Required Series Noteholders with respect to any Series of Group I Notes with respect to which such
Amortization Event has occurred and is continuing (in the case where such Amortization Event is with
respect to less than all Series of Group I Notes) will cause the Collateral Agent to terminate such power of
attorney and designate a replacement power of attorney to a party specified pursuant to such noteholder
direction to the Trustee.
As compensation for the performance of the Collateral Servicer’s services under the Collateral
Agency Agreement, the Collateral Servicer is entitled to a monthly fee of $10,000 payable on each
Payment Date, which fee is payable by each Grantor under the Collateral Agency Agreement ratably on
the basis of such party’s number of beneficially owned vehicles subject to the Collateral Agency
Agreement relative to the aggregate number of vehicles subject to the Collateral Agency Agreement.
HVF’s allocable portion of the Collateral Servicer’s fees is included in HVF Series 2013-G1 Carrying
Charges and is paid by HVF in accordance with the priority of payments for interest proceeds under the
HVF Series 2013-G1 Supplement. See “Allocations and Applications of Collections and Priorities of
Payments – Priority of Payments under the HVF Series 2013-G1 Supplement – Interest Collections”.
Nominee-Servicer
entirety by reference to, all the provisions of the Nominee Agreement. An electronic copy of the
Nominee Agreement is available to prospective investors upon request to the Trustee or the Issuer.
Pursuant to the Nominee Agreement, Hertz has been appointed Nominee-Servicer. The
Nominee-Servicer is required to maintain and update on a daily basis an electronic record identifying the
beneficial owner of each vehicle (identified by such vehicle’s vehicle identification number) titled in the
name of the Nominee pursuant to the Nominee Agreement. The Nominee-Servicer delivered the initial
record of such beneficial ownership to the Nominee and the Collateral Agent, and upon receiving notice
of the transfer of beneficial ownership of a vehicle that remains titled in the name of the Nominee
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pursuant to the Nominee Agreement, the Nominee-Servicer is obligated to furnish to the Collateral Agent
on the next succeeding business day a report specifying the details of such transfer.
Pursuant to a power of attorney granted at the direction of HVF by the Nominee to the Nominee-
Servicer under the Nominee Agreement, the Nominee-Servicer has been granted the authority to (i)
execute any and all documents and instruments pertaining to the titling of all or a portion of the vehicles
subject to the HVF Series 2013-G1 Lease in the name of the Nominee and the licensing and registration
of such vehicles, and (ii) transfer the title to any such vehicles from the name of the Nominee to the name
of HVF or the name of a third party or any other person at any time and to execute such other documents
and instruments as may be necessary to effect any such transfer. The Nominee is required to revoke that
power of attorney if so directed by HVF or The Bank of New York Mellon Trust Company, N.A., as
Collateral Agent.
As compensation for the performance of the Nominee-Servicer’s services under the Nominee
Agreement, the Nominee-Servicer is entitled to an annual fee of $120,000 payable on the Payment Date
occurring in December of each calendar year, which fee is payable by each party for whom the Nominee
acts as nominee titleholder under the Nominee Agreement ratably on the basis of such party’s number of
beneficially owned vehicles subject to the Nominee Agreement relative to the aggregate number of
vehicles subject to the Nominee Agreement. HVF’s allocable portion of the Nominee-Servicer’s fees is
included in HVF Series 2013-G1 Carrying Charges and is paid by HVF in accordance with the priority of
payments for interest proceeds under the HVF Series 2013-G1 Supplement. See “Allocations and
Applications of Collections and Priorities of Payments – Priority of Payments under the HVF Series
2013-G1 Supplement – Interest Collections”.
Group I Administrator
entirety by reference to, all the provisions of the Group I Administration Agreement. An electronic copy
of the Group I Administration Agreement is available to prospective investors upon request to the Trustee
or the Issuer.
Pursuant to the Group I Administration Agreement, Hertz has been appointed to perform certain
of the Issuer’s duties under the Base Related Documents, the Group I Related Documents and the Series
Related Documents with respect to each Series of Group I Notes. The Group I Administrator is
responsible for performing the following functions, among others, in each case to the extent relating to the
Group I Indenture Collateral, any Group I Series-Specific Collateral or the Group I Note Obligations:
performing, preparing or otherwise satisfying such actions, determinations, calculations, directions,
instructions, notices, deliveries or other performance obligations of all such documents, reports, filings,
instruments, certificates and opinions as it is the duty of the Issuer to do pursuant to the Group I Related
Documents or the Series Related Documents with respect each Series of Group I Notes, and the taking of
all appropriate action that it is the duty of the Group I Administrator or the Issuer to take pursuant to such
Group I Related Documents and the Series Related Documents with respect to each Series of Group I
Notes.
As compensation for the performance of the Group I Administrator’s services under the Group I
Administration Agreement, the Group I Administrator is entitled to a monthly administration fee
thereunder of $10,000 per month payable by the Issuer on each Payment Date. Such fee is allocated
among each Series of Group I Notes, and, with respect to the Series 2015-3 Notes, such allocation will be
represented by the Series 2015-3 Group I Administrator Fee Amount, which will be paid by the Issuer in
accordance with the priority of payments for interest proceeds under the Series 2015-3 Supplement. See
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“Allocations and Applications of Collections and Priorities of Payments – Priority of Payments on the
Series 2015-3 Notes – Interest Collections”.
The Issuer, with the written consent of the Requisite Group I Investors, may remove the Group I
Administrator without cause by providing the Group I Administrator with at least sixty (60) days’ prior
written notice.
If (i) the Group I Administrator has materially defaulted in the performance of any of its duties
under the Group I Administration Agreement and such default materially and adversely affects the
interests of the Group I Noteholders, and such default is not cured within thirty (30) days of notice of such
default (or, if such default cannot be cured in such thirty (30) day period, prior to the expiration of such
thirty (30) day period the Group I Administrator has not given such assurance of cure as is reasonably
satisfactory to the Issuer) or (ii) certain bankruptcy or insolvency events occur with respect to the Group I
Administrator (any of the events in clause (i) or (ii), a “Group I Administrator Default”), the Trustee
may, and at the written direction of the Requisite Group I Investors is required to, remove the Group I
Administrator.
No resignation or removal of the Group I Administrator will be effective until a successor Group
I Administrator is appointed by the Issuer and such successor agrees in writing to be bound by the terms
of the Group I Administration Agreement. The appointment of any successor Group I Administrator will
be effective only after satisfaction of the Rating Agency Condition with respect to each Series of Group I
Notes outstanding with respect to the proposed appointment.
HVF Series 2013-G1 Administrator
entirety by reference to, all the provisions of the HVF Series 2013-G1 Administration Agreement. An
electronic copy of the HVF Series 2013-G1 Administration Agreement is available to prospective
investors upon request to the Trustee or the Issuer.
Pursuant to the HVF Series 2013-G1 Administration Agreement, Hertz has been appointed to
perform certain of HVF’s duties under the HVF Series 2013-G1 Related Documents to the extent they
relate to the HVF Series 2013-G1 Collateral or the HVF Series 2013-G1 Note Obligations. The HVF
Series 2013-G1 Administrator is responsible for performing the following functions, among others, in
each case to the extent relating to HVF Series 2013-G1 Collateral or the HVF Series 2013-G1 Note
Obligations: performing, preparing or otherwise satisfying such actions, determinations, calculations,
directions, instructions, notices, deliveries or other performance obligations of all such documents,
reports, filings, instruments, certificates and opinions as it is the duty of HVF to do pursuant to the HVF
Series 2013-G1 Related Documents, and the taking of all appropriate action that it is the duty of the HVF
Series 2013-G1 Administrator or HVF to take pursuant to such HVF Series 2013-G1 Related Documents.
As compensation for the performance of the HVF Series 2013-G1 Administrator’s services under
the HVF Series 2013-G1 Administration Agreement, the HVF Series 2013-G1 Administrator is entitled to
a monthly administration fee thereunder of $10,000 per month payable by HVF on each Payment Date.
This monthly administration fee is paid to the HVF Series 2013-G1 Administrator by HVF in accordance
with the priority of payments for interest proceeds under the HVF Series 2013-G1 Supplement. See
“Allocations and Applications of Collections and Priorities of Payments – Priority of Payments under the
HVF Series 2013-G1 Supplement – Interest Collections”.
If (i) the HVF Series 2013-G1 Administrator has materially defaulted in the performance of any
of its duties under the HVF Series 2013-G1 Administration Agreement and such default materially and
73
adversely affects the interests of the HVF Series 2013-G1 Noteholders, and such default is not cured
within thirty (30) days of receiving notice of such default (or, if such default cannot be cured in such
thirty (30) day period, prior to the expiration of such thirty (30) day period the HVF Series 2013-G1
Administrator has not given such assurance of cure as is reasonably satisfactory to HVF) or (ii) certain
bankruptcy or insolvency events occur with respect to the HVF Series 2013-G1 Administrator (any of the
events in clause (i) or (ii), an “HVF Series 2013-G1 Administrator Default”), the HVF Trustee may, and
at the written direction of the HVF Series 2013-G1 Required Noteholders is required to, remove the HVF
Series 2013-G1 Administrator.
No resignation or removal of the HVF Series 2013-G1 Administrator will be effective until a
successor HVF Series 2013-G1 Administrator is appointed by HVF and such successor agrees in writing
to be bound by the terms of the HVF Series 2013-G1 Administration Agreement.
Incorporation by Reference
Certain information regarding Hertz has been incorporated by reference into this Offering
Circular. The information incorporated by reference is considered to be a part of this Offering Circular,
and information that Hertz files later with the SEC will update and supersede this information. This
Offering Circular incorporates by reference the documents listed below that Hertz has previously filed
with the SEC (other than the portions of those documents not deemed to be filed). They contain
important information about Hertz and its financial condition. The documents listed below were prepared
by Hertz and not the Issuer.
 Hertz’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, other than
Item 11 thereof;
 Hertz’s Current Reports on Form 8-K filed on April 3, 2015, April 15, 2015, May 27, 2015,
June 8, 2015, June 23, 2015, July 7, 2015 and August 24, 2015;
 Hertz’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015;
 Hertz’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015; and
 all documents filed by Hertz with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, after the date of this Offering Circular until all the Offered Series 2015-3
Notes that may be offered by this Offering Circular are sold (other than those documents and
those portions of those documents not deemed to be filed).
You should read the information relating to Hertz in this Offering Circular together with the
information in the documents incorporated by reference. Reports and information that Hertz files with the
SEC that is not specifically identified above as being incorporated by reference in this Offering Circular is
not incorporated by reference in this Offering Circular and you should not consider such information to be
part of this Offering Circular. Nothing contained herein should be deemed to incorporate information
furnished to, but not filed with, the SEC.
You can obtain any of the filings incorporated by reference in this Offering Circular from Hertz
or the SEC through the SEC’s website or at the SEC’s public reference room at 100 F Street, N.E.,
Washington, DC 20549. Hertz will provide without charge to each person to whom a copy of this
Offering Circular is delivered, upon written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference in this Offering
74
Circular. You should direct requests for those documents to The Hertz Corporation, 999 Vanderbilt
Beach Road, Naples, FL 34108, Attention: Investor Relations (telephone (239) 552-5700).
BACK-UP ADMINISTRATOR
About
Lord Securities Corporation has served the securitization and structured finance market since
1971, beginning with its previous administration as part of a leading Wall Street investment bank. Lord
Securities Corporation provides transaction sponsors and their financial and legal advisors with seamless,
multi-jurisdictional service through its worldwide network and by way of its experienced personnel.
Professional staff at Lord Securities Corporation includes certified public accountants, MBAs, attorneys,
in-house paralegals and others with extensive experience in securitization and structured finance. Lord
Securities Corporation provides domestic and off-shore special purpose entities with equity capital,
independent directors and officers, as well as full-service, third party special purpose entity
administration, ownership, transaction management, accounting, commercial paper issuance and treasury
services. Lord Securities Corporation is a TMF Group Company. TMF Group has over 5,500
professionals working out of 120 offices in 80 countries globally.
Group I Back-up Administrator
entirety by reference to, all the provisions of the Group I Back-up Administration Agreement. An
electronic copy of the Group I Back-up Administration Agreement is available to prospective investors
upon request to the Trustee or the Issuer.
Pursuant to the Group I Back-up Administration Agreement, Lord has been appointed Group I
Back-up Administrator.
Following a Group I Administrator Default, if the Trustee removes, or is instructed to remove, the
Group I Administrator, and directs the Group I Back-up Administrator to take over the duties of the
Group I Administrator under the Group I Back-up Administration Agreement, the Group I Back-up
Administrator has agreed to take over all of the duties of the Group I Administrator under the Group I
Administration Agreement.
In order to perform its duties following a Group I Administrator Default, the Group I Back-up
Administrator has agreed to familiarize itself with the Group I Administrator’s servicing operations and
perform regular general audits of the Group I Administrator’s processes, procedures and evaluate the
Group I Administrator’s operations. The Group I Administrator has agreed to provide the Group I Back-
up Administrator with monthly reports on an ongoing basis, and copies of all statements and reports the
Group I Back-up Administrator would need to produce upon the replacement of the Group I
Administrator.
As compensation for the performance of its duties, the Group I Administrator will pay to the
Group I Back-up Administrator an annual fee, payable quarterly in advance on the last business day of
February, May, August and November. The annual fee payable to the Group I Back-up Administrator has
been prepaid by the Group I Administrator through December 31, 2015.
Following the occurrence and continuation of any one of the following events: (a) an event of
bankruptcy occurs with respect to the Group I Back-up Administrator or (b) the Group I Back-up
Administrator defaults in the due performance and observance of any material provision of the Group I
75
Back-up Administration Agreement, and such default has continued for a period of at least thirty (30)
days after the earlier to occur of the Group I Back-up Administrator receiving written notice thereof or
otherwise gaining actual knowledge thereof (or, if such failure cannot be cured within thirty (30) days,
then the Group I Back-up Administrator has not given notice within such thirty (30) day period to the
Issuer, the Trustee and, if the Group I Back-up Administrator is not obligated to perform the duties of the
Group I Administrator, to the Group I Administrator, of corrective action it proposes to take, which
corrective action must be agreed to by the Issuer and the Group I Administrator, if the Group I Back-up
Administrator is not obligated to perform the duties of the Group I Administrator, or the Trustee, if the
Group I Back-up Administrator is obligated to perform the duties of the Group I Back-up Administrator,
and which corrective action the Group I Back-up Administrator will thereafter pursue diligently until such
default is cured), the Trustee will have the ability to terminate the Group I Back-up Administrator.
However, unless the Trustee, acting at the direction of the Requisite Group I Investors, otherwise directs,
the Group I Back-up Administrator will remain obligated to perform as Group I Back-up Administrator
until a replacement Group I Back-up Administrator has been appointed in accordance with the Group I
Back-up Administration Agreement.
In addition, until the Group I Back-up Administrator has taken over the duties of the Group I
Administrator under the Group I Administration Agreement, the Group I Administrator will have the
ability to terminate the Group I Back-up Administrator and replace the Group I Back-up Administrator,
with or without cause, upon thirty (30) days’ prior written notice to the Group I Back-up Administrator,
but such termination will not be effective until a replacement Group I Back-up Administrator has been
appointed pursuant to the Group I Back-up Administration Agreement.
The Group I Back-up Administrator may resign at any time upon ninety (90) days’ prior written
notice, but no resignation of the Group I Back-up Administrator can become effective until a replacement
Group I Back-up Administrator has been appointed.
HVF Series 2013-G1 Back-up Administrator
entirety by reference to, all the provisions of the HVF Series 2013-G1 Back-up Administration
Agreement. An electronic copy of the HVF Series 2013-G1 Back-up Administration Agreement is
available to prospective investors upon request to the Trustee or the Issuer.
Pursuant to the HVF Series 2013-G1 Back-up Administration Agreement, Lord has been
appointed HVF Series 2013-G1 Back-up Administrator.
Following an HVF Series 2013-G1 Administrator Default, if the HVF Trustee removes, or is
instructed to remove, the HVF Series 2013-G1 Administrator, and directs the HVF Series 2013-G1 Back-
up Administrator to take over the duties of the HVF Series 2013-G1 Administrator under the HVF Series
2013-G1 Back-up Administration Agreement, the HVF Series 2013-G1 Back-up Administrator has
agreed to take over all of the duties of the HVF Series 2013-G1 Administrator under the HVF Series
2013-G1 Administration Agreement other than duties relating to the disposition of and turning back, or
causing to be turned back, of vehicles.
In order to perform its duties following an HVF Series 2013-G1 Administrator Default, the HVF
Series 2013-G1 Back-up Administrator has agreed to familiarize itself with the HVF Series 2013-G1
Administrator’s servicing operations and perform regular general audits of the HVF Series 2013-G1
Administrator’s processes, procedures and evaluate the HVF Series 2013-G1 Administrator’s operations.
The HVF Series 2013-G1 Administrator has agreed to provide the HVF Series 2013-G1 Back-up
Administrator with monthly reports on an ongoing basis, and copies of all statements and reports the HVF
76
Series 2013-G1 Back-up Administrator would need to produce upon the replacement of the HVF Series
2013-G1 Administrator.
As compensation for the performance of its duties, the HVF Series 2013-G1 Administrator will
pay to the HVF Series 2013-G1 Back-up Administrator an annual fee, payable quarterly in advance on the
last business day of February, May, August and November. The annual fee payable to the HVF Series
2013-G1 Back-up Administrator has been prepaid by the HVF Series 2013-G1 Administrator through
December 31, 2015.
Following the occurrence and continuation of any one of the following events: (a) an event of
bankruptcy occurs with respect to the HVF Series 2013-G1 Back-up Administrator or (b) the HVF Series
2013-G1 Back-up Administrator defaults in the due performance and observance of any material
provision of the HVF Series 2013-G1 Back-up Administration Agreement, and such default has
continued for a period of at least thirty (30) days after the earlier to occur of the HVF Series 2013-G1
Back-up Administrator receiving written notice thereof or otherwise gaining actual knowledge thereof
(or, if such failure cannot be cured within thirty (30) days, then the HVF Series 2013-G1 Back-up
Administrator has not given notice within such thirty (30) day period to the Issuer, the HVF Trustee and,
if the HVF Series 2013-G1 Back-up Administrator is not obligated to perform the duties of the HVF
Series 2013-G1 Administrator, to the HVF Series 2013-G1 Administrator, of corrective action it proposes
to take, which corrective action must be agreed to by the Issuer and the HVF Series 2013-G1
Administrator, if the HVF Series 2013-G1 Back-up Administrator is not obligated to perform the duties
of the HVF Series 2013-G1 Administrator, or the HVF Trustee, if the HVF Series 2013-G1 Back-up
Administrator is obligated to perform the duties of the HVF Series 2013-G1 Back-up Administrator, and
which corrective action the HVF Series 2013-G1 Back-up Administrator will thereafter pursue diligently
until such default is cured), the HVF Trustee will have the ability to terminate the HVF Series 2013-G1
Back-up Administrator. However, unless the HVF Trustee, acting at the direction of the HVF Series
2013-G1 Required Noteholders, otherwise directs, the HVF Series 2013-G1 Back-up Administrator will
remain obligated to perform as HVF Series 2013-G1 Back-up Administrator until a replacement HVF
Series 2013-G1 Back-up Administrator has been appointed in accordance with the HVF Series 2013-G1
Back-up Administration Agreement.
In addition, until the HVF Series 2013-G1 Back-up Administrator has taken over the duties of the
HVF Series 2013-G1 Administrator under the HVF Series 2013-G1 Administration Agreement, the HVF
Series 2013-G1 Administrator will have the ability to terminate the HVF Series 2013-G1 Back-up
Administrator and replace the HVF Series 2013-G1 Back-up Administrator, with or without cause, upon
thirty (30) days’ prior written notice to the HVF Series 2013-G1 Back-up Administrator, but such
termination will not be effective until a replacement HVF Series 2013-G1 Back-up Administrator has
been appointed pursuant to the HVF Series 2013-G1 Back-up Administration Agreement.
The HVF Series 2013-G1 Back-up Administrator may resign at any time upon ninety (90) days’
prior written notice, but no resignation of the HVF Series 2013-G1 Back-up Administrator can become
effective until a replacement HVF Series 2013-G1 Back-up Administrator has been appointed.
BACK-UP DISPOSITION AGENT
About
Fiserv Automotive Solutions, Inc. specializes in strategic vehicle remarketing, lease maturity
management, liability management, titles management and customer retention programs for the
automotive and related finance industries and provides a suite of technology solutions including
automotive loan and lease origination systems, accounting systems and account management systems and
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provides an end to end business process outsource solution. Fiserv Automotive Solutions, Inc.’s more
than 500 associates manage approximately 500,000 vehicles and approximately $6 billion in transactions
annually. Fiserv Automotive Solutions, Inc. is wholly-owned by Fiserv, Inc. and a provider of services to
the financial industry. Fiserv Automotive Solutions, Inc. offers service bureau and in-house processing
systems, e-commerce solutions, facilities and resource management. Fiserv Automotive Solutions, Inc.
serves clients including credit unions, banks, broker/dealers, finance companies, financial
planners/investment advisors, insurance companies and agents, automotive finance companies, mortgage
providers, and savings institutions.
HVF Series 2013-G1 Back-up Disposition Agent
The following summary does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the HVF Series 2013-G1 Back-up Disposition Agent
Agreement. An electronic copy of the HVF Series 2013-G1 Back-up Disposition Agent Agreement is
Generally
Pursuant to the HVF Series 2013-G1 Back-up Disposition Agent Agreement, Fiserv has been
appointed HVF Series 2013-G1 Back-up Disposition Agent.
In order to be prepared to dispose of all or a portion of the HVF Series 2013-G1 Lease Vehicles,
the HVF Series 2013-G1 Back-up Disposition Agent will be obligated, among other things, to:
(i) be familiar with, and able to obtain the information with respect to each HVF Series
2013-G1 Lease Vehicle necessary for the disposition of such HVF Series 2013-G1 Lease Vehicle
from, the Servicer’s internal vehicle tracking system,
(ii) maintain and update a computer system which contains the most-current information
regarding the HVF Series 2013-G1 Lease Vehicles as would be required to dispose of the HVF
Series 2013-G1 Lease Vehicles,
(iii) be familiar with the locations and operations of any facility in which the certificates
of title for the HVF Series 2013-G1 Lease Vehicles are received or maintained by the Servicer or
by third parties engaged to hold such titles,
(iv) have a working knowledge of each Manufacturer Program,
(v) perform certain regular disposition simulation testing with respect to the HVF Series
2013-G1 Lease Vehicles,
(vi) twice in any calendar year visit the place of business of the Servicer, and
(vii) provide safe storage for and retain all reports delivered to it by the Servicer for the
term of the HVF Series 2013-G1 Back-up Disposition Agent Agreement.
On any date during the continuance of a Servicer Default with respect to the HVF Series 2013-G1
Lease, if a Group I Liquidation Event is then continuing (any period during which both such Servicer
Default and Group I Liquidation Event are continuing, which period occurs after the execution by an
eligible party of a joinder to the HVF Series 2013-G1 Back-up Disposition Agent Agreement (as
described below), a “Liquidation Period”), the HVF Trustee and the Collateral Agent may direct the
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HVF Series 2013-G1 Back-up Disposition Agent to dispose of HVF Series 2013-G1 Lease Vehicles and
the HVF Series 2013-G1 Back-up Disposition Agent will be obligated to:
(i) locate the specified HVF Series 2013-G1 Lease Vehicles and the related certificates of
title,
(ii) take possession of such HVF Series 2013-G1 Lease Vehicles and the related
certificates of title,
(iii) secure such HVF Series 2013-G1 Lease Vehicles and the related keys and equipment
in a secure location,
(iv) enter in its system certain information relating to the HVF Series 2013-G1 Lease
Vehicles of which the HVF Series 2013-G1 Back-up Disposition Agent has taken possession,
(v) inspect such HVF Series 2013-G1 Lease Vehicles,
(vi) determine whether each such HVF Series 2013-G1 Lease Vehicle is subject to, and
eligible for return under, a manufacturer program,
(vii) dispose of such HVF Series 2013-G1 Lease Vehicles and deposit the disposition
proceeds into the HVF Series 2013-G1 Collection Account, and
(viii) upon direction by the HVF Trustee and the Collateral Agent, inform applicable
parties when a Liquidation Period is in effect and, in the case of an HVF Series 2013-G1 Lease
Vehicle subject to a manufacturer program, direct the applicable manufacturer to provide
information regarding payments made by such manufacturer with respect to all HVF Series 2013-
G1 Lease Vehicles subject to such manufacturer program.
If the HVF Series 2013-G1 Back-up Disposition Agent determines that an HVF Series 2013-G1
Lease Vehicle that is a program vehicle is eligible for return under a manufacturer program, it will return
such vehicle to the applicable manufacturer pursuant to the terms of the manufacturer program.
The HVF Series 2013-G1 Back-up Disposition Agent will provide the HVF Trustee with regular
reports describing certain information with respect to the HVF Series 2013-G1 Lease Vehicles it has
disposed of, including the gross sale proceeds and the related expenses incurred by the HVF Series 2013-
G1 Back-up Disposition Agent.
Condition Precedent to Performance of Liquidation Duties
The HVF Series 2013-G1 Back-up Disposition Agent will not be required to perform its duties
with respect to locating, taking possession of, and disposing of the HVF Series 2013-G1 Lease Vehicles
unless HVF, an entity with a credit rating at least equal to “BBB-” from S&P or “Baa3” from Moody’s,
or an entity otherwise acceptable to the HVF Series 2013-G1 Back-up Disposition Agent, has agreed to
assume the obligations of Hertz under the HVF Series 2013-G1 Back-up Disposition Agent Agreement
(including the obligation to pay the fees and expenses of the HVF Series 2013-G1 Back-up Disposition
Agent described below) by executing a joinder to the HVF Series 2013-G1 Back-up Disposition Agent
Agreement in a pre-agreed form. The HVF Series 2013-G1 Back-up Disposition Agent may not resign or
terminate the HVF Series 2013-G1 Back-up Disposition Agent Agreement and neither Hertz nor the HVF
Trustee may remove the HVF Series 2013-G1 Back-up Disposition Agent unless and until (i) a successor
HVF Series 2013-G1 Back-up Disposition Agent has been selected by Hertz and consented to by the
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HVF Trustee and (ii) such successor HVF Series 2013-G1 Back-up Disposition Agent agrees in writing to
be bound by the terms of the HVF Series 2013-G1 Back-up Disposition Agent Agreement in the same
manner as the HVF Series 2013-G1 Back-up Disposition Agent is bound or by such other terms as may
be acceptable to Hertz and the HVF Trustee; provided that, if any yearly maintenance fee owing to the
HVF Series 2013-G1 Back-up Disposition Agent under the HVF Series 2013-G1 Back-up Disposition
Agent Agreement is more than thirty (30) days past due and owing, the HVF Series 2013-G1 Back-up
Disposition Agent will be under no obligation to perform its duties under the HVF Series 2013-G1 Back-
up Disposition Agent Agreement until such past due amounts are paid in full. See “Risk Factors – Risks
Related to the Collateral Available to Noteholders – The Back-up Disposition Agent may not be required
to perform under the HVF Series 2013-G1 Back-up Disposition Agent Agreement, and the Back-up
Disposition Agent may incur costs and experience delays in locating, recovering and realizing upon the
HVF Series 2013-G1 Lease Vehicles.”
Compensation
As compensation for the performance of its duties, Hertz will pay the HVF Series 2013-G1 Back-
up Disposition Agent for all the agreed upon fees, including maintenance and liquidation fees, out-of-
pocket and other additional charges and taxes. The annual fee payable to the HVF Series 2013-G1 Back-
up Disposition Agent is $201,564, which fee, after the second anniversary of the HVF Series 2013-G1
Back-up Disposition Agent Agreement, is subject to increase by the lesser of 3% and the change in the
consumer price index.
In the event that the HVF Series 2013-G1 Back-up Disposition Agent is required to undertake its
duties with respect to locating, taking possession of and disposing of the HVF Series 2013-G1 Lease
Vehicles, the HVF Series 2013-G1 Back-up Disposition Agent will be entitled to receive, as
compensation for the performance of such duties, a liquidation fee equal to $95.00 for each HVF Series
2013-G1 Lease Vehicle it is directed to dispose of, as well as reimbursement for all operational expenses
and out-of-pocket expenses incurred in connection therewith, in each case in accordance with the HVF
Series 2013-G1 Back-up Disposition Agent Agreement.
Term
The HVF Series 2013-G1 Back-up Disposition Agent Agreement will remain in effect for eight
(8) years, unless otherwise terminated and will automatically renew for subsequent one (1) year terms
unless any party provides notice to each other party of its intent not to renew the HVF Series 2013-G1
Back-up Disposition Agent Agreement. Notwithstanding the above, Hertz has the right to terminate the
HVF Series 2013-G1 Back-up Disposition Agent Agreement on not less than thirty (30) days prior
written notice to the HVF Series 2013-G1 Back-up Disposition Agent, on the earlier of (a) January 31,
2018 or (b) one (1) year after the date upon which the Issuer has paid all principal of and interest relating
to debt issued pursuant to the HVF Series 2013-G1 Supplement by providing the HVF Series 2013-G1
Back-up Disposition Agent with thirty (30) days prior written notice.
Resignation, Removal and Termination
The HVF Series 2013-G1 Back-up Disposition Agent, upon ten (10) business days written notice
to Hertz and the HVF Trustee, may terminate or resign from its obligations under the HVF Series 2013-
G1 Back-up Disposition Agent Agreement if Hertz materially breaches its obligations (other than any
payment obligations) under the HVF Series 2013-G1 Back-up Disposition Agent Agreement or if Hertz
materially breaches its obligations with respect to the HVF Series 2013-G1 Back-up Disposition Agent’s
intellectual property and fails to cure such material breach within thirty (30) days following its receipt of
written notice stating, with particularity and in reasonable detail, the nature of the claimed breach. The
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HVF Series 2013-G1 Back-up Disposition Agent can also terminate the HVF Series 2013-G1 Back-up
Disposition Agent Agreement by providing at least ten (10) days prior written notice to each of Hertz, the
HVF Trustee and the Collateral Agent if any invoice with respect to amounts payable by or on behalf of
Hertz under the HVF Series 2013-G1 Back-up Disposition Agent Agreement remains unpaid thirty (30)
or more days after receipt by Hertz of such invoice, at any time following such thirtieth day, for so long as
such invoice remains unpaid.
Upon ten (10) business days written notice from Hertz or the HVF Trustee the HVF Series 2013-
G1 Back-up Disposition Agent may be removed or the HVF Series 2013-G1 Back-up Disposition Agent
Agreement may be terminated upon the occurrence of any of the following events: (i) the HVF Series
2013-G1 Back-up Disposition Agent materially defaults in the performance of any of its duties or
obligations for more than thirty (30) business days, (ii) any representation or warranty made by the HVF
Series 2013-G1 Back-up Disposition Agent under the HVF Series 2013-G1 Back-up Disposition Agent
Agreement, proves to be untrue or incorrect in any material respect, and such default has not been cured
within thirty (30) days, and (iii) a bankruptcy event of default has occurred. However, Hertz may not
remove the HVF Series 2013-G1 Back-up Disposition Agent or terminate the HVF Series 2013-G1 Back-
up Disposition Agent Agreement or any of its services thereunder during the continuation of a Servicer
Default with respect to the HVF Series 2013-G1 Lease.
No resignation by or removal or termination of the HVF Series 2013-G1 Back-up Disposition

Agent, including as described above, will be effective unless and until, with respect to the resignation or
removal of the HVF Series 2013-G1 Back-up Disposition Agent (i) a successor HVF Series 2013-G1
Back-up Disposition Agent selected by Hertz and consented to by the HVF Trustee (a “Successor Back-
up Disposition Agent”), which has elected to continue under the HVF Series 2013-G1 Back-up
Disposition Agent Agreement or under another agreement under which such Successor Back-up
Disposition Agent agrees to perform the duties of the HVF Series 2013-G1 Back-up Disposition Agent
set forth in the HVF Series 2013-G1 Back-up Disposition Agent Agreement has been appointed and (ii)
such Successor Back-up Disposition Agent has agreed in writing to be bound by the terms of the HVF
Series 2013-G1 Back-up Disposition Agent Agreement in the same manner as the HVF Series 2013-G1
Back-up Disposition Agent is bound under the HVF Series 2013-G1 Back-up Disposition Agent
Agreement or by such other agreement as may be acceptable to the HVF Trustee and Hertz.
COLLATERAL POOL
entirety by reference to, all the provisions of the Base Indenture, the Group I Supplement, the Series
2015-3 Supplement, the HVF Series 2013-G1 Supplement and the HVF Series 2013-G1 Lease, as well as
each other document referenced in any of the foregoing (to the extent such other document is implicated
by the following summary in any material respect). Electronic copies of such documents (other than the
Series 2015-3 Supplement, which will be made available by the Issuer to prospective investors upon
written request) are available to prospective investors upon request to the Trustee or the Issuer.
Generally, the direct and indirect collateral for the Series 2015-3 Notes will consist of vehicles,
receivables owing from manufacturers in respect of vehicles, receivables owing from Hertz and certain of
its affiliates under one or more leases, letters of credit, demand notes, deposit accounts, securities
accounts, cash, investment property, and rights under transaction documents. In certain cases, such
collateral will be for the benefit of each Series of Group I Notes, and in other cases, such collateral will be
solely for the benefit of the Series 2015-3 Notes.
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Group Level Collateral
Pursuant to the Group I Supplement, the Issuer has granted a security interest to the Trustee for
the benefit of the Group I Noteholders in the Issuer’s right, title and interest in the following assets
(collectively, the “Group I Indenture Collateral”):
 the Group I Leasing Company Notes, including the HVF Series 2013-G1 Note, including the
right to collect and foreclose upon the collateral pledged under such Group I Leasing
Company Notes, as further described below;
 the Group I Related Documents (other than the Group I Supplement), including all monies
due and to become due to the Issuer under or in connection with any Group I Related
Document,
 the Group I Collection Account, and all moneys on deposit from time to time therein and
permitted investments credited thereto;
 all additional property that may from time to time (pursuant to the terms of the Group I
Supplement or otherwise) be subjected to the grant and pledge under the Group I Supplement
by the Issuer or by anyone on its behalf; and
See “Description of Group I Notes: Underlying Indentures and Certain Related Documents – The Group
I Supplement”, and see the diagram under “Group I Leasing Company Notes: Generally” on page D-1.
HVF Series 2013-G1 Note Collateral
Pursuant to the Collateral Agency Agreement, HVF has granted a security interest to the
Collateral Agent for the ultimate benefit of the Group I Noteholders in all of its right, title and interest in
the vehicles owned by HVF and leased by HVF under the HVF Series 2013-G1 Lease, which constitutes
a segregated pool of vehicle collateral securing the HVF Series 2013-G1 Note, and all proceeds of the
foregoing. See “Description of Group I Notes: Underlying Indentures and Certain Related Documents –
The Collateral Agency Agreement”.
In addition to the foregoing, pursuant to the HVF Series 2013-G1 Supplement, to secure the HVF
Series 2013-G1 Note, HVF has granted a security interest to the Trustee for the benefit of the Issuer for
the ultimate benefit of the Group I Noteholders in HVF’s right, title and interest in the following assets:
 the HVF Series 2013-G1 Related Documents, in each case to the extent they relate to the
segregated vehicle collateral pledged to secure the HVF Series 2013-G1 Note, as such
segregated vehicle collateral is described below;
 the HVF Series 2013-G1 Collection Account, and all moneys on deposit from time to time
therein;
 investment property relating to the segregated vehicle collateral pledged to secure the HVF
Series 2013-G1 Note; and
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See “Description of Group I Notes: Underlying Indentures and Certain Related Documents – Group I
Leasing Company Notes: The HVF Series 2013-G1 Note”, and see the diagram under “Group I Leasing
Company Notes: The HVF Series 2013-G1 Note” on page D-2.
Series Level Collateral
Pursuant to the Series 2015-3 Supplement, the Issuer will grant a first-priority perfected security
interest to the Trustee for the benefit of the Series 2015-3 Noteholders in the Issuer’s right, title and
interest in the following assets:
 each Series 2015-3 Account, including any security entitlement with respect to financial
assets credited thereto, all funds, financial assets or other assets on deposit in each Series
2015-3 Account from time to time;
 all certificates and instruments, if any, representing or evidencing any or all of each Series
2015-3 Account, the funds on deposit therein or any security entitlement with respect to
financial assets credited thereto from time to time;
 each Class A/B/C/D Demand Note, including all certificates and instruments, if any,
representing or evidencing each Class A/B/C/D Demand Note; and
 all proceeds of any of the foregoing.
See “The Series 2015-3 Notes”.
However, if the Class E Notes are issued, then, due to their subordination, the benefit to the Class E
Noteholders in the foregoing series level collateral may be limited or eliminated.
ALLOCATIONS AND APPLICATIONS OF COLLECTIONS AND PRIORITIES OF

PAYMENTS
The following summary does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all the provisions of the Base Indenture, the Group I Supplement, the Series 2015-3
Supplement, the HVF Series 2013-G1 Supplement and the HVF Series 2013-G1 Lease, as well as each
other document referenced in any of the foregoing (to the extent such other document is implicated by the
following summary in any material respect). Electronic copies of such documents (other than the Series
2015-3 Supplement, which will be made available by the Issuer to prospective investors upon written
request) are available to prospective investors upon request to the Trustee or the Issuer.
Deposits of Vehicle Disposition Proceeds and Lease Payments
HVF is required to direct that all amounts due under or in connection with the disposition of HVF Series
2013-G1 Lease Vehicles be deposited directly into a Collateral Account by the payor thereof and be
withdrawn from such Collateral Account and deposited either into the HVF Series 2013-G1 Collection
Account or, in the case of Relinquished Property Proceeds, applied in accordance with the Master
Exchange Agreement within seven (7) business days of such deposit into such Collateral Account.
However, because the terms of the HVF Series 2013-G1 Supplement require that disposition proceeds
from HVF Series 2013-G1 Lease Vehicles be used to reduce the outstanding principal amount of the HVF
Series 2013-G1 Note, the Master Exchange Agreement directs any such Relinquished Property Proceeds
to be deposited directly into the HVF Series 2013-G1 Collection Account, and therefore all such amounts
due under or in connection with the disposition of HVF Series 2013-G1 Lease Vehicles deposited into a
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Collateral Account will be thereafter deposited into the HVF Series 2013-G1 Collection Account. See
“Description of Group I Notes: Underlying Indentures and Certain Related Documents – Like-Kind
Exchange Program” and “Description of Group I Notes: Underlying Indentures and Certain Related
Documents – The Collateral Agency Agreement”.
HVF is required to direct that all amounts payable to HVF under the HVF Series 2013-G1 Lease be
remitted directly to the HVF Trustee for deposit into the HVF Series 2013-G1 Collection Account.
See the diagram under “Disposition of HVF Series 2013-G1 Lease Vehicles, Payments of Monthly Base
Rent and Monthly Variable Rent under Group I Leases and Allocation as Group I Principal Collections”
on page D-3.
Priority of Payments under the HVF Series 2013-G1 Supplement
Principal Collections
On each day on which HVF Series 2013-G1 Principal Collections (i.e., all payments on or in respect of
the HVF Series 2013-G1 Collateral (including disposition proceeds from HVF Series 2013-G1 Lease
Vehicles and Monthly Base Rent) that are not HVF Series 2013-G1 Interest Collections) are received by
or on behalf of HVF, the HVF Trustee will apply such amounts to reduce the outstanding principal
amount of the HVF Series 2013-G1 Note by depositing such amounts in the Group I Collection Account.
See the diagram under “Disposition of HVF Series 2013-G1 Lease Vehicles, Payments of Monthly Base
Rent and Monthly Variable Rent under Group I Leases and Allocation as Group I Principal Collections”
on page D-3.
Interest Collections
On each Payment Date, the HVF Trustee will apply all HVF Series 2013-G1 Interest Collections (i.e., all
payments of Monthly Variable Rent under the HVF Series 2013-G1 Lease and all earnings on HVF
Series 2013-G1 Permitted Investments) first to the payment of HVF Series 2013-G1 Monthly Interest,
which will be paid to the Group I Collection Account. Thereafter, interest collections in respect of the
HVF Series 2013-G1 Note will be applied, sequentially, to pay the HVF Series 2013-G1 Administrator’s
fees, the HVF Trustee’s fees, the Servicer’s HVF Series 2013-G1 Monthly Servicing Fee and thereafter to
pay any remaining HVF Series 2013-G1 Carrying Charges. See the diagram under “Disposition of HVF
Series 2013-G1 Lease Vehicles, Payments of Monthly Base Rent and Monthly Variable Rent under Group
I Leases and Allocation as Group I Principal Collections” on page D-3.
Collections, Allocations and Applications under the Group I Supplement
The Issuer will cause all Group I Collections, which include amounts paid in respect of the HVF Series
2013-G1 Note, due and to become due to the Issuer or the Trustee to be deposited in the Group I
Collection Account at such times as such amounts are due within certain specified timeframes. On each
day on which Group I Collections are deposited into the Group I Collection Account, the Issuer will
allocate Group I Collections among the outstanding Series of Group I Notes in the manner described in
the Group I Series Supplements. Group I Collections allocated to a particular Series of Group I Notes
will be withdrawn from the Group I Collection Account and deposited in the applicable account for such
Series of Group I Notes specified in the applicable Group I Series Supplement. In the manner described
in the applicable Group I Series Supplement, to the extent that Group I Principal Collections that are
allocated to any Series of Group I Notes on a Payment Date are not needed to make payments to Group I
Noteholders of such Series of Group I Notes or required to be deposited in an account related to such
Series of Group I Notes on such Payment Date, such Group I Principal Collections may, at the direction
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of the Issuer, be applied to cover principal payments due to or for the benefit of Group I Noteholders of
another Series of Group I Notes. Monthly payments of principal of and/or interest on each Series of
Group I Notes will be determined, allocated and distributed in accordance with the procedures set forth in
the applicable Group I Series Supplement. With respect to the Series 2015-3 Notes, the foregoing
description of allocations will apply to the Series 2015-3 Notes as described below in “– Allocations to
the Series 2015-3 Notes”. See the diagram under “Disposition of HVF Series 2013-G1 Lease Vehicles,
Payments of Monthly Base Rent and Monthly Variable Rent under Group I Leases and Allocation as
Group I Principal Collections” on page D-3.
Allocations to the Series 2015-3 Notes
Generally, subject to certain modifications set forth below, on each date on which Group I Collections are
deposited into the Group I Collection Account, the Trustee will deposit the Series 2015-3 Notes’ allocable
portion of such Group I Collections in the Series 2015-3 Interest Collection Account and/or Series 2015-3
Principal Collection Account, as applicable.
With respect to Group I Interest Collections, such allocable portion will be the “Series 2015-3 Daily
Interest Allocation”, which for any date will equal the Series 2015-3 Invested Percentage (as of such
date) of the aggregate amount of Group I Interest Collections deposited into the Group I Collection
Account on such date.
With respect to Group I Principal Collections, such allocable portion will be the “Series 2015-3 Daily
Principal Allocation”, which for any date will equal the Series 2015-3 Invested Percentage (as of such
date) of the aggregate amount of Group I Principal Collections deposited into the Group I Collection
Account on such date.
As described more fully in the following table, the calculation of the Series 2015-3 Invested Percentage
will be a function of, among other things, the period during which the determination is being made and
whether such determination is being made with respect to Group I Interest Collections or Group I
Principal Collections. Specifically, with respect to the type of Group I Collections specified in the left-
hand column of the following table on any date of determination during the applicable period specified in
the center-column of such table, the “Series 2015-3 Invested Percentage” will be calculated as set forth
in the right-hand column of the following table:
Type of Group I Applicable Period Series 2015-3 Invested Percentage

Collections
(% equivalent of fractions described below)
Group I Interest on any Determination Date Numerator: the Series 2015-3 Accrued
Collections Amounts on the applicable Determination
Date
Denominator: the aggregate Group I Accrued

Amounts with respect to all Series of Group I
Notes on such date
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Group I Principal Series 2015-3 Revolving Period Numerator: the Series 2015-3 Adjusted Asset
Collections Coverage Threshold Amount as of the close of
business on the last day of the immediately
preceding Related Month (or, until the end of
the initial Related Month after the Series
2015-3 Closing Date, on the Series 2015-3
Closing Date)
Denominator: the Group I Aggregate Asset

Coverage Threshold Amount as of such date
determined in the numerator
(capped at 100%)
Series 2015-3 Rapid Amortization Numerator: the Series 2015-3 Adjusted Asset
Period – but prior to first date on Coverage Threshold Amount as of the close of
which an Amortization Event has business on the last day of the Series 2015-3
been declared or has automatically Revolving Period
occurred with respect to all Series
of Group I Notes Denominator: the Group I Aggregate Asset
determined in the numerator
(capped at 100%)
on and after the first date on which Numerator: the Series 2015-3 Adjusted Asset
an Amortization Event has been Coverage Threshold Amount as of the close of
declared or automatically occurred business on the day immediately prior to such
with respect to all Series of Group first date on which an Amortization Event has
I Notes been declared or automatically occurred with
respect to all Series of Group I Notes
Denominator: the Group I Aggregate Asset

determined in the numerator; provided that, if
the principal amount of any other Series of
Group I Notes has been reduced to zero on
any date after the date used to determine the
numerator, then the Group I Asset Coverage
Threshold Amount with respect to such Series
of Group I Notes will be excluded from the
calculation of the Group I Aggregate Asset
Coverage Threshold Amount for any date of
determination following the date on which the
principal amount of such other Series of
Group I Notes has been reduced to zero
(capped at 100%)
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Subject to reconciliations in connection with any late payment of rent by a Group I Lessee under its
Group I Lease (as described below under “– Past Due Rental Payments Priorities”), on each Series 2015-
3 Deposit Date during the Series 2015-3 Revolving Period, the Trustee will apply all amounts deposited
into the Group I Collection Account and allocated to the Series 2015-3 Notes in the following order:
 first, withdraw the Series 2015-3 Daily Interest Allocation, if any, for such date from the Group I
Collection Account and deposit such amount into the Series 2015-3 Interest Collection Account;
and
 second, withdraw the Series 2015-3 Daily Principal Allocation, if any, for such date from the
Group I Collection Account and deposit such amount in the Series 2015-3 Principal Collection
Account.
Priority of Payments on the Series 2015-3 Notes
Principal Collections
Group I Lease (as described below under “– Past Due Rental Payments Priorities”), on any business day
the Issuer may direct the Trustee to apply, and on each Payment Date the Issuer will direct the Trustee to
apply, and in each case the Trustee will apply all amounts then on deposit in the Series 2015-3 Principal
Collection Account (after giving effect to all deposits thereto made from the reserve account or from
draws made under the demand note and/or the letter of credit (see “Credit Enhancement – Application of
Funds in the Class A/B/C/D Reserve Account”, “Credit Enhancement – Demands on the Class A/B/C/D
Demand Note(s) and Draws on Class A/B/C/D Letter(s) of Credit” and “The Series 2015-3 Notes – Class
A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s) of Credit”)) on such day in the following order
(and in each case only to the extent of funds available in the Series 2015-3 Principal Collection Account):
 first, if such date is a Payment Date, for deposit into the Series 2015-3 Interest Collection
Account an amount equal to the Series 2015-3 Senior Interest Waterfall Shortfall Amount, if
any, for such Payment Date;
 second, during the Series 2015-3 Revolving Period, for deposit into the Class A/B/C/D Reserve
Account an amount equal to the Class A/B/C/D Reserve Account Deficiency Amount, if any, for
such date (calculated after giving effect to any withdrawals from the Class A/B/C/D Reserve
Account made under the demand note and/or the letter of credit (see “Credit Enhancement –
Application of Funds in the Class A/B/C/D Reserve Account”) and deposits to the Class A/B/C/D
Reserve Account on such date pursuant to the priority of payments for interest proceeds (see “—
Interest Collections” below));
 third, if such date is an Early Redemption Date with respect to any Class of Series 2015-3 Notes,
then for deposit into the Series 2015-3 Distribution Account to be paid on such date, pro rata, to
all Noteholders of such Class to the extent necessary to pay the Principal Amount of such Class
and the Make-Whole Premium with respect to such Class, in each case as of such Early
Redemption Date;
 fourth, if such date is the Expected Final Payment Date, then for deposit into the Series 2015-3
Distribution Account to be paid on such date (i) first, pro rata, to all Class A Noteholders to the
extent necessary to pay the Class A Principal Amount with respect to such date, (ii) second, pro
rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with
respect to such date, (iii) third, pro rata, to all Class C Noteholders to the extent necessary to pay
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the Class C Principal Amount with respect to such date, (iv) fourth, pro rata, to all Class D
Noteholders to the extent necessary to pay the Class D Principal Amount with respect to such
date, and (iv) fifth, if the Class E Notes have been issued, then, pro rata, to all Class E
Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such
date;
 fifth, during the Series 2015-3 Rapid Amortization Period, (i) if such date is after a Payment Date
and on or prior to the Determination Date immediately succeeding such Payment Date, then for
deposit into the Series 2015-3 Distribution Account to be paid on the Payment Date immediately
succeeding such deposit date (a) first, pro rata, to all Class A Noteholders to the extent necessary
to pay the Class A Principal Amount on any Payment Date during the Series 2015-3 Rapid
Amortization Period, (b) second, pro rata, to all Class B Noteholders to the extent necessary to
pay the Class B Principal Amount on any Payment Date during the Series 2015-3 Rapid
Amortization Period, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay
the Class C Principal Amount on any Payment Date during the Series 2015-3 Rapid
Amortization Period, (d) fourth, pro rata, to all Class D noteholders to the extent necessary to
pay the Class D Principal Amount of any Payment Date during the Series 2015-3 Rapid
Amortization Period, and (e) fifth, if the Class E Notes have been issued as of such date, then,
pro rata, to all Class E Noteholders to the extent necessary to pay the Class E Principal Amount
on any Payment Date during the Series 2015-3 Amortization Period, and (ii) if such date is after
a Determination Date and on or prior to the Payment Date immediately succeeding such
Determination Date, then for deposit into the Series 2015-3 Distribution Account to be paid on
the second Payment Date immediately succeeding such Determination Date (a) first, pro rata, to
all Class A Noteholders to the extent necessary to pay the Class A Principal Amount on any
Payment Date during the Series 2015-3 Rapid Amortization Period, (b) second, pro rata, to all
Class B Noteholders to the extent necessary to pay the Class B Principal Amount on any
Payment Date during the Series 2015-3 Rapid Amortization Period, (c) third, pro rata, to all
Class C Noteholders to the extent necessary to pay the Class C Principal Amount on any
Payment Date during the Series 2015-3 Rapid Amortization Period, (d) fourth, pro rata, to all
Class D Noteholders to the extent necessary to pay the Class D Principal Amount on any
Payment Date during the Series 2015-3 Rapid Amortization Period, and (e) fifth, if the Class E
Notes have been issued as of such date, then, pro rata, to all Class E Noteholders to the extent
necessary to pay the Class E Principal Amount on any Payment Date during the Series 2015-3
Rapid Amortization Period;
 sixth, used to pay, first, the principal amount of other Series of Group I Notes that are then
required to be paid and, second, at the option of the Issuer, to pay the principal amount of other
Series of Group I Notes that may be paid under the Group I Indenture, in each case to the extent
that no Potential Amortization Event with respect to the Series 2015-3 Notes exists as of such
date or would occur as a result of such application; and
 seventh, the balance, if any, will be released to or at the direction of the Issuer, or, if ineligible
for release to the Issuer, will remain on deposit in the Series 2015-3 Principal Collection
Account.
For a graphical summary, see the diagram under “Priority of Payments on the Series 2015-3
Notes – Principal Collections” on page D-4.
See “Credit Enhancement – Demands on the Class A/B/C/D Demand Note(s) and Draws on
Class A/B/C/D Letter(s) of Credit” and “The Series 2015-3 Notes – Class A/B/C/D Demand Note(s) and
Class A/B/C/D Letter(s) of Credit”.
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Interest Collections
Group I Lease (as described below under “Past Due Rental Payments Priorities”), on each Payment Date,
the Trustee will apply all amounts then on deposit in the Series 2015-3 Interest Collection Account (after
giving effect to all deposits thereto pursuant to the priority of payments for principal proceeds and
withdrawals from the reserve account or draws made under the demand note and/or the letter of credit
(see “Credit Enhancement – Application of Funds in the Class A/B/C/D Reserve Account”, “Credit
Enhancement – Demands on the Class A/B/C/D Demand Note(s) and Draws on Class A/B/C/D Letter(s)
of Credit” and “The Series 2015-3 Notes – Class A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s)
of Credit”)) on such day in the following order (and in each case only to the extent of funds available in
the Series 2015-3 Interest Collection Account):
 first, to the Series 2015-3 Distribution Account to pay to the Group I Administrator the Series
2015-3 Capped Group I Administrator Fee Amount for such Payment Date;
 second, to the Series 2015-3 Distribution Account to pay the Trustee the Series 2015-3 Capped
Group I Trustee Fee Amount for such Payment Date;
 third, to the Series 2015-3 Distribution Account to pay the persons to whom the Series 2015-3
Capped Group I Issuer Operating Expense Amount for such Payment Date are owing, on a pro
rata basis, such Series 2015-3 Capped Group I Issuer Operating Expense Amounts owing to such
persons on such Payment Date;
 fourth, to the Series 2015-3 Distribution Account to pay the Class A Noteholders on a pro rata
basis, the Class A Monthly Interest Amount for such Payment Date;
 fifth, to the Series 2015-3 Distribution Account to pay the Class B Noteholders on a pro rata
basis, the Class B Monthly Interest Amount for such Payment Date;
 sixth, to the Series 2015-3 Distribution Account to pay the Class C Noteholders on a pro rata
basis, the Class C Monthly Interest Amount for such Payment Date;
 seventh, to the Series 2015-3 Distribution Account to pay the Class D Noteholders on a pro rata
basis, the Class D Monthly Interest Amount for such Payment Date;
 eighth, if the Class E Notes have been issued as of such date, then to the Series 2015-3
Distribution Account to pay the Class E Noteholders on a pro rata basis, the Class E Monthly
Interest Amount for such Payment Date;
 ninth, during the Series 2015-3 Revolving Period, other than on any such Payment Date on
which a withdrawal has been made from the reserve account or draws made under the demand
note and/or the letter of credit (see “Credit Enhancement – Application of Funds in the Class
A/B/C/D Reserve Account”) to cover an interest shortfall, first for deposit to the Class A/B/C/D
Reserve Account in an amount equal to the Class A/B/C/D Reserve Account Deficiency
Amount, if any, and second, for deposit to the Class E Reserve Account (if any) in an amount
equal to the Class E Reserve Account Deficiency Amount, if any, in each case for such date
(calculated after giving effect to any withdrawals from the Class A/B/C/D Reserve Account
made under the demand note and/or the letter of credit) (see “Credit Enhancement – Application
of Funds in the Class A/B/C/D Reserve Account”);
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 tenth, to the Series 2015-3 Distribution Account to pay to the Group I Administrator the Series
2015-3 Excess Group I Administrator Fee Amount for such Payment Date;
 eleventh, to the Series 2015-3 Distribution Account to pay to the Trustee the Series 2015-3
Excess Group I Trustee Fee Amount for such Payment Date;
 twelfth, to the Series 2015-3 Distribution Account to pay the persons to whom the Series 2015-3
Excess Group I Issuer Operating Expense Amount for such Payment Date are owing, on a pro
rata basis, such Series 2015-3 Excess Group I Issuer Operating Expense Amounts owing to such
persons on such Payment Date;
 thirteenth, during the Series 2015-3 Rapid Amortization Period, for deposit into the Series 2015-
3 Principal Collection Account up to the amount necessary to pay the Series 2015-3 Notes in
full; and
 fourteenth, for deposit into the Series 2015-3 Principal Collection Account any remaining
amount.
For a graphical summary, see the diagram under “Priority of Payments on the Series 2015-3 Notes –
Interest Collections” on page D-4.
See “Credit Enhancement – Demands on the Class A/B/C/D Demand Note(s) and Draws on Class
A/B/C/D Letter(s) of Credit” and “The Series 2015-3 Notes – Class A/B/C/D Demand Note(s) and Class
A/B/C/D Letter(s) of Credit”.
Past Due Rental Payments Priorities
On each Series 2015-3 Deposit Date, the Trustee will withdraw from the Group I Collection Account all
Group I Collections then on deposit representing Series 2015-3 Past Due Rent Payments and deposit such
amount into the Series 2015-3 Interest Collection Account, and immediately thereafter, the Trustee will
withdraw such amount from the Series 2015-3 Interest Collection Account and apply the Series 2015-3
Past Due Rent Payment in the following order:
(i) if the occurrence of the related Series 2015-3 Lease Payment Deficit resulted in one or
more Class A/B/C/D L/C Credit Disbursements being made under any Class A/B/C/D Letters of
Credit, then pay to or at the direction of Hertz for reimbursement to each Class A/B/C/D Letter of
Credit Provider who made such a Class A/B/C/D L/C Credit Disbursement an amount equal to
the lesser of (x) the unreimbursed amount of such Class A/B/C/D Letter of Credit Provider’s
Class A/B/C/D L/C Credit Disbursement and (y) such Class A/B/C/D Letter of Credit Provider’s
pro rata portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D
Letter of Credit Provider’s Class A/B/C/D L/C Credit Disbursement, of the amount of the Series
2015-3 Past Due Rent Payment;
(ii) if the occurrence of such Series 2015-3 Lease Payment Deficit resulted in a withdrawal
being made from the Class A/B/C/D L/C Cash Collateral Account, then deposit in the Class
A/B/C/D L/C Cash Collateral Account an amount equal to the lesser of (x) the amount of the
Series 2015-3 Past Due Rent Payment remaining after any payments pursuant to clause (i) above
and (y) the amount withdrawn from such Class A/B/C/D L/C Cash Collateral Account on account
of such Series 2015-3 Lease Payment Deficit;
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(iii) if the occurrence of such Series 2015-3 Lease Payment Deficit resulted in a withdrawal
being made from the Class A/B/C/D Reserve Account as a result of the existence of a Class
A/B/C/D Principal Deficit Amount (see “Credit Enhancement – Application of Funds in the Class
A/B/C/D Reserve Account”), then deposit in the Class A/B/C/D Reserve Account an amount equal
to the lesser of (x) the amount of the Series 2015-3 Past Due Rent Payment remaining after any
payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D Reserve Account
Deficiency Amount, if any, as of such day; and
(iv) any remainder to be deposited into the Series 2015-3 Principal Collection Account.
See “Credit Enhancement – Demands on the Class A/B/C/D Demand Note(s) and Draws on
Class A/B/C/D Letter(s) of Credit” and “The Series 2015-3 Notes – Class A/B/C/D Demand Note(s) and
Class A/B/C/D Letter(s) of Credit”.
CREDIT ENHANCEMENT
The Offered Series 2015-3 Notes will have the benefit of limited credit enhancement in the form of:
(i) overcollateralization consisting of vehicles, manufacturer receivables, affiliate

receivables and/or cash (see “Borrowing Base and Advance Rates”);
(ii) any amounts on deposit in the Class A/B/C/D Reserve Account (see “The Series 2015-3
Notes – Class A/B/C/D Reserve Account”);
(iii) any amounts available under Class A/B/C/D Demand Notes and Class A/B/C/D Letters
of Credit (see “The Series 2015-3 Notes – Class A/B/C/D Demand Note(s) and Class A/B/C/D
Letter(s) of Credit”); and
(iv) any amounts on deposit in any Class A/B/C/D L/C Cash Collateral Account.
In addition, each of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (if the
Class E Notes are issued) will benefit from credit enhancement in the form of one or more subordinate
Classes of Series 2015-3 Notes. See “The Series 2015-3 Notes – Subordination”. So long as no Class E
Notes have been issued, then, due to the subordination of the Class D Notes, the benefit to the Class D
Noteholders in the foregoing credit enhancement may be limited or eliminated. If the Class E Notes are
issued, then, due to their subordination, the benefit to the Class E Noteholders in the foregoing credit
enhancement may be limited or eliminated.
The Issuer will be required to maintain specified amounts of liquid credit enhancement which may be in
the form of cash or letters of credit. See “The Series 2015-3 Notes – Class A/B/C/D Required Liquid
Enhancement Amount”.
The description in this Offering Circular of the credit enhancement with respect to the Offered Series
2015-3 Notes does not include any additional credit enhancement that may be required in connection with
the issuance of any Class E Notes. However, any such additional credit enhancement may not be
available to support the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes.
Application of Funds in the Class A/B/C/D Reserve Account
On each Payment Date, the Trustee will apply amounts on deposit in the Class A/B/C/D Reserve Account
in the following order (to the extent of funds available therein):
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 first, to the Series 2015-3 Interest Collection Account an amount equal to the excess, if any, of
the sum of the amounts payable pursuant to items first through seventh in the priority of
payments for interest proceeds described above (under “Allocations and Applications of
Collections and Priorities of Payments – Priority of Payments on the Series 2015-3 Notes –
Interest Collections”) for such Payment Date over the sum of the Group I Interest Collections
allocated to and deposited in the Series 2015-3 Interest Collection Account for such Payment
Date (a “Class A/B/C/D Reserve Account Interest Withdrawal Shortfall”);
 second, if the Class A/B/C/D Principal Deficit Amount is greater than zero on such Payment
Date, then to the Series 2015-3 Principal Collection Account an amount equal to such Class
A/B/C/D Principal Deficit Amount; and
 third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series
2015-3 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D
Reserve Account pursuant to this clause) on the Legal Final Payment Date is insufficient to pay
the Class A/B/C/D Principal Amount in full, then to the Series 2015-3 Principal Collection
Account, an amount equal to such insufficiency.
Demands on the Class A/B/C/D Demand Note(s) and Draws on Class A/B/C/D Letter(s) of Credit
Interest Payment Deficit Draws
If, on any Payment Date, there exists a Class A/B/C/D Reserve Account Interest Withdrawal Shortfall
that exceeds the amount available in the Class A/B/C/D Reserve Account required to be withdrawn
therefrom as a result of such Class A/B/C/D Reserve Account Interest Withdrawal Shortfall (see “Credit
Enhancement – Application of Funds in the Class A/B/C/D Reserve Account” above), the Trustee will
draw on the Class A/B/C/D Letters of Credit, if any, in an amount equal to the least of (i) such Class
A/B/C/D Reserve Account Interest Withdrawal Shortfall, (ii) the amount available to be drawn under the
Class A/B/C/D Letters of Credit and (iii) the Series 2015-3 Lease Interest Payment Deficit for such
Payment Date; provided that, if the Class A/B/C/D L/C Cash Collateral Account has been established and
funded, then the Trustee will withdraw from the Class A/B/C/D L/C Cash Collateral Account and deposit
into the Series 2015-3 Interest Collection Account an amount equal to the lesser of (1) the Class A/B/C/D
L/C Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i),
(ii) and (iii) above and (2) the Class A/B/C/D Available L/C Cash Collateral Account Amount on such
Payment Date and draw an amount equal to the remainder of such amount on the Class A/B/C/D Letters
of Credit.
Lease Principal Payment Deficit Draws
If, on any Payment Date, there exists a Series 2015-3 Lease Principal Payment Deficit that exceeds the
amount available in the Class A/B/C/D Reserve Account required to be withdrawn therefrom because
such Principal Deficit Amount is greater than zero (see “Credit Enhancement – Application of Funds in
the Class A/B/C/D Reserve Account” above), then the Trustee will draw on the Class A/B/C/D Letters of
Credit, if any, in an amount equal to the lesser of such insufficiency and the amount available to be drawn
under the Class A/B/C/D Letters of Credit. However, on any Payment Date other than the Legal Final
Payment Date, if any Group I Lessee is subject to a case under Chapter 11 of the United States
Bankruptcy Code and such Group I Lessee is not making all payments of Monthly Variable Rent under its
applicable Group I Lease, such draw will be limited to the excess of such Class A/B/C/D Principal Deficit
Amount, if any, over the amount of such insufficiency of funds in the Class A/B/C/D Reserve Account,
and on the Legal Final Payment Date, such draw will be limited to the excess of the Class A/B/C/D
Principal Amount over the amount to be deposited into the Series 2015-3 Distribution Account (other
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than amounts representing proceeds from draws on a Class A/B/C/D Letter of Credit or Class A/B/C/D
Demand Note) on the Legal Final Payment Date for payment of principal of the Offered Series 2015-3
Notes.
Principal Deficit Amount Demands and Draws
If on any Determination Date, the Issuer determines that the Class A/B/C/D Principal Deficit Amount will
be greater than zero on the next succeeding Payment Date (after giving effect to any reductions in such
Class A/B/C/D Principal Deficit Amount resulting from withdrawals from the Class A/B/C/D Reserve
Account and any draws on the Class A/B/C/D Letters of Credit, in each case as described above), then the
Issuer will instruct the Trustee to make a demand on the Class A/B/C/D Demand Note(s) in an amount
equal to the lesser of (i) (x) on any such Determination Date related to a Payment Date other than the
Legal Final Payment Date, then the excess, if any, of such Class A/B/C/D Principal Deficit Amount over
the amount to be deposited into the Series 2015-3 Principal Collection Account from the Class A/B/C/D
Reserve Account and/or the Class A/B/C/D Letter(s) of Credit on such Payment Date and (y) on any such
Determination Date related to the Legal Final Payment Date, the excess, if any of the Class A/B/C/D
Principal Amount on such date over the amount to be deposited into the Series 2015-3 Distribution
Account (other than amounts representing proceeds from draws on a Class A/B/C/D Demand Note as
described in this paragraph) on the Legal Final Payment Date for payment of principal on the Offered
Series 2015-3 Notes, and (ii) the principal amount of such Class A/B/C/D Demand Note(s).
If the Class A/B/C/D Principal Deficit Amount is greater than zero and (i) a demand has been made under
the Class A/B/C/D Demand Note and Hertz has failed to make the required payment thereunder, (ii) as a
result of an Event of Bankruptcy with respect to Hertz, the Trustee is stayed from making a demand under
the Class A/B/C/D Demand Note it would otherwise be required to make or (iii) there is a Preference
Amount, the Trustee will draw under the Class A/B/C/D Letter of Credit for an amount equal to the lesser
of (x) the amount that Hertz failed to pay under the Class A/B/C/D Demand Note, the amount that the
Trustee failed to demand for payment under the Class A/B/C/D Demand Note or the Preference Amount
and (y) the Class A/B/C/D Letter of Credit Amount.
Legal Final Payment Date Demands and Draws
If the amount to be deposited into the Series 2015-3 Distribution Account on the Legal Final Payment
Date for payment of principal of the Offered Series 2015-3 Notes (other than proceeds of Class A/B/C/D
Demand Notes or Class A/B/C/D Letters of Credit) is insufficient to pay the Offered Series 2015-3 Notes
in full, then the Issuer will instruct the Trustee to make a demand on the Class A/B/C/D Demand Note(s)
in an amount equal to the lesser of such insufficiency and the principal amount of such Class A/B/C/D
Demand Note(s).
If the amount to be deposited into the Series 2015-3 Distribution Account on the Legal Final Payment
Date for payment of principal of the Offered Series 2015-3 Notes (other than proceeds of Class A/B/C/D
Demand Notes or Class A/B/C/D Letters of Credit) is insufficient to pay the Offered Series 2015-3 Notes
in full and (i) a demand has been made under the Class A/B/C/D Demand Note and Hertz has failed to
make the required payment thereunder, (ii) as a result of an Event of Bankruptcy with respect to Hertz,
the Trustee is stayed from making a demand under the Class A/B/C/D Demand Note it would otherwise
be required to make or (iii) there is a Preference Amount, the Trustee will draw under the Class A/B/C/D
Letter of Credit for an amount equal to the lesser of (a) the amount that Hertz failed to pay under the
Class A/B/C/D Demand Note, the amount that the Trustee failed to demand for payment under the Class
A/B/C/D Demand Note or the Preference Amount and (b) the Class A/B/C/D Letter of Credit Amount.
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The Trustee will make a demand under the Class A/B/C/D Letter(s) of Credit in connection with specified
asset coverage or liquidity coverage deficiencies occurring shortly prior to such letter of credit’s
expiration date and/or a downgrade of the related letter of credit provider. See “The Series 2015-3 Notes
– Class A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s) of Credit”. Draws resulting from such an
expiration or downgrade will be deposited into one or more Class A/B/C/D L/C Cash Collateral Accounts
required to be established and maintained by the Issuer.
BORROWING BASE AND ADVANCE RATES
Supplement, the HVF Series 2013-G1 Supplement and the HVF Series 2013-G1 Lease, as well as each
other document referenced in any of the foregoing (to the extent such other document is implicated by the
following summary in any material respect). Electronic copies of such documents (other than the Series
2015-3 Supplement, which will be made available by the Issuer to prospective investors upon written
request) are available to prospective investors upon request to the Trustee or the Issuer.
The “borrowing base” for the Series 2015-3 Notes will consist of the assets pledged to secure the Group I
Notes (including the HVF Series 2013-G1 Note, which HVF Series 2013-G1 Note secures the Group I
Notes), including the Series 2015-3 Notes, and certain additional assets pledged to secure the Group I
Notes and the Series 2015-3 Notes directly. Such assets will include vehicles and the proceeds thereof,
including receivables owing by manufacturers in respect of such vehicles, receivables owing from Hertz
and certain of its affiliates under leases, and certain cash balances.
The Group I Supplement sets forth the borrowing base for all Series of Group I Notes pursuant to the
definition of Group I Aggregate Asset Amount, the components of which include broad eligibility criteria
with respect to the Group I Eligible Vehicles, including the HVF Series 2013-G1 Lease Vehicles, and
related manufacturer receivables and affiliate receivables.
The Series 2015-3 Supplement imposes further eligibility criteria with respect to the assets that constitute
the borrowing base for the Series 2015-3 Notes, which criteria include credit ratings of manufacturers and
concentration limits with respect to certain types of assets, and as a function of such criteria, the Series
2015-3 Supplement categorizes such assets and establishes a series of advance rates for each such
category of assets. Those advance rates are then adjusted to reflect concentration excesses as well as
results of mark-to-market testing and disposition proceeds testing, and the weighted average of such
adjusted advance rates yields the blended advance rate with respect to the Series 2015-3 Notes (subject to
a cap of 88.95%).
The Issuer will be required to maintain a collateral base, the Group I Aggregate Asset Amount, at least
equal to the Group I Aggregate Asset Coverage Threshold Amount, and the failure of the Issuer to
maintain such collateral base will result in a Group I Aggregate Asset Amount Deficiency, which will be
an Amortization Event with respect to the Series 2015-3 Notes if such Group I Aggregate Asset Amount
Deficiency continues for at least five (5) Business Days. See “The Series 2015-3 Notes – Amortization
Events”. The “Group I Aggregate Asset Coverage Threshold Amount” as of any date of determination
will equal the sum of the Group I Asset Coverage Threshold Amounts with respect to each Series of
Group I Notes outstanding as of such date. The Group I Asset Coverage Threshold Amount for any
Series of Group I Notes will be specified in the Group I Series Supplement for such Series of Group I
Notes; and the Group I Asset Coverage Threshold Amount for the Series 2015-3 Notes will be the Series
2015-3 Adjusted Asset Coverage Threshold Amount.
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As discussed herein in greater detail, the Class A Notes are senior in right of payment to the Class B
Notes, the Class C Notes, the Class D Notes and, if issued, the Class E Notes; the Class B Notes are
senior in right of payment to the Class C Notes, the Class D Notes and, if issued, the Class E Notes; the
Class C Notes are senior in right of payment to the Class D Notes and, if issued the Class E Notes; and
the Class D Notes will be senior in right of payment to the Class E Notes, if issued. As a result, the
overcollateralization and other credit enhancement available to support the Class A Notes, the Class B
Notes and the Class C Notes will be higher than the level of overcollateralization and other credit
enhancement implied by either the Series 2015-3 Baseline Advance Rates or the Series 2015-3 Blended
Advance Rate. In addition, the overcollateralization and other credit enhancement available to support
the Class A Notes will be greater than the overcollateralization and other credit enhancement available to
support the Class B Notes, the Class C Notes, the Class D Notes and, if issued, the Class E Notes; the
overcollateralization and other credit enhancement available to support the Class B Notes will be greater
than the overcollateralization and other credit enhancement available to support the Class C Notes, the
Class D Notes and, if issued, the Class E Notes; the overcollateralization and other credit enhancement
available to support the Class C Notes will be greater than the overcollateralization and other credit
enhancement available to support the Class D Notes and, if issued, the Class E Notes; and the
overcollateralization and other credit enhancement available to support the Class D Notes will be greater
than the overcollateralization and other credit enhancement available to support the Class E Notes, if
issued.
A hypothetical example of these calculations with descriptive annotations can be found in Annex I. The
contents of Annex I are not and do not purport to be representative of the actual inputs or outputs related
to the calculations described herein or therein and are intended solely to assist potential investors in
understanding the arithmetic operations involved in making such calculations.
Group I Aggregate Asset Amount
The “Group I Aggregate Asset Amount” as of any date of determination will equal the sum of:
 the aggregate Group I Net Book Values of all Group I Eligible Vehicles as of such date;
 the aggregate amount of all Group I Manufacturer Receivables as of such date;
 the Group I Due and Unpaid Lease Payment Amount; and
 the Group I Cash Amount as of such date.
A “Group I Eligible Vehicle” is a passenger automobile, van and/or light-duty truck that is owned by a
Group I Leasing Company and leased by such Group I Leasing Company to a Group I Lessee pursuant to
a Group I Lease. Each Group I Eligible Vehicle must satisfy the following criteria:
 not be older than seventy-two (72) months from December 31 of the calendar year preceding the
model year of such passenger automobile, van or light-duty truck;
 its certificate of title must be in the name of:
 the Group I Leasing Company that owns such vehicle (or, the application therefor has been
submitted to the appropriate state authorities for such titling or retitling);
 the Nominee, as nominee titleholder for such Group I Leasing Company (or, the application
therefor has been submitted to the appropriate state authorities for such titling or retitling); or
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 on any date on or after the RCFC Nominee Trigger Date, RCFC, as nominee titleholder for
such Group I Leasing Company (or, the application therefor has been submitted to the
appropriate state authorities for such titling or retitling);
 be owned by the related Group I Leasing Company free and clear of all liens other than Group I
Permitted Liens; and
 be designated on the Collateral Servicer’s computer systems as leased under the related Group I
Lease in accordance with the Collateral Agency Agreement.
Certain Group I Eligible Vehicles will be eligible under a manufacturer program pursuant to which the
manufacturer either agrees to repurchase such vehicles upon return thereof to the manufacturer in
accordance with the terms of such manufacturer program or agrees that any such vehicles will be sold by
an auction dealer and guarantees the disposition of any such vehicles at prices based on predetermined
percentages of the original vehicle cost or predetermined purchase prices and the month in which the
vehicles are returned in accordance with the terms of such manufacturer program.
The percentage of all Group I Eligible Vehicles that are subject to and/or eligible under manufacturer
programs, based on the net book value of the Group I Eligible Vehicles, will vary from time to time over
the term of the Series 2015-3 Notes.
The “Group I Net Book Value” of a Group I Eligible Vehicle is the “Net Book Value” of such vehicle
under the Group I Leasing Company Related Documents for such vehicle.
HVF will be the sole Group I Leasing Company and the HVF Series 2013-G1 Note will be the sole Group
I Leasing Company Note as of the Series 2015-3 Closing Date. Therefore, as of the Series 2015-3
Closing Date, all Group I Eligible Vehicles will be HVF Series 2013-G1 Lease Vehicles. As described in
“Description of Group I Notes: Underlying Indentures and Certain Related Documents – Group I
Leasing Company Notes: The HVF Series 2013-G1 Note”, Additional Group I Leasing Company Notes
may be added in the future, subject to certain conditions. Accordingly, the descriptions below with
respect to HVF Series 2013-G1 Lease Vehicles may be substantively different from those applicable to
vehicles related to other future Group I Leasing Companies and other Group I Leasing Company Notes
acquired by the Issuer in the future. Notwithstanding any such differences, no designation of any
Additional Group I Leasing Company or acquisition of any Additional Group I Leasing Company Note
may in itself result in a change to the mechanics described herein used to calculate the borrowing base or
advances rates applicable to the Series 2015-3 Notes, including the applicable eligibility criteria and
concentration limits.
Under the terms of the HVF Series 2013-G1 Lease and the HVF Series 2013-G1 Supplement, the “Net
Book Value” of an HVF Series 2013-G1 Lease Vehicle (and therefore the “Group I Net Book Value” of
such Series 2013-G1 Lease Vehicle as a Group I Eligible Vehicle) as of any date will equal the excess (if
any) of the Capitalized Cost of such HVF Series 2013-G1 Lease Vehicle over the Accumulated
Depreciation for such HVF Series 2013-G1 Lease Vehicle as of such date.
Subject to certain limitations and modifications set forth below, the capitalized cost of an HVF Series
2013-G1 Lease Vehicle that is a non-program vehicle will equal the purchase price paid for such vehicle,
and the capitalized cost of an HVF Series 2013-G1 Lease Vehicle that is a program vehicle will equal the
initial value from which the related manufacturer program applies depreciation over time. However, the
specific capitalized cost for an HVF Series 2013-G1 Lease Vehicle will depend upon whether such
vehicle was purchased as a new or used vehicle when it was initially purchased from an unaffiliated third
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party, the entity from whom it was purchased, and the relationship between its Vehicle Operating Lease
Commencement Date and the date of purchase of such vehicle from an unaffiliated third party.
For an HVF Series 2013-G1 Lease Vehicle that was a non-program vehicle on its most recent Vehicle
Operating Lease Commencement Date satisfying the classification criteria set forth in the left-hand
column (and the three sub-columns thereunder) of the table below, such HVF Series 2013-G1 Lease
Vehicle’s “Capitalized Cost” will be determined as set forth in the adjacent cell in the right-hand column
of the table below:
Classification categories applicable for vehicle that was Non-

Program Vehicle as of its most recent Vehicle Operating Lease
Commencement Date
“New” vs. “Used” Pre-Lease Seasoning Inter-Group

Was vehicle new What is the most recent Vehicle Transfer
or used when Operating Lease Is the vehicle
initially purchased Commencement Date an Inter-Group Capitalized Cost
by HVF or an (VOLCD) relative to the date of Transferred
affiliate thereof delivery (DD) to HVF or such Vehicle?
from an affiliate by such third party
unaffiliated third (such affiliate and/or such third
party? party being those referenced in
left adjacent cell)?
New VOLCD on or prior to 36th day No lesser of :

after DD  the gross cash payments
made to such unaffiliated
third party in connection
with such initial purchase of
such vehicle; and
 the MSRP of such vehicle
as of the date of such initial
purchase, if known by the
Servicer
Used VOLCD on or prior to 36th day No the gross cash payments made
after DD to such unaffiliated third party
in connection with such initial
purchase of such vehicle
Either New or VOLCD later than 36th day No the Series 2015-3 Third-Party
Used after DD Market Value of such vehicle as
of the date of such Vehicle
Operating Lease
Commencement Date
Either New or VOLCD later than 36th day Yes lesser of:
Used after DD  the Legacy FMV of
such vehicle; and
 the Legacy NBV of
97
such vehicle
For an HVF Series 2013-G1 Lease Vehicle that was a program vehicle on its most recent Vehicle
Operating Lease Commencement Date satisfying one of the criteria set forth in the left-hand column (and
the three sub-columns thereunder) of the table below, its “Capitalized Cost” will be determined as set
forth in the adjacent cell in the right-hand column of the table below:
Classification categories applicable for vehicle that was Program

Vehicle as of its most recent Vehicle Operating Lease
Commencement Date
“New” vs. “Used” Pre-Lease Seasoning Depreciation

Was vehicle new What is the most recent Accrual History
or used when Vehicle Operating Lease Have
initially purchased Commencement Date depreciation Capitalized Cost
by HVF or an (VOLCD) relative to the charges accrued
affiliate thereof date of delivery (DD) to or been applied
from an HVF or such affiliate by prior to the date
unaffiliated third such third party (such of such initial
party? affiliate and/or such third purchase under
party being those referenced the related
in left adjacent cell)? manufacturer
program?
New VOLCD on or prior to 36th Either Yes or No the Maximum Repurchase Price
day after DD for such vehicle
Used VOLCD on or prior to 36th No the Maximum Repurchase Price
day after DD for such vehicle
Used VOLCD on or prior to 36th Yes the amount the manufacturer of
day after DD such vehicle would be obligated
to pay for such vehicle under
the terms of such manufacturer
program (assuming no
minimum holding period would
apply) if such vehicle were
returned to such manufacturer
on the last day of the calendar
month prior to the month in
which such vehicle’s Vehicle
Operating Lease
Commencement Date occurs
98
Either New or VOLCD later than 36th day Either Yes or No excess of:
Used after DD  the amount the
manufacturer of such
vehicle would be obligated
to pay for such vehicle
under the related
manufacturer program
(assuming no minimum
holding period would
apply) if such vehicle were
returned to such
manufacturer on the first
day of the calendar month
in which such vehicle’s
Vehicle Operating Lease
Commencement Date
occurs, over
 the amount of
depreciation scheduled
to accrue under the
related manufacturer
program for the
calendar month in
which such Vehicle
Operating Lease
Commencement Date
occurs, pro rated for the
portion of such calendar
month occurring from
and including such first
day of such calendar
month to but excluding
such Vehicle Operating
Lease Commencement
Date
The accumulated depreciation equals specified changes to the Net Book Value of any HVF Series 2013-
G1 Lease Vehicle since its acquisition. Generally, these changes reflect the decline in the value of such
vehicle as it ages, together with various true-ups generally resulting from re-designation of such vehicle
from a program vehicle to a non-program vehicle or vice-versa or from the reconciliation of certain
estimated program depreciation amounts against the corresponding actual amounts. Each such change
corresponds to a payment to be made by the related lessee under the HVF Series 2013-G1 Lease to HVF
or (in limited circumstances and subject to restrictions on such payment) by HVF to such lessee under the
HVF Series 2013-G1 Lease.
Specifically, “Accumulated Depreciation” for any HVF Series 2013-G1 Lease Vehicle as of any date of
determination will equal the result of the addition and/or subtraction of the components as set forth in the
left-hand column of the table below, each of which components is more fully described in the right-hand
column:
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Components of “Accumulated Depreciation” for an HVF Series 2013-G1 Lease Vehicle
all Monthly Base Rent for such vehicle “Monthly Base Rent” means:
paid or payable (since such vehicle’s
most recent Vehicle Operating Lease for a given Payment Date, the pro rata portion (based upon the
Commencement Date) under the HVF number of days in the related month with respect to such
Series 2013-G1 Lease on or prior to the Payment Date that were included in the Vehicle Term for such
Payment Date occurring in the calendar vehicle) of the Depreciation Charge for the vehicle as of the
month in which such date of last day of the Related Month
determination occurs, plus
(*Monthly Base Rent not applicable to vehicle that became a
Reallocated Vehicle during the Related Month with respect to
such Payment Date or with respect to which the Disposition
Date occurred during such Related Month)
the Final Base Rent, if any, for such “Final Base Rent” means:
vehicle paid or payable (since such
vehicle’s most recent Vehicle Operating for a given Payment Date:
Lease Commencement Date) under the
HVF Series 2013-G1 Lease on or prior if a Disposition Date for the HVF Series 2013-G1 Lease
to the Payment Date occurring in the Vehicle occurred during the Related Month, then an amount
calendar month immediately following equal to the pro rata portion (based upon the number of days in
such date, plus the related month with respect to such Payment Date that were
included in the Vehicle Term for such Vehicle) of the
Depreciation Charge for such HVF Series 2013-G1 Lease
Vehicle as of such Disposition Date, calculated on a 30/360
basis; and
if the HVF Series 2013-G1 Lease Vehicle became a

Reallocated Vehicle during the Related Month, then an
amount equal to the pro rata portion (based upon the number
of days in the related month with respect to such Payment
Date that were included in the Vehicle Term for such HVF
Series 2013-G1 Lease Vehicle) of the Depreciation Charge for
such HVF Series 2013-G1 Lease Vehicle as of the date such
Vehicle became a Reallocated Vehicle, calculated on a 30/360
basis
(*Final Base Rent only applicable to a Vehicle that became a

Reallocated Vehicle during Related Month with respect to
such Payment Date or with respect to which the Disposition
Date occurred during such Related Month)
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the Pre-VOLCD Program Vehicle “Pre-VOLCD Program Vehicle Depreciation Amount”

Depreciation Amount for such means:
vehicle, if any, paid or payable
(since such vehicle’s most recent as of any date of determination, the excess, if any, of (i) the
Vehicle Operating Lease depreciation charges scheduled to accrue under the
Commencement Date) under the manufacturer program for such vehicle, if any, prior to such
HVF Series 2013-G1 Lease on or Vehicle Operating Lease Commencement Date over (ii) all
prior to the Payment Date occurring payments or prepayments in respect of clause (i) made by the
in the calendar month immediately lessee thereof to HVF under the HVF Series 2013-G1 Lease
following such date, plus
(*Pre-VOLCD Program Vehicle Depreciation Amount only
applicable to a vehicle that was a program vehicle as of its
Vehicle Operating Lease Commencement Date and was not,
prior to such Vehicle Operating Lease Commencement Date,
leased by Hertz or an affiliate to Hertz or an affiliate)
all Redesignation to Non-Program “Redesignation to Non-Program Amounts” means:

Amounts for such vehicle, if any, paid
or payable (since such vehicle’s most the excess, if any, of the Net Book Value of such HVF Series
recent Vehicle Operating Lease 2013-G1 Lease Vehicle over the Market Value of such HVF
Commencement Date) under the HVF Series 2013-G1 Lease Vehicle, in each case, as of the date of
Series 2013-G1 Lease on or prior to the such redesignation
Payment Date occurring in the calendar
month in which such date of (*effective date of redesignation is first day of calendar month
determination occurs, plus following date of event giving rise to such redesignation)
(**Redesignation to Non-Program Amounts only applicable to

a vehicle that is redesignated (whether on a mandatory or
optional basis) as a non-program vehicle under the HVF Series
2013-G1 Lease)
101
the Program Vehicle Depreciation “Program Vehicle Depreciation Assumption True-Up

Assumption True-Up Amount for such Amount” means:
vehicle, if any, paid or payable (since
such vehicle’s most recent Vehicle as of any date of determination, the excess of
Operating Lease Commencement Date)
under the HVF Series 2013-G1 Lease  an amount equal to the aggregate of all Base Rent that
on or prior to the Payment Date would have been paid for such vehicle calculated
occurring in the calendar month utilizing the Depreciation Charge that would have
immediately following such date, minus been applicable to such vehicle under the related
manufacturer program for the period during which
Initially Estimated Depreciation Charges were
utilized, had such Depreciation Charge been known,
or otherwise available, to the Servicer during such
period; over
 the aggregate of all Monthly Base Rent for such

vehicle paid or payable prior to such date calculated
utilizing the Initially Estimated Depreciation Charges
for such vehicle
(*Program Vehicle Depreciation Assumption True-Up

Amount only applicable to vehicle that was a program vehicle
as of its Vehicle Operating Lease Expiration Date and for
which an Estimation Period ended and during which
Estimation Period one or more calendar months ended)
If the applicable depreciation charge for the vehicle set forth

in the related manufacturer program has not been recorded in
HVF’s (or its designee’s) computer systems or has been
recorded in such computer systems, but has not been applied
therein to the vehicle, then the period commencing on such
vehicle’s Vehicle Operating Lease Commencement Date and
terminating on the date such applicable depreciation charge
has been recorded in such computer systems and applied to
such vehicle is referred to as the “Estimation Period” for such
vehicle.
If applicable, the “Initially Estimated Depreciation Charge”

for the vehicle, as of any date of determination during the
Estimation Period for the vehicle, equals the monthly
depreciation charge (expressed as a monthly dollar amount), if
any, for the vehicle reasonably estimated by HVF as of such
date.
102
the sum of all Redesignation to Program “Redesignation to Program Amounts” means:

Amounts for such vehicle, if any, paid
or payable (since such vehicle’s most the excess, if any, of the Net Book Value of such HVF Series
recent Vehicle Operating Lease 2013-G1 Lease Vehicle (as of the date of such redesignation
Commencement Date) under the HVF and calculated assuming that such HVF Series 2013-G1 Lease
Series 2013-G1 Lease on or prior to the Vehicle had never been designated as an HVF Series 2013-G1
Payment Date occurring in the calendar Non-Program Vehicle) over the Net Book Value of such HVF
month in which such date of Series 2013-G1 Lease Vehicle (as of the date of such
determination occurs redesignation but without giving effect to such HVF Series
2013-G1 Lease Vehicle’s redesignation as an HVF Series
2013-G1 Program Vehicle)
(*Redesignation to Program Amounts only applicable to

vehicle redesignated as a program vehicle after having been
redesignated as a non-program vehicle)
A “Group I Manufacturer Receivable” is any amount payable to a Group I Leasing Company or the
Intermediary by a manufacturer of a Group I Eligible Vehicle in connection with the disposition of a
Group I Program Vehicle, other than any such amount that does not (directly or indirectly) constitute any
portion of the Group I Indenture Collateral. Receivables relating to incentive amounts (which amounts
are separate from repurchase obligations and guaranteed residual value payments) paid or payable by a
manufacturer in connection with the purchase of a Group I Eligible Vehicle will not be included in the
Group I Manufacturer Receivables portion of the borrowing base or the Group I Indenture Collateral.
Generally, receivables owing to the Group I Leasing Companies by Hertz and its affiliates that are lessees
under the Group I Leases will be included in the Group I Aggregate Asset Amount through their inclusion
in the Group I Due and Unpaid Lease Payment Amount.
Specifically, the “Group I Due and Unpaid Lease Payment Amount” is the sum of:
 all amounts (other than Monthly Variable Rent) known by the Servicer for the HVF Series 2013-
G1 Lease to be due and payable by the lessees thereunder to HVF on either of the next two
succeeding payment dates (other than (i) Monthly Base Rent payable on the second such
succeeding payment date and (ii) Monthly Variable Rent), together with all amounts (other than
Monthly Variable Rent) due and unpaid by such lessees to HVF under such lease; and
 all amounts (other than Monthly Variable Rent) under other Group I Leases, if any, satisfying
the preceding criteria, mutatis mutandis (but for their arising under such other Group I Lease).
Generally, the Group I Due and Unpaid Lease Payment Amount is included as a component of the Group
I Aggregate Asset Amount so that the Group I Aggregate Asset Amount is not reduced when the
Depreciation Charges are applied to the aggregate Group I Net Book Values of all Group I Eligible
Vehicles on the first day of each calendar month and is only reduced when such payments are made.
The “Group I Cash Amount” is the sum of the amount of cash on deposit in and permitted investments
credited to any of the Group I Collection Account and any Group I Leasing Company Collection Account
and the amount of cash on deposit in and permitted investments credited to any Group I Exchange
Account. HVF will be the sole Group I Leasing Company and the HVF Series 2013-G1 Note will be the
103
sole Group I Leasing Company Note as of the Series 2015-3 Closing Date. Therefore, as of the Series
2015-3 Closing Date, the HVF Series 2013-G1 Collection Account will be the sole Group I Leasing
Company Collection Account and the Series 2013-G1 HVF Segregated Exchange Account will be the
sole Group I Exchange Account. See “Description of Group I Notes: Underlying Indentures and Certain
Related Documents – Group I Leasing Company Notes: The HVF Series 2013-G1 Note”.
Series 2015-3 Level Borrowing Base
Asset Coverage Requirements
As noted above, the Issuer is required to maintain a Group I Aggregate Asset Amount that equals or
exceeds the sum of the Group I Asset Coverage Threshold Amount for each Series of Group I Notes
outstanding. The Group I Asset Coverage Threshold Amount for the Series 2015-3 Notes will equal the
Series 2015-3 Adjusted Asset Coverage Threshold Amount. The “Series 2015-3 Adjusted Asset
Coverage Threshold Amount”, as of any date of determination, will equal the greater of (i):
 the greater of (a) the excess, if any, of the Series 2015-3 Asset Coverage Threshold Amount as
of such date over the sum of the Class A/B/C/D Letter of Credit Amount as of such date and the
Class A/B/C/D Available Reserve Account Amount as of such date; and (b) the Class A/B/C/D
Adjusted Principal Amount as of such date; and
 (ii) the Class E Adjusted Asset Coverage Threshold Amount as of such date.
The “Series 2015-3 Asset Coverage Threshold Amount”, as of any date of determination, will equal the
Class A/B/C/D Adjusted Principal Amount as of such date divided by the Series 2015-3 Blended
Advance Rate as of such date.
The “Series 2015-3 Blended Advance Rate”, as of (a) any date of determination on which Class A Notes
are outstanding, will equal the least of the Series 2015-3 DBRS Blended Advance Rate as of such date,
the Series 2015-3 Moody’s Blended Advance Rate as of such date, and 88.95%, and (b) any date of
determination on which no Class A Notes are outstanding, the lesser of the Series 2015-3 DBRS Blended
Advance Rate and 88.95%.
Parallel Calculations for DBRS and Moody’s Methodologies
Generally, the Series 2015-3 DBRS Blended Advance Rate and the Series 2015-3 Moody’s Blended
Advance Rate are parallel advance rate calculations that take into account DBRS’s and Moody’s
respective ratings of the vehicle manufacturers. Conceptually, the component elements of such parallel
calculations are the same, although the numerical inputs to, and applicable ratings threshold for, such
calculations differ, as more fully described below. More specifically, to determine the Series 2015-3
DBRS Blended Advance Rate and the Series 2015-3 Moody’s Blended Advance Rate, the asset
classification and calculation mechanics described below under the subsections “—Series Level Asset
Classifications and Baseline Advance Rates”, “—Advance Rate Adjustments for Concentration Limit
Excesses”, “—Advance Rate Adjustments for Mark-to-Market and Disposition Proceeds Testing Results”
and “—Applying and Weighting Advance Rate Adjustments to Determine Blended Advance Rates” are
determined twice, in parallel, in one case applying DBRS’s ratings criteria and in the other case applying
Moody’s ratings criteria. Accordingly, amounts and/or percentages determined in accordance with such
subsections may differ depending on whether such amounts and/or percentages are being determined by
applying the applicable DBRS ratings criteria in connection with the determination of the Series 2015-3
DBRS Blended Advance Rate or by applying the applicable Moody’s ratings criteria in connection with
the determination of the Series 2015-3 Moody’s Blended Advance Rate. As explained further under “—
104
Applying and Weighting Advance Rate Adjustments to Determine Blended Advance Rates”, the
determination of the Series 2015-3 DBRS Blended Advance Rate and the Series 2015-3 Moody’s
Blended Advance Rate requires a determination of the Series 2015-3 AAA Select Components (including
each constituent calculation and value included therein) and the Series 2015-3 Adjusted Advance Rates
(including each constituent calculation and value included therein) that will be calculated by applying
DBRS’s and Moody’s ratings criteria, respectively.
Series Level Asset Classifications and Baseline Advance Rates
For purposes of calculating the Series 2015-3 Asset Coverage Threshold Amount:
 the asset categories described above under “– Group I Aggregate Asset Amount” are further
refined in the Series 2015-3 Supplement, based upon manufacturer credit ratings and/or program
vs. non-program characterizations, resulting in more specifically defined asset categories, each
of which is referred to as a Series 2015-3 AAA Component;
 each Series 2015-3 AAA Component is then assigned an advance rate (known as a Series 2015-3
Baseline Advance Rate), which is subject to adjustment as a result of asset composition and
valuation, including concentration limits, mark-to-market testing results and disposition proceeds
testing results, as described further below; and
 as explained in more detail later in this section, the weighted average of the resultant adjusted
advance rates yields the Series 2015-3 DBRS Blended Advance Rate and the Series 2015-3
Moody’s Blended Advance Rate. However, the Group I Due and Unpaid Lease Payment
Amount is not weighted for such purpose; instead, the effective advance rate applicable to the
Group I Due and Unpaid Lease Payment Amount is the blended advance rate determined as a
function of the weighted average of the other asset categories.
Each of the Series 2015-3 AAA Components other than the Group I Due and Unpaid Lease Payment
Amount is referred to as a “Series 2015-3 AAA Select Component”.
The “Series 2015-3 AAA Components” and descriptions thereof and the “Series 2015-3 Baseline
Advance Rates” with respect thereto are set forth in the table below:
Series 2015-3
Series 2015-3 AAA Baseline
Component Description Advance Rate
Series 2015-3 Eligible sum of the Group I Net Book Value of each Series 2015-3 91.00%
Investment Grade Investment Grade Program Vehicle for which the Disposition
Program Vehicle Date has not yet occurred
Amount
Series 2015-3 Eligible sum of all Series 2015-3 Eligible Manufacturer Receivables 91.00%
Investment Grade payable to any Group I Leasing Company or the Intermediary
Program Receivable by all Series 2015-3 Investment Grade Manufacturers
Amount
105
Series 2015-3
Series 2015-3 Eligible sum of Group I Net Book Values of each Series 2015-3 Non- 89.00%
Non-Investment Investment Grade (High) Program Vehicle and each Series
Grade Program 2015-3 Non-Investment Grade (Low) Program Vehicle for
Vehicle Amount which the Disposition Date has not occurred
Non-Investment payable to any Group I Leasing Company or the Intermediary
Grade (High) by all Series 2015-3 Non-Investment Grade (High)
Program Receivable Manufacturers
Amount
Non-Investment payable to any Group I Leasing Company or the Intermediary
Grade (Low) Program by all Series 2015-3 Non-Investment Grade (Low)
Receivable Amount Manufacturers
Series 2015-3 Eligible sum of the Group I Net Book Values of each Series 2015-3 86.75%
Investment Grade Investment Grade Non-Program Vehicle for which the
Non-Program Vehicle Disposition Date has not occurred
Amount
Series 2015-3 Eligible sum of the Group I Net Book Values of each Series 2015-3 84.25%
Non-Investment Non-Investment Grade Non-Program Vehicle for which the
Grade Non-Program Disposition Date has not occurred
Vehicle Amount
Group I Cash Amount sum of the amount of cash on deposit in and permitted 100.00%
investments credited to any of the Group I Collection Account
or any Group I Leasing Company Collection Account and the
amount of cash on deposit in and permitted investments
credited to any Group I Exchange Account
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Series 2015-3
Group I Due And sum of: N/A

Unpaid Lease
Payment Amount  all amounts (other than Monthly Variable Rent) known (uses Series
by the Servicer for the HVF Series 2013-G1 Lease to 2015-3 Blended
be due and payable by the lessees thereunder to HVF Advance Rate)
on either of the next two succeeding payment dates
(other than Monthly Base Rent Payable on the second
such succeeding payment date), together with all
amounts (other than Monthly Variable Rent) due and
unpaid by such lessees to HVF under such lease; and
 all amounts under other Group I Leases satisfying the

preceding criteria, mutatis mutandis (but for their
arising under such other Group I Lease)
Series 2015-3 anything included in the Group I Aggregate Asset Amount that 0.00%
Remainder AAA is not included above will be a Series 2015-3 Remainder AAA
Amount Amount
As shown in the table immediately above, the determination of the correct Series 2015-3 AAA
Component to which a particular vehicle belongs is a function of whether such vehicle is subject to and
currently eligible under a manufacturer program and/or a function of the related manufacturer’s credit
rating, and the determination of the correct Series 2015-3 AAA Component to which a particular
manufacturer receivable belongs is a function of the related manufacturer’s credit rating. The following
table sets forth the relevant categories of vehicles and manufacturer receivables:
Series 2015-3 any Group I Program Vehicle manufactured by a Series 2015-3 Investment Grade
Investment Grade Manufacturer that is subject to a Group I Manufacturer Program on its Vehicle
Program Vehicle .......... Operating Lease Commencement Date unless it has been redesignated (and as of
such date remains so designated) as a Group I Non-Program Vehicle pursuant its
related Group I Lease
Series 2015-3 Eligible With respect to the calculation of the Series 2015-3 DBRS Blended Advance
Manufacturer Rate:
Receivable .....................
 each Group I Manufacturer Receivable payable to any Group I Leasing
Company or the Intermediary by any Group I Manufacturer that has a
Relevant DBRS Rating of at least “A(L)” from DBRS (or, if such
manufacturer does not have a Relevant DBRS Rating, then a DBRS
Equivalent Rating of at least “A(L)”) pursuant to a Group I Manufacturer
Program that has not remained unpaid for more than one hundred fifty
(150) calendar days past the Disposition Date with respect to the Group I
107
Eligible Vehicle giving rise to such Group I Manufacturer Receivable;

Company or the Intermediary by any Group I Manufacturer that (a) has a
Relevant DBRS Rating of (i) less than “A(L)” from DBRS and (ii) at
least “BBB(L)” from DBRS or (b) if such Group I Manufacturer does
not have a Relevant DBRS Rating, then has a DBRS Equivalent Rating
of (i) less than “A(L)” and (ii) at least “BBB(L)”, in either such case of
the foregoing clause (a) or (b), pursuant to a Group I Manufacturer
Program that has not remained unpaid for more than one hundred twenty
(120) calendar days past the Disposition Date with respect to the Group I
Eligible Vehicle giving rise to such Group I Manufacturer Receivable;
and

Company or the Intermediary by a Series 2015-3 Non-Investment Grade
(High) Manufacturer or a Series 2015-3 Non-Investment Grade (Low)
Manufacturer, in any case, pursuant to a Group I Manufacturer Program,
that has not remained unpaid for more than ninety (90) calendar days
past the Disposition Date with respect to the Group I Eligible Vehicle
giving rise to such Group I Manufacturer Receivable
With respect to the calculation of the Series 2015-3 Moody’s Blended Advance
Rate:

Relevant Moody’s Rating of at least “A3” pursuant to a Group I
Manufacturer Program that has not remained unpaid for more than one
hundred fifty (150) calendar days past the Disposition Date for the
Group I Eligible Vehicle giving rise to such Group I Manufacturer
Receivable;

Relevant Moody’s Rating of (i) less than “A3”and (ii) at least “Baa3”,
pursuant to a Group I Manufacturer Program that has not remained
unpaid for more than one hundred twenty (120) calendar days past the
Disposition Date for the Group I Eligible Vehicle giving rise to such
Group I Manufacturer Receivable; and

Company or the Intermediary by a Series 2015-3 Non-Investment Grade
(High) Manufacturer or a Series 2015-3 Non-Investment Grade (Low)
Manufacturer, in any case, pursuant to a Group I Manufacturer Program,
that has not remained unpaid for more than ninety (90) calendar days
past the Disposition Date for the Group I Eligible Vehicle giving rise to
such Group I Manufacturer Receivable
108
Series 2015-3 Non- any Group I Program Vehicle manufactured by a Series 2015-3 Non-Investment
Investment Grade Grade (High) Manufacturer that is subject to a Group I Manufacturer Program on
(High) Program its Vehicle Operating Lease Commencement Date unless it has been redesignated
Vehicle .......................... (and as of such date remains so designated) as a Group I Non-Program Vehicle
pursuant its related Group I Lease
Series 2015-3 Non- any Group I Program Vehicle manufactured by a Series 2015-3 Non-Investment
Investment Grade Grade (Low) Manufacturer that is subject to a Group I Manufacturer Program on
(Low) Program Vehicle its Vehicle Operating Lease Commencement Date unless it has been redesignated
(and as of such date remains so designated) as a Group I Non-Program Vehicle
pursuant its related Group I Lease
Series 2015-3 any Group I Eligible Vehicle manufactured by a Series 2015-3 Investment Grade
Investment Grade Non- Manufacturer that is not a Series 2015-3 Investment Grade Program Vehicle
Program Vehicle ..........
Series 2015-3 Non- any Group I Eligible Vehicle that (i) was manufactured by a Series 2015-3 Non-
Investment Grade Non- Investment Grade (High) Manufacturer or a Series 2015-3 Non-Investment Grade
Program Vehicle .......... (Low) Manufacturer and (ii) is not a Series 2015-3 Non-Investment Grade (High)
Program Vehicle or a Series 2015-3 Non-Investment Grade (Low) Program
Vehicle
As shown in the table immediately above, the determination of the correct sub-category (as such sub-
categories are outlined in the immediately preceding table) to which a particular vehicle or manufacturer
receivable belongs is a function of the related manufacturer’s credit rating. The following table sets forth
the relevant credit ratings-based categories of manufacturers:
Series 2015-3 With respect to the calculation of the Series 2015-3 DBRS Blended Advance
Investment Grade Rate:
Manufacturer ...............
 any Group I Manufacturer that has a Relevant DBRS Rating of at least
“BBB(L)” from DBRS (or, if such manufacturer does not have a
Relevant DBRS Rating, then a DBRS Equivalent Rating of “BBB(L)”)
Rate:
 any Group I Manufacturer that has a Relevant Moody’s Rating of at least

“Baa3”; and
 any Group I Manufacturer that (i) does not have a Relevant Moody’s
Rating of at least “Baa3”, (ii) does not have a long-term corporate family
rating from Moody’s, and (iii) has a senior unsecured debt rating from
Moody’s of at least “Ba1”
109
Series 2015-3 Non- With respect to the calculation of the Series 2015-3 DBRS Blended Advance
(High) Manufacturer ...
 any Group I Manufacturer that (a) has a Relevant DBRS Rating of (i)
less than “BBB(L)” from DBRS and (ii) at least “BB(L)” from DBRS, or
(b) if such manufacturer does not have a Relevant DBRS Rating as of
such date, then has a DBRS Equivalent Rating of (i) less than “BBB(L)”
and (ii) at least “BB(L)”
Rate:
 any Group I Manufacturer that (i) is not a Series 2015-3 Investment Grade
Manufacturer and (ii) has a Relevant Moody’s Rating of at least “Ba3”
Series 2015-3 Non- With respect to the calculation of the Series 2015-3 DBRS Blended Advance
(Low) Manufacturer ....
 any Group I Manufacturer that has a Relevant DBRS Rating of less than
“BB(L)” from DBRS (or, if such manufacturer does not have a Relevant
DBRS Rating, a DBRS Equivalent Rating of “BB(L)”) as of such date
Rate:
 any Group I Manufacturer that has a Relevant Moody’s Rating of less

than “Ba3”
Generally, the blended advance rates calculated under each of the DBRS and Moody’s methodologies
with respect to the Series 2015-3 Notes are determined by weighting the value of each Series 2015-3
AAA Select Component against its applicable advance rate, which applicable advance rate is determined
by adjusting its Series 2015-3 Baseline Advance Rate for concentration excesses, mark-to-market testing
results and disposition proceeds testing results.
More specifically, for each Series 2015-3 AAA Select Component, its Series 2015-3 Baseline Advance
Rate is adjusted by its Series 2015-3 Concentration Excess Advance Rate Adjustment and its Series 2015-
3 MTM/DT Advance Rate Adjustment, each as calculated on a parallel basis using the DBRS and
Moody’s methodologies and each as described in more detail below.
Advance Rate Adjustments for Concentration Limit Excesses
The Series 2015-3 Concentration Excess Advance Rate Adjustment is intended to decrease the effective
advance rate on the Series 2015-3 Notes as a result of concentration excesses of assets within the Group I
Aggregate Asset Amount in respect of manufacturers, non-liened vehicles and manufacturer receivables
owing from certain non-investment grade manufacturers. As previously described in more general terms,
such adjustment is made on a parallel basis using both the DBRS and Moody’s methodologies in order to
determinate the ultimate Series 2015-3 DBRS Blended Advance Rate and Series 2015-3 Moody’s
Blended Advance Rate, respectively.
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The “Series 2015-3 Concentration Excess Amount” is the sum of the components identified in the left-
hand column of the following table, each of which components is described in the corresponding cell in
the right-hand column:
Series 2015-3 for any Group I Manufacturer, equals the excess of the Series 2015-3
Manufacturer Manufacturer Amount for such manufacturer over the Series 2015-3 Maximum
Concentration Excess Manufacturer amount for such manufacturer
Amount .........................
Series 2015-3 Non- equals the excess of the Series 2015-3 Non-Liened Vehicle Amount over 0.50%
Liened Vehicle of the Group I Aggregate Asset Amount
Concentration Excess
Amount .........................
Series 2015-3 Non- for any Series 2015-3 Non-Investment Grade (High) Manufacturer, equals the
Investment Grade excess of the Series 2015-3 Eligible Non-Investment Grade (High) Program
(High) Program Receivable Amount for such manufacturer over 7.5% of the Group I Aggregate
Receivable Asset Amount
Concentration Excess
Amount .........................
The determination of which Group I Eligible Vehicles (or the Group I Net Book Value thereof) or
receivables related thereto are to be designated as constituting Series 2015-3 Concentration Excess
Amounts, whether as Series 2015-3 Non-Liened Vehicle Concentration Excess Amounts, Series 2015-3
Manufacturer Concentration Excess Amounts and/or Series 2015-3 Non-Investment Grade (High)
Program Receivable Concentration Excess Amounts will be made iteratively by the Issuer in its
reasonable discretion and without any double-counting.
For any Group I Manufacturer, the Series 2015-3 Maximum Manufacturer Amount for such manufacturer
will equal the product of the Group I Aggregate Asset Amount and the percentage for such manufacturer
as set forth below:
Group I Manufacturer Series 2015-3 Manufacturer Percentage

Audi 12.5%
BMW 12.5%
Chrysler 55.0%
Fiat 35.0%
Ford 55.0%
GM 55.0%
Honda 55.0%
Hyundai 55.0%
Jaguar 12.5%
Kia 35.0%
Land Rover 12.5%
Lexus 12.5%
Mazda 35.0%
Mercedes 12.5%
Mini 12.5%
Mitsubishi 12.5%
Nissan 55.0%
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Group I Manufacturer Series 2015-3 Manufacturer Percentage
Smart 12.5%
Subaru 12.5%
Toyota 55.0%
Volkswagen 55.0%
Volvo 35.0%
any other individual 3.0%
manufacturer
The Series 2015-3 Concentration Excess Amount is then used to determine an adjustment to the advance
rate(s) for one or more Series 2015-3 AAA Select Components. For any Series 2015-3 AAA Select
Component, that adjustment is reflected in the “Series 2015-3 Concentration Excess Advance Rate
Adjustment”, which for any Series 2015-3 AAA Select Component as of any date of determination equals
(expressed as a percentage and subject to a floor of its Series 2015-3 Baseline Advance Rate):
(the portion of the Series 2015-3 Concentration Excess Amount as of

such date, if any, allocated by the Issuer to such Series 2015-3 AAA
Select Component multiplied by its Series 2015-3 Baseline Advance
Rate)
_____________________________________________________________
(such Series 2015-3 AAA Select Component as of such date).
The portion of the Series 2015-3 Concentration Excess Amount allocated

pursuant to the numerator above may not exceed the portion of such Series 2015-
3 AAA Select Component that was included in determining whether such Series
2015-3 Concentration Excess Amount exists.
Advance Rate Adjustments for Mark-to-Market and Disposition Proceeds Testing Results
Generally, the Series 2015-3 MTM/DT Advance Rate Adjustment is structured to decrease the effective
advance rates under the DBRS and Moody’s methodologies applicable to the Series 2015-3 Eligible
Investment Grade Non-Program Vehicle Amount and/or the Series 2015-3 Eligible Non-Investment
Grade Non-Program Vehicle Amount if certain periodic mark-to-market tests and disposition proceeds
tests with respect to non-program vehicles are not satisfied. Generally, such tests are effected by
comparing the market values of non-program vehicles and the disposition proceeds realized upon the
sales of non-program vehicles against the net book values of such vehicles. Under both the DBRS and
Moody’s methodologies, the related Series 2015-3 Eligible Investment Grade Non-Program Vehicle
Amount and Series 2015-3 Eligible Non-Investment Grade Non-Program Vehicle Amount are the only
Series 2015-3 AAA Components for which the advance rates can be reduced as a result of such mark-to-
market and disposition proceeds tests.
Mark-to-Market Value Determinations
The bases on which market values are tested are the Series 2015-3 Third-Party Market Values. The
“Series 2015-3 Third-Party Market Value” for any Group I/II Non-Program Vehicle will be obtained in
accordance with the Series 2015-3 Third-Party Market Value Procedures (based on such vehicle’s
mileage and equipment, as recorded in Hertz’s fleet management system) and will generally equal the
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NADA quoted market value for such vehicle obtained by the Issuer. However, if no NADA quoted
market value has been obtained by the Issuer for the related determination period, then the Black Book
quoted market value will be used, and if no Black Book quoted market value has been obtained by the
Issuer for the related determination period, then the Group I Administrator will reasonably estimate such
vehicle’s market value to be used as such vehicle’s Series 2015-3 Third-Party Market Value.
If on any date of determination during a calendar month the Issuer has not yet obtained (or attempted to
obtain) market values for a vehicle for such calendar month, then the Series 2015-3 Third-Party Market
Value for such vehicle for such calendar month will be the market value determined in the prior month
consistent with the preceding paragraph.
Those Series 2015-3 Third-Party Market Values are then used to determine the “Series 2015-3 Non-
Program Fleet Market Value”, which is defined for any date of determination as, for all Group I/II Non-
Program Vehicles, the sum of the respective Series 2015-3 Third-Party Market Values of each such
Group I/II Non-Program Vehicle as of such date of determination.
For market value testing purposes, the Series 2015-3 Non-Program Fleet Market Value is assessed on a
three (3) month rolling basis. Specifically, the “Series 2015-3 Market Value Average” for any
Determination Date equals the percentage equivalent of the following fraction (capped at 100%):
(the average of the Series 2015-3 Non-Program Fleet Market Value as of

the three (3) preceding Determination Dates)
_____________________________________________________________
(the average of the aggregate Group I/II Net Book Value of all Group I/II
Non-Program Vehicles as of such three (3) dates)
Disposition Proceeds Determinations
Disposition proceeds of Group I/II Non-Program Vehicles are tested on the basis of specified periods,
each such period known as a “Series 2015-3 Measurement Month”, which is defined for any
Determination Date as each complete calendar month, or the smallest number of consecutive complete
calendar months preceding such Determination Date, in which a specified threshold number of Group I/II
Non-Program Vehicles were sold to unaffiliated third parties (from which number of sales the Issuer may
in its discretion exclude salvage sales), where such specified threshold number is a function of the Group
I/II Net Book Values for all Group I/II Eligible Vehicles as of the last day of the calendar month
immediately preceding such Determination Date as set forth in the table below:
Group I/II Net Book Values of Group I/II Threshold Number of Vehicles Required to be Sold
Eligible Vehicles to Constitute Series 2015-3 Measurement Month
≥ $6,000,000,000 13,500
≥ $4,500,000,000 and < $6,000,000,000 10,000
< $4,500,000,000 6,500
Generally, disposition proceeds of Group I/II Non-Program Vehicles realized in Series 2015-3
Measurement Months are evaluated on a three (3) month rolling basis. Specifically, for any Series 2015-3
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Measurement Month determined to have occurred in accordance with the above, the “Series 2015-3 Non-
Program Vehicle Disposition Proceeds Percentage Average” for such Series 2015-3 Measurement
Month equals the percentage equivalent of the following fraction (capped at 100%):
(the net disposition proceeds paid or payable in respect of all Group I/II
Non-Program Vehicles sold to unaffiliated third parties (excluding
salvage sales) during such Series 2015-3 Measurement Month and the
two (2) preceding Series 2015-3 Measurement Months)
_____________________________________________________________
(the aggregate Group I/II Net Book Values of such Group I/II Non-
Program Vehicles (less the aggregate Group I/II Final Base Rent
payable with respect thereto))
Determining Advance Rate Adjustments for Market Value and Disposition Testing Results
The market value test and disposition proceeds test results, reflected in the Series 2015-3 Market Value
Average and the Series 2015-3 Non-Program Vehicle Disposition Proceeds Percentage Average,
respectively, are used to calculate adjustments to the Series 2015-3 Concentration Adjusted Advance
Rates applicable to the Series 2015-3 Eligible Investment Grade Non-Program Vehicle Amount and the
Series 2015-3 Eligible Non-Investment Grade Non-Program Vehicle Amount.
Such adjustments are effected by first comparing the Series 2015-3 Market Value Average and the Series
2015-3 Non-Program Vehicle Disposition Proceeds Percentage Average to compute the “Series 2015-3
Failure Percentage”, which is defined for any date of determination as the excess of 100% over the lower
of (a) the lowest Series 2015-3 Non-Program Vehicle Disposition Proceeds Percentage Average
determined within the preceding twelve (12) calendar months (or such fewer number of calendar months
that have occurred since the Series 2015-3 Closing Date) and (b) the lowest Series 2015-3 Market Value
Average determined within the preceding twelve (12) calendar months (or such fewer number of calendar
months that have occurred since the Series 2015-3 Closing Date).
The Series 2015-3 Failure Percentage is used to determine adjustments to the advance rates applicable to
certain Series 2015-3 AAA Select Components (specifically the Series 2015-3 Eligible Investment Grade
Non-Program Vehicle Amount and the Series 2015-3 Eligible Non-Investment Grade Non-Program
Vehicle Amount). Those adjustments also take into account the relationship between the applicable
Series 2015-3 Baseline Advance Rates and the Series 2015-3 Concentration Excess Advance Rate
Adjustments described above, which relationship is reflected in a “Series 2015-3 Concentration Adjusted
Advance Rate”, which as of any date of determination equals (in percentage terms):
 for the Series 2015-3 Eligible Investment Grade Non-Program Vehicle Amount, the excess of its
Series 2015-3 Baseline Advance Rate over its Series 2015-3 Concentration Excess Advance Rate
Adjustment; and
 for the Series 2015-3 Eligible Non-Investment Grade Non-Program Vehicle Amount, the excess
of its Series 2015-3 Baseline Advance Rate over its Series 2015-3 Concentration Excess
Advance Rate Adjustment.
Such Series 2015-3 Failure Percentage and Series 2015-3 Concentration Adjusted Advance Rates are
combined with respect to the related Series 2015-3 AAA Select Components to calculate adjustments to
the applicable advance rate. Specifically, those adjustments are reflected in the “Series 2015-3 MTM/DT
Advance Rate Adjustment”, which as of any date of determination equals (in percentage terms):
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 for the Series 2015-3 Eligible Investment Grade Non-Program Vehicle Amount, the Series 2015-
3 Failure Percentage as of such date multiplied by the Series 2015-3 Concentration Adjusted
Advance Rate for the Series 2015-3 Eligible Investment Grade Non-Program Vehicle Amount as
of such date;
 for the Series 2015-3 Eligible Non-Investment Grade Non-Program Vehicle Amount, the Series
2015-3 Failure Percentage as of such date multiplied by the Series 2015-3 Concentration
Adjusted Advance Rate for the Series 2015-3 Eligible Non-Investment Grade Non-Program
Vehicle Amount as of such date; and
 for any other Series 2015-3 AAA Component, zero.
Applying and Weighting Advance Rate Adjustments to Determine Blended Advance Rates
The adjustments calculated on account of concentration excesses and mark-to-market and disposition
testing as described above are applied to adjust the baseline advance rates, and each resulting adjusted
advance rate is then weighted by the asset value of its corresponding asset category in order to produce
the respective blended advance rates under the DBRS and Moody’s methodologies.
For any Series 2015-3 AAA Select Component, such adjustments are reflected in its related “Series 2015-
3 Adjusted Advance Rate”, which for any Series 2015-3 AAA Select Component as of any date of
determination equals (subject to a floor of zero):
 its Series 2015-3 Baseline Advance Rate, minus
 its Series 2015-3 Concentration Excess Advance Rate Adjustment as of such date, minus
 its Series 2015-3 MTM/DT Advance Rate Adjustment.
Each such Series 2015-3 Adjusted Advance Rate so calculated is then weighted by the asset value of its
corresponding Series 2015-3 AAA Select Component in order to produce the “Series 2015-3 DBRS
Blended Advance Rate” and the “Series 2015-3 Moody’s Blended Advance Rate”, as applicable, which
for any date of determination equals (in percentage terms):
Σ each Series 2015 3 AAA Select Component as of such date ∗ its Series 2015 3 Adjusted Advance Rate as of such date
Σ each Series 2015 3 AAA Select Component as of such date
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THE SERIES 2015-3 NOTES
by reference to, all the provisions of the Series 2015-3 Supplement. The Issuer will make copies of the
Series 2015-3 Supplement available to prospective investors upon written request.
Generally
The Series 2015-3 Notes will be issued pursuant to the Series 2015-3 Supplement to the Group I
Indenture. In addition to the Group I Indenture Collateral, the Series 2015-3 Notes will benefit from
incremental collateral pledged solely for the benefit of the Series 2015-3 Notes, which will include:
 each Class A/B/C/D Demand Note,
 each Series 2015-3 Account,
 all monies on deposit from time to time in each such Series 2015-3 Account, and
 all Series 2015-3 Permitted Investments made at any time and from time to time with the
monies in each such Series 2015-3 Account (including any investment earnings thereon),
and all proceeds of any and all of the foregoing.
The Series 2015-3 Notes will also benefit from each Class A/B/C/D Letter of Credit.
However, if the Class E Notes are issued, then, due to their subordination, the benefit to the Class
E Noteholders in the foregoing series level collateral may be limited or eliminated.
Revolving Period
The “Series 2015-3 Revolving Period” will extend from and include the Series 2015-3 Closing
Date and will end upon the commencement of the Series 2015-3 Rapid Amortization Period.
Rapid Amortization Period
The “Series 2015-3 Rapid Amortization Period” will commence on the close of business on the
Business Day immediately preceding the day on which an Amortization Event with respect to the Series
2015-3 Notes is deemed to have occurred with respect to the Series 2015-3 Notes, and will end upon the
earlier to occur of (i) the date on which the Series 2015-3 Notes are paid in full and (ii) the termination of
the Series 2015-3 Supplement. For the avoidance of doubt, the failure to have paid all principal of and
interest on the Series 2015-3 Notes as of the Payment Date occurring in September 2020 will trigger the
Series 2015-3 Rapid Amortization Period.
Allocations
See “Allocations and Applications of Collections and Priorities of Payments – Allocations to the
Series 2015-3 Notes”.
Priority of Payments
See “Allocations and Applications of Collections and Priorities of Payments – Priority of

Payments on the Series 2015-3 Notes”.
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Subordination
Subject to and in accordance with the Priority of Payments (see “Allocations and Applications of
Collections and Priorities of Payments – Priority of Payments on the Series 2015-3 Notes”), the Class B
Notes will be subordinated to the Class A Notes such that on any Payment Date (i) no payment of interest
on the Class B Notes will be made unless and until all interest due and payable on the Class A Notes on
such Payment Date has been paid in full, and (ii) no payments of principal of the Class B Notes will be
made unless and until the aggregate outstanding principal amount of the Class A Notes has been paid in
full.
Collections and Priorities of Payments – Priority of Payments on the Series 2015-3 Notes”), the Class C
Notes will be subordinated to both the Class A Notes and the Class B Notes such that on any Payment
Date (i) no payment of interest on the Class C Notes will be made unless and until all interest due and
payable on the Class A Notes and the Class B Notes on such Payment Date has been paid in full, and (ii)
no payments of principal of the Class C Notes will be made unless and until the aggregate outstanding
principal amount of the Class A Notes and the Class B Notes has been paid in full.
Collections and Priorities of Payments – Priority of Payments on the Series 2015-3 Notes”), the Class D
Notes will be subordinated to each of the Class A Notes, the Class B Notes and the Class C Notes such
that on any Payment Date (i) no payment of interest on the Class D Notes will be made unless and until
all interest due and payable on the Class A Notes, the Class B Notes and the Class C Notes on such
Payment Date has been paid in full, and (ii) no payments of principal of the Class D Notes will be made
unless and until the aggregate outstanding principal amount of the Class A Notes, the Class B Notes and
the Class C Notes has been paid in full.
Collections and Priorities of Payments – Priority of Payments on the Series 2015-3 Notes”), the Class E
Notes, if issued, will be subordinated to each of the Class A Notes, the Class B Notes, the Class C Notes
and the Class D Notes such that on any Payment Date (i) no payment of interest on the Class E Notes will
be made unless and until all interest due and payable on the Class A Notes, the Class B Notes, the Class C
Notes and the Class D Notes on such Payment Date has been paid in full, and (ii) no payments of
principal of the Class E Notes will be made unless and until the aggregate outstanding principal amount
of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes has been paid in full,
unless, in the case of either of the foregoing clauses (i) or (ii), such payment is made in respect of the
Class E Notes with proceeds of incremental collateral provided solely for the benefit of the Class E Notes.
Series 2015-3 Accounts
The Issuer will be obligated to establish and maintain a Series 2015-3 Interest Collection Account
into which Group I Interest Collections allocated to the Series 2015-3 Notes will be deposited. See
“Allocations and Applications of Collections and Priorities of Payments – Allocations to the Series 2015-
3 Notes”.
The Issuer will be obligated to establish and maintain a Series 2015-3 Principal Collection
Account into which Group I Principal Collections allocated to the Series 2015-3 Notes will be deposited.
See “Allocations and Applications of Collections and Priorities of Payments – Allocations to the Series
2015-3 Notes”.
117
The Issuer will be obligated to establish and maintain a Class A/B/C/D Reserve Account. See
“The Series 2015-3 Notes – Class A/B/C/D Reserve Account” below and “Credit Enhancement –
Application of Funds in the Class A/B/C/D Reserve Account”.
From time to time and prior to the date of any drawing under a Class A/B/C/D Letter of Credit,
the Issuer will be obligated to establish and maintain one or more Class A/B/C/D L/C Cash Collateral
Accounts into which certain draws on the Class A/B/C/D Letters of Credit will be deposited. See “The
Series 2015-3 Notes – Class A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s) of Credit” below.
The Issuer will be required to establish and maintain a Series 2015-3 Distribution Account into
which payments to the Series 2015-3 Noteholders will be aggregated from other Series 2015-3 Accounts
and then distributed to the Series 2015-3 Noteholders.
Each of the foregoing accounts will be established and maintained in the name of the Trustee for
the benefit of the Series 2015-3 Noteholders and will be required to be either a segregated identifiable
trust account established in the trust department of a Qualified Trust Institution or a separately identifiable
deposit or securities account established with a Qualified Institution.
Class A/B/C/D Reserve Account
If the Class A/B/C/D Required Liquid Enhancement Amount exceeds the aggregate amount
available to be drawn on Class A/B/C/D Letters of Credit (or drawn from Class A/B/C/D L/C Cash
Collateral Accounts) or if the Series 2015-3 Adjusted Asset Coverage Threshold amount exceeds the
Series 2015-3 Notes’ specified allocable share of the Group I Aggregate Asset Amount, which allocable
share for such purpose is the Series 2015-3 Asset Amount, then the Issuer will be obligated to maintain on
deposit in the Class A/B/C/D Reserve Account such deficiency amount for so long as such deficiency
exists.
It is anticipated that there will be no funds on deposit in the Class A/B/C/D Reserve Account on
the Series 2015-3 Closing Date.
For a description of the application of funds in the Class A/B/C/D Reserve Account, see “Credit
Enhancement – Application of Funds in the Class A/B/C/D Reserve Account”.
Class A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s) of Credit
On the Series 2015-3 Closing Date, Hertz will make a capital contribution to the Issuer, in the
form of the Class A/B/C/D Demand Note issued by Hertz, in an amount at least equal to the initial Class
A/B/C/D Required Liquid Enhancement Amount.
Generally, the Trustee will make a demand under the Class A/B/C/D Demand Note(s) in
connection with the existence of a Principal Deficit Amount and/or the Issuer’s failing to have sufficient
funds to pay the Offered Series 2015-3 Notes in full upon their Legal Final Payment Date. See “Credit
Enhancement – Demands on the Class A/B/C/D Demand Note(s) and Draws on Class A/B/C/D Letter(s)
of Credit”.
The initial Class A/B/C/D Letter of Credit will be provided by Wells Fargo Bank, N.A., and
issued in favor of the Trustee for the benefit of the Series 2015-3 Noteholders, and will have an initial
aggregate stated amount at least equal to the initial Class A/B/C/D Required Liquid Enhancement
Amount and an expiration date of at least one (1) year from the date of issuance. Hertz will be obligated
118
to reimburse the initial Class A/B/C/D Letter of Credit Provider for draws on the initial Class A/B/C/D
Letter of Credit. Additional Class A/B/C/D Letters of Credit also may be obtained in the future.
Generally, the Trustee will make a draw under the Class A/B/C/D Letter(s) of Credit in
connection with the insufficiency of funds available in the Class A/B/C/D Reserve Account to fund
amounts required to be withdrawn therefrom (see “Credit Enhancement – Application of Funds in the
Class A/B/C/D Reserve Account”) and Hertz’s failure to pay amounts demanded under the Class A/B/C/D
Demand Note(s). See “Credit Enhancement – Demands on the Class A/B/C/D Demand Note(s) and
Draws on Class A/B/C/D Letter(s) of Credit”.
Class A/B/C/D Letter of Credit Expiration Date Draws
If, as of the date that is sixteen (16) Business Days prior to the scheduled expiration date with
respect to any Class A/B/C/D Letter of Credit, (i) the Series 2015-3 Asset Amount is less than the Series
2015-3 Adjusted Asset Coverage Threshold Amount, (ii) the Class A/B/C/D Adjusted Liquid
Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount or (iii) the
Class A/B/C/D Letter of Credit Liquidity Amount is less than the Class A/B/C/D Demand Note Payment
Amount (in the case of each calculation described in clauses (i) through (iii), (x) excluding from such
calculation the expiring Class A/B/C/D Letter of Credit, (y) taking into account any substitute Class
A/B/C/D Letter(s) of Credit then in effect and (z) giving effect to all deposits to and withdrawals from the
Class A/B/C/D Reserve Account and Class A/B/C/D L/C Cash Collateral Account on such date), the
Trustee will draw under such expiring Class A/B/C/D Letter of Credit, and deposit into a Class A/B/C/D
L/C Cash Collateral Account, an amount equal to the lesser of (a) the greatest insufficiency described in
clauses (i) through (iii) above and (b) the amount available to be drawn on such expiring Class A/B/C/D
Letter of Credit on such date; provided that if the Trustee has not received notice from the Issuer of the
amount to be drawn in accordance with the procedures described above by the date that is fifteen (15)
days prior to such scheduled expiration date, the Trustee will draw and deposit into a Class A/B/C/D L/C
Cash Collateral Account the full amount of such expiring Class A/B/C/D Letter of Credit.
Class A/B/C/D Letter of Credit Downgrade Draws
The Issuer will be required to notify the Trustee upon obtaining actual knowledge that any credit
rating of any Class A/B/C/D Letter of Credit Provider has been downgraded such that such Class
A/B/C/D Letter of Credit Provider would no longer qualify as a Class A/B/C/D Eligible Letter of Credit
Provider were such Class A/B/C/D Letter of Credit Provider to issue a Class A/B/C/D Letter of Credit
immediately following such downgrade (a “Class A/B/C/D Downgrade Event”), and if on the thirtieth
day after such Class A/B/C/D Downgrade Event, (i) the Series 2015-3 Asset Amount is less than the
Series 2015-3 Adjusted Asset Coverage Threshold Amount, (ii) the Class A/B/C/D Adjusted Liquid
Enhancement Amount is less than the Class A/B/C/D Required Liquid Enhancement Amount or (iii) the
Class A/B/C/D Letter of Credit Liquidity Amount is less than the Class A/B/C/D Demand Note Payment
Amount (in the case of each calculation described in clauses (i) through (iii), excluding from such
calculation any Class A/B/C/D Letter(s) of Credit issued by such Class A/B/C/D Letter of Credit Provider
but taking into account any substitute Class A/B/C/D Letter(s) of Credit then in effect), then the Trustee
will draw under the Class A/B/C/D Letter(s) of Credit issued by such Class A/B/C/D Letter of Credit
Provider, and deposit into a Class A/B/C/D L/C Cash Collateral Account, the lesser of (a) the greatest
insufficiency described in clauses (i) through (iii) above and (b) the amount available to be drawn on such
Class A/B/C/D Letter(s) of Credit on the thirtieth day after such Class A/B/C/D Downgrade Event.
119
Class A/B/C/D Required Liquid Enhancement Amount
The Issuer will be obligated to maintain liquid enhancement in an amount equal to 2.25% of the
Class A/B/C/D Adjusted Principal Amount (i.e., the excess of the Class A/B/C/D Principal Amount over
the Series 2015-3 Principal Collection Account Amount).
The Class A/B/C/D Required Liquid Enhancement Amount may be maintained through amounts
on deposit in the Class A/B/C/D Reserve Account and/or one or more Class A/B/C/D Letters of Credit
obtained from one or more Class A/B/C/D Eligible Letter of Credit Providers.
Amortization Events
If any one of the following events occurs:
(a) all principal of and interest on the Series 2015-3 Notes is not paid in full on or
prior to the Expected Final Payment Date;
(b) the Issuer 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 2015-3 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 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 2015-3 Account (other than the Class A/B/C/D
Reserve Account and the Class A/B/C/D L/C Cash Collateral Account) is subject to any injunction,
estoppel or other stay or a Lien (other than any Lien described in clause (iii) of the definition of Series
2015-3 Permitted Lien) and thirty (30) consecutive days elapse without such Lien having been released or
discharged;
(h) (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 2015-3
Permitted Liens) or (ii) other than as a result of a Series 2015-3 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 the
Issuer or any Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) consecutive
days and during such period the Class A/B/C/D Adjusted Liquid Enhancement 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;
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(i) 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 2015-3 Permitted Liens) or (ii) other than
as a result of a Series 2015-3 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 the Issuer or any
Affiliate thereof so asserts in writing), in each case, for a period of thirty (30) consecutive 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;
(j) other than as a result of a Series 2015-3 Permitted Lien, the Trustee for any
reason ceases to have a valid and perfected first priority security interest in the Series 2015-3 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 the Issuer or any Affiliate thereof so asserts
in writing, and in any such case such cessation continues for thirty (30) consecutive days or such assertion
is not rescinded within thirty (30) consecutive days;
(k) there is filed against the Issuer 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 2015-3 Permitted Lien) that could
reasonably be expected to attach to the assets of the Issuer and, in each case, thirty (30) consecutive days
elapse without such notice having been effectively withdrawn or such Lien having been released or
discharged;
(l) any Group I Administrator Default occurs;
(m) any of the Series 2015-3 Related Documents or any material portion thereof
ceases, 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 2015-3 Related
Documents) or Hertz, any Group I Leasing Company, any Group I Lessee or the Issuer so asserts any of
the foregoing in writing and such written assertion is not 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 the Issuer, 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 2015-3 Related Documents;
(n) any of the Issuer or the HVF II General Partner fails to comply with any of its
other agreements or covenants in any Series 2015-3 Related Document and the failure to so comply
materially and adversely affects the interests of the Series 2015-3 Noteholders and continues to materially
and adversely affect the interests of the Series 2015-3 Noteholders for a period of thirty (30) consecutive
days after the earlier of (i) the date on which an Authorized Officer of HVF II GP Corp. obtains actual
knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be
remedied, is given to the Issuer by the Trustee or to the Issuer and the Trustee by the Required
Controlling Class Series 2015-3 Noteholders; or
(o) any representation made by the Issuer or the HVF II General Partner in any
Series 2015-3 Related Document is false and such false representation materially and adversely affects
the interests of the Series 2015-3 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
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an Authorized Officer of the Issuer obtains actual knowledge thereof or (ii) the date that written notice
thereof is given to the Issuer by the Trustee or to the Issuer and the Trustee by the Required Controlling
Class Series 2015-3 Noteholders.
Then, in the case of:
 any event described in clauses (a) through (f) above occurs, an “Amortization Event” with
respect to the Series 2015-3 Notes will immediately occur without any notice or other action
on the part of the Trustee or any Series 2015-3 Noteholder, and
 any event described in clauses (g) through (o) above occurs, so long as such event is
continuing, either the Trustee may, by written notice to the Issuer, or the Required
Controlling Class Series 2015-3 Noteholders may, by written notice to the Issuer and the
Trustee, declare that an “Amortization Event” with respect to the Series 2015-3 Notes has
occurred as of the date of the notice.
For the avoidance of doubt, with respect to any Potential Amortization Event with respect to the
Series 2015-3 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 2015-3 Related Documents.
The Amortization Events set forth above are in addition to, and not in lieu of, the Amortization
Events for all Series of Group I Notes, as described in “Description of Group I Notes: Underlying
Indentures and Certain Related Documents – The Group I Supplement –Amortization Events”.
The occurrence of any of the following events or conditions will constitute a “Series 2015-3
Liquidation Event” and they will be the “Group I Liquidation Events” with respect to the Series 2015-3
Notes, in each case, solely for so long as such event or condition is continuing:
 the occurrence of an Event of Bankruptcy with respect to the Issuer or HVF II GP Corp.;
 the Securities and Exchange Commission or other regulatory body having jurisdiction
reaches a final determination that the Issuer is an “investment company” or is under the
“control” of an “investment company” under the Investment Company Act;
 any Amortization Event with respect to the Series 2015-3 Notes described in clauses (a)
through (d) above that continues for thirty (30) consecutive days (without double counting
the cure period, if any, provided therein);
 any Amortization Event with respect to the Series 2015-3 Notes described in clauses (g)
through (i) above that continues for thirty (30) consecutive days (without double counting
the cure period, if any, provided therein) after declaration thereof; or
 the Amortization Event with respect to the Series 2015-3 Notes described in clause (e) above
as a result of (i) any HVF Series 2013-G1 Amortization Event arising under clauses (c), (d),
(g) or (k) (solely with respect to a Servicer Default under the HVF Series 2013-G1 Lease), as
such letter designations appear under “Description of Group I Notes: Underlying Indentures
and Certain Related Documents – Group I Leasing Company Notes: The HVF Series 2013-
G1 Note – HVF Series 2013-G1 Note – Amortization Events”, and (ii) with respect to each
other Group I Leasing Company Note outstanding, any amortization event with respect to
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such Group I Leasing Company Note analogous to such HVF Series 2013-G1 Amortization
Event specified in the preceding clause (i), in any such case, that continues for thirty (30)
consecutive days (without double counting the grace periods, if any, provided therein).
For the avoidance of doubt, with respect to any Series 2015-3 Liquidation Event, if the event or
condition giving rise to such Series 2015-3 Liquidation Event ceases to be continuing (through cure,
waiver or otherwise), then such Series 2015-3 Liquidation Event will cease to exist and will be deemed to
have been cured for every purpose of the Series 2015-3 Related Documents.
Remedies – General
The remedies available with respect to Amortization Events and/or Group I Liquidation Events
with respect to the Series 2015-3 Notes will be those specified under the “Remedies” subsections of “The
Group I Supplement” above.
Remedies – Waiver
In addition to the waiver provisions specified under “Description of Group I Notes: Underlying
Indentures and Certain Related Documents – The Group I Supplement – Remedies—”, the Amortization
Events set forth in clauses (c) through (o) above under “—Amortization Events”, as well as the Potential
Amortization Events related thereto, may be waived by the Required Controlling Class Series 2015-3
Noteholders. The Amortization Events set forth in clauses (a) and (b) above under “—Amortization
Events”, as well as the Potential Amortization Events related thereto, 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.
Optional Redemption
Clean-up Calls
The Issuer will have the option to redeem any Class of Series 2015-3 Notes, in whole but not in
part, on any payment date on or after the payment date on which the aggregate Outstanding Principal
Amount of such Class of Series 2015-3 Notes is less than or equal to 10% of the initial aggregate
Outstanding Principal Amount of such Class of Series 2015-3 Notes. However, the Issuer may only
redeem (i) the Class B Notes in accordance with the foregoing if no Class A Notes would be Outstanding
after giving effect to such redemption, (ii) the Class C Notes in accordance with the foregoing if no Class
A Notes or Class B Notes would be Outstanding after giving effect to such redemption and (iii) the Class
D Notes in accordance with the foregoing if no Class B Notes or Class C Notes would be Outstanding
after giving effect to such redemption.
The redemption price for any Class of Series 2015-3 Notes redeemed in accordance with the
preceding paragraph will equal the Outstanding Principal Amount of such Class of Series 2015-3 Notes
(determined after giving effect to any payments of principal on such payment date) plus any accrued and
unpaid interest thereon.
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Early Redemption
On any payment date prior to the Expected Final Payment Date, the Issuer at its option may
redeem any Class of Series 2015-3 Notes, in whole but not in part, at a redemption price equal to 100% of
the Outstanding Principal Amount thereof plus the Make-Whole Premium with respect to such Class as of
the date of such redemption (with respect to any Class, the date of any redemption of such Class
described in this paragraph is referred to as the “Early Redemption Date”). Any such redemption may be
made upon notice in writing of such redemption to the Series 2015-3 Noteholders of the Class of Series
2015-3 Notes to be redeemed, which notice will be given not less than fifteen (15) days prior to the
intended date of redemption. However, the Issuer may only redeem (i) the Class B Notes in accordance
with the foregoing if no Class A Notes would be Outstanding after giving effect to such redemption and
(ii) the Class C Notes in accordance with the foregoing if no Class A Notes or Class B Notes would be
Outstanding after giving effect to such redemption.
The “Make-Whole Premium” with respect to any Series 2015-3 Note on its related Early
Redemption Date will equal the present value on such Early Redemption Date of all required remaining
scheduled interest payments due on such Series 2015-3 Note through the Expected Final Payment Date
(excluding accrued and unpaid interest through such Early Redemption Date), computed using a discount
rate equal to the Treasury Rate plus 0.25%, as calculated by the Issuer (or by the Issuer’s designee).
The “Treasury Rate” will be, with respect an Early Redemption Date, the yield to maturity at the
time of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two (2) business days prior to such Early Redemption Date (or, if such statistical release
is no longer published, any publicly available source of similar market data)) most nearly equal to the
period from such Early Redemption Date to the Expected Final Payment Date; provided that, if the period
from the Early Redemption Date to the Expected Final Payment Date is not equal to the constant maturity
of a United States Treasury security for which a weekly average yield is given, then the Treasury Rate
will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are given, except that if the
period from such Early Redemption Date to the Expected Final Payment Date is less than one (1) year,
then the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one (1) year will be used.
Amendments
The Series 2015-3 Supplement may be modified or amended from time to time generally with the
written consent of the Issuer, the Trustee and the Series 2015-3 Required Noteholders. However,
amendments or modifications of provisions with respect to the following provisions of the Series 2015-3
Supplement require the consent of each Series 2015-3 Noteholder: the definition of “Required Controlling
Class Series 2015-3 Noteholders” or the reduction of the percentage of Series 2015-3 Noteholders
required to consent to any particular action, the extension of the due date for, or reduction in the amount
of any scheduled repayment or prepayment of principal of or interest on any Series 2015-3 Note (or the
reduction of the principal amount of or rate of interest on any Series 2015-3 Note or other change in the
manner in which interest is calculated), the granting clause setting forth series-specific collateral for the
Series 2015-3 Notes (see “Credit Enhancement” and “The Series 2015-3 Notes”), the application of funds
in the Series 2015-3 interest and principal collection accounts (see “Allocations and Applications of
Collections and Priorities of Payments – Priority of Payments on the Series 2015-3 Notes – Principal
Collections” and “Allocations and Applications of Collections and Priorities of Payments – Priority of
Payments on the Series 2015-3 Notes – Interest Collections”), amortization events (see “The Series 2015-
3 Notes – Amortization Events”), amendments to the Series 2015-3 Supplement and the criteria with
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respect to the issuance of Class E Notes (see “The Series 2015-3 Notes – Future Issuance of the Class E
Notes”).
The consent of the Series 2015-3 Required Noteholders is not required to effect any amendment
or modification of the Series 2015-3 Supplement that does not materially adversely affect the interests of
the Series 2015-3 Noteholders (as evidenced by an officer’s certificate of the Issuer to such effect). Each
amendment to the Series 2015-3 Supplement will be subject to the satisfaction of the Series 2015-3
Rating Agency Condition (unless otherwise consented to in writing by each Series 2015-3 Noteholder).
In connection with the issuance of Class E Notes, the Series 2015-3 Supplement and potentially
other documents relating to the Series 2015-3 Notes will need to be amended to incorporate the terms of
the Class E Notes, to allow for the payment of interest on and principal of the Class E Notes, to add
certain amortization events with respect to the Class E Notes, and to grant certain limited voting rights to
the holders of the Class E Notes. No consent from any Class A Noteholder, any Class B Noteholder, any
Class C Noteholder or any Class D Noteholder will be required for the Issuer to issue the Class E Notes
or to enter into such related amendments, but any such amendment will be conditioned upon satisfaction
of the rating agency condition with respect to the outstanding Class A Notes, Class B Notes, Class C
Notes and Class D Notes. See “Risk Factors – Risks Related to Noteholder Control Rights – Future
Issuance of the Class E Notes” and “The Series 2015-3 Notes – Future Issuance of the Class E Notes”
herein.
In addition, subject to “Future Issuance of the Class E Notes” below, certain amendments or
modifications with respect to the following provisions of the Series 2015-3 Supplement require the
consent of each Series 2015-3 Noteholder: the definition of “Required Controlling Class Series 2015-3
Noteholders” or the reduction of the percentage of Series 2015-3 Noteholders required to consent to any
particular action, the extension of the due date for, or reduction in the amount of any scheduled repayment
or prepayment of principal of or interest on any Series 2015-3 Note (or the reduction of the principal
amount of or rate of interest on any Series 2015-3 Note or other change in the manner in which interest is
calculated), the granting clause, application of funds in the Series 2015-3 interest and principal collection
accounts, amortization events, amendments and the criteria with respect to the issuance of the Class E
Notes.
Future Issuance of the Class E Notes
Subject only to the satisfaction of certain limited conditions precedent described below, on any
date during the Series 2015-3 Revolving Period, the Issuer may, without the consent of the Class A
Noteholders, the Class B Noteholders, the Class C Noteholders or the Class D Noteholders, issue Class E
Notes. If issued, the Class E Notes will have the same maturity as the Class A Notes, the Class B Notes,
the Class C Notes and the Class D Notes. The Class E Notes would bear a fixed rate of interest
determined at the time of issuance. If issued, the principal amount of the Class E Notes is expected to be
paid in full on the Expected Final Payment Date, and the entire principal amount of the Class E Notes will
be due and payable on the Legal Final Payment Date. It is expected that Collections will be allocated to
pay the Class E Notes in a substantially similar manner to the allocations for the Class A Notes, Class B
Notes, Class C Notes and Class D Notes described under “Allocations and Applications of Collections
and Priorities of Payments – Priority of Payments on the Series 2015-3 Notes”, although payments made
on the Class E Notes will be required to be subordinated to payments made on the Class A Notes, the
Class B Notes, the Class C Notes and the Class D Notes as described below; provided that, (i) any
amounts available under a demand note or irrevocable letter of credit solely for the benefit of the Class E
Noteholders or any amounts available in a reserve account established solely for the benefit of the Class E
Noteholders, in each case, may be applied to pay interest on the Class E Notes on any Payment Date
notwithstanding that interest may not be paid in full on any of the Offered Series 2015-3 Notes on such
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Payment Date (so long as the provision of such demand note or letter of credit or the establishment of
such reserve account does not reduce the availability of the Class A/B/C/D Liquid Enhancement Amount
to support the payment of interest on or principal of the Offered Series 2015-3 Notes in any material
respect), and (b) during the Series 2015-3 Rapid Amortization Period, payment of principal of the Class E
Notes may be made before the principal amount of the Offered Series 2015-3 Notes have been paid in full
if such payment of principal of the Class E Notes is made with proceeds of incremental enhancement
provided solely for the benefit of the Class E Noteholders.
Any description of the Class E Notes that is included herein has been provided solely for
purposes of evaluating an investment in the Class A Notes, the Class B Notes, the Class C Notes and/or
the Class D Notes. Notwithstanding the inclusion of such description in this Offering Circular, no Class
E Notes are being offered hereunder or will be issued on the Series 2015-3 Closing Date.
In connection with the issuance of Class E Notes, the Series 2015-3 Supplement will, and other
documents relating to the Series 2015-3 Notes may, need to be amended to incorporate the terms of the
Class E Notes, provide for the payment of interest on and principal of the Class E Notes, add the
Amortization Events with respect to the Class E Notes described below and grant the voting rights to the
holders of the Class E Notes described below. Such amendments may also include changes to
amortization events (to incorporate references to the Class E Notes, relevant enhancement for the Class E
Notes and other similar changes), changes to allocation mechanics and additional required credit
enhancement with respect to the Series 2015-3 Notes, but such changes may not reduce the required
credit enhancement for the Offered Series 2015-3 Notes or reduce the Series 2015-3 Invested Percentage
lower than the Series 2015-3 Invested Percentage would have been absent such amendments. The Series
2015-3 Supplement will provide that it and any such related documents may be amended as necessary in
connection with the issuance of the Class E Notes without the consent of the holders of any Class A
Notes, Class B Notes, Class C Notes or Class D Notes. See “Risk Factors – Risks Related to Noteholder
Control Rights – Future Issuance of the Class E Notes” and “The Series 2015-3 Notes – Amendments”
herein.
As a condition precedent to the issuance of Class E Notes, the Series 2015-3 Supplement will
require that no such amendments to the Series 2015-3 Supplement or any documents relating to the Series
2015-3 Notes in connection with the issuance of the Class E Notes may provide for (a) the application of
amounts available under the Class A/B/C/D Letters of Credit or the Class A/B/C/D Reserve Account to
support the payment of interest on or principal of the Class E Notes while any of the Offered Series 2015-
3 Notes remain outstanding; (b) payment of interest to any Class E Notes on any Payment Date until all
interest due on the Offered Series 2015-3 Notes on such Payment Date has been paid, provided that, such
amendment may provide for the provision of demand notes, irrevocable letters of credit and/or the
establishment of a reserve account, in each case solely for the benefit of the Class E Noteholders, and any
amounts available thereunder or therein may be applied to pay interest on the Class E Notes on any
Payment Date notwithstanding that interest may not be paid in full on any of the Offered Series 2015-3
Notes on such Payment Date, subject only to the requirement that such amendment may not reduce the
availability of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or
principal of the Offered Series 2015-3 Notes in any material respect; (c) during the Series 2015-3 Rapid
Amortization Period, payment of principal of the Class E Notes until the principal amount of the Offered
Series 2015-3 Notes has been paid in full, unless such payment is made with proceeds of incremental
enhancement provided solely for the benefit of the Class E Notes; (d) any incremental voting rights in
respect of the Class E Notes, for so long as any Offered Series 2015-3 Notes remain outstanding, other
than (x) with respect to amendments to the Base Indenture, Group I Supplement or this Series 2015-3
Supplement that expressly require the consent of each Noteholder, Group I Noteholder or Series 2015-3
Noteholder, as the case may be, materially adversely affected thereby or (y) with respect to amendments
to this Series 2015-3 Supplement, any amendment that relates solely to the Class E Notes (as evidenced
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by an Officer’s Certificate of the Issuer); and (e) the addition of any Amortization Event with respect to
the Series 2015-3 Notes other than those related to payment defaults on the Class E Notes similar to those
in respect of the Offered Series 2015-3 Notes and credit enhancement or liquid enhancement deficiencies
in respect of the credit enhancement or liquid enhancement solely supporting the Class E Notes similar to
those in respect of the Offered Series 2015-3 Notes.
In addition, Class E Notes may be issued only upon satisfaction of the following conditions
precedent:
(i) the Trustee’s receipt of certain company requests, orders, officers certificates and opinions of
counsel substantially similar to those received in connection with the offering and sale of the Class A
Notes, the Class B Notes, the Class C Notes and the Class D Notes, including without limitation, an
officer’s certificate to the effect that (A) no Amortization Event with respect to the Series 2015-3 Notes,
Class A/B/C/D Liquidation Event, Group I Aggregate Asset Amount Deficiency, or Class A/B/C/D
Liquid Enhancement Deficiency is then continuing or will occur as a result of the issuance of such Class
E Notes, (B) all conditions precedent provided in the Series 2015-3 Supplement with respect to the
authentication and delivery of such Class E Notes (including those described above) have been complied
with, and (C) the issuance of such Class E Notes and any related amendments to the Series 2015-3
Supplement and any related documents relating to the Series 2015-3 Notes will not reduce the availability
of the Class A/B/C/D Liquid Enhancement Amount to support the payment of interest on or principal of
the Class A Notes, Class B Notes, Class C Notes or the Class D Notes in any material respect;
(ii) the Trustee’s receipt of opinions to the effect that (A) the issuance of the Class E Notes will
not adversely affect the U.S. federal income tax characterization of any Series of Notes outstanding or
Class thereof that was (based upon an Opinion of Counsel) characterized as indebtedness for U.S. federal
income tax purposes at the time of their issuance and the Issuer will not be classified as an association or
as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes as a result
of such issuance, (B) the Class E Notes have been duly authorized and executed and such Class E Notes
(when authenticated and delivered in accordance with the provisions of the Group I Indenture and this
Series 2015-3 Supplement) and any amendments to the Series 2015-3 Supplement and any related
document relating to the Series 2015-3 Supplement will constitute valid, binding and enforceable
obligations of the Issuer, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity,
and (C) all conditions precedent specified in the Group I Indenture and the Series 2015-3 Supplement
with respect to the authentication and delivery of the Class E Notes have been complied with or waived;
and
(iii) each rating agency then rating any Class of Series 2015-3 Notes at the request of the Issuer
(a) will have notified in writing that the issuance of the Class E Notes and the execution of any related
amendment to the Series 2015-3 Supplement and related documents will not result in the reduction or
withdrawal of its then-current rating or credit risk assessment of such Class of Series 2015-3 Notes, or (b)
within ten (10) days of receiving notice of the issuance of the Class E Notes, such rating agency will have
not issued written notice that the issuance of the Class E Notes and the related amendment to the Series
2015-3 Supplement and related documents will result in the downgrade, qualification or withdrawal of its
then-current rating of such Class of Series 2015-3 Notes.
In addition to the foregoing, substantive definitions of the following terms will be set forth in one
or more amendments to the Series 2015-3 Supplement entered into pursuant to any issuance of Class E
Notes:
 Class E Adjusted Asset Coverage Threshold Amount
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 Class E Initial Principal Amount
 Class E Monthly Interest Amount
 Class E Note Owner
 Class E Note Rate
 Class E Principal Amount
Additional Group I Leasing Company Notes
The Issuer will covenant that the terms of any Additional Group I Lease, Additional Group I
Leasing Company Indenture, Additional Group I Leasing Company Note, the organizational documents
for any Additional Group I Leasing Company and the documents related to each of the foregoing,
including without limitation, terms relating to amortization events, liquidation events, remedies and
amendments, will be substantially similar to the corresponding terms of the HVF Series 2013-G1 Lease,
HVF Series 2013-G1 Supplement, HVF Series 2013-G1 Note, the HVF LLC Agreement and the
documents related to each of the foregoing, except that certain terms of any Additional Group I Lease,
Additional Group I Leasing Company Indenture, Additional Group I Leasing Company Note, the
organizational documents for any Additional Group I Leasing Company and the documents related to
each of the foregoing may be different from the corresponding terms of the HVF Series 2013-G1 Lease,
HVF Series 2013-G1 Supplement, HVF Series 2013-G1 Note, the HVF LLC Agreement and the
documents related to each of the foregoing so long as such differences are not materially adverse to the
Series 2015-3 Noteholders (as evidenced by an officer's certificate of the Issuer).
Termination
The Series 2015-3 Supplement will cease to be of further effect when (i) all Outstanding Series
2015-3 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or
stolen Series 2015-3 Notes that have been replaced or paid) to the Trustee for cancellation, (ii) the Issuer
has paid all sums payable thereunder and (iii) the Class A/B/C/D Demand Note Payment Amount is equal
to zero or the Class A/B/C/D Letter of Credit Liquidity Amount is equal to zero.
Form of Series 2015-3 Notes
Global Notes
Certain of the Series 2015-3 Notes may be represented by one or more 144A Global Notes issued
in the United States initially to the Initial Purchasers, in reliance on exemptions from the registration
requirements under the Securities Act, and thereafter to qualified institutional buyers within the meaning
of, and in reliance on Rule 144A, under the Securities Act. Each 144A Global Note will be deposited on
or prior to the issue date of such 144A Global Note with the Trustee as custodian for DTC, and registered
in the name of Cede & Co., as nominee of DTC. Each 144A Global Note will be subject to certain
restrictions on transfer set forth therein and in the Series 2015-3 Supplement and will bear the legend
regarding such restrictions set forth under “Restrictions on Transfer” herein.
In addition, certain of the Series 2015-3 Notes may be represented by one or more Regulation S
Global Notes issued outside the United States in reliance on Regulation S. Each such Regulation S
Global Note will be deposited on or prior to the Series 2015-3 Closing Date with the Trustee as custodian
for, and registered in the name of a nominee of, DTC, for the accounts of Euroclear and Clearstream.
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Beneficial interests in the Regulation S Global Notes may be held only through Euroclear and
Clearstream by non-U.S. persons (as such term is defined in Regulation S). No interest in a Class D
Notes may be represented by or in the form of a Regulation S Global Note.
Application will be made to DTC for acceptance in its book-entry settlement system of the Global
Notes. Transfers of beneficial interest in a Global Note within DTC will be made in accordance with the
rules and procedures of DTC.
General
Unless otherwise specified herein, each class of the Series 2015-3 Notes will initially be
represented by one or more Global Notes, in each case in registered form, except as set forth below. The
Class A Notes, Class B Notes and Class C Notes will be available for purchase in denominations of
$100,000 and integral multiples of $1,000 in excess thereof. The Class D Notes will be available for
purchase in denominations of $5,000,0005 and integral multiples of $1,000 in excess thereof. Unless and
until definitive Series 2015-3 Notes are issued under the limited circumstances described herein, no Series
2015-3 Note Owner will be entitled to receive a physical certificate representing a Series 2015-3 Note.
See “—Definitive Notes” below. Unless and until definitive Notes are issued, all references herein to
actions by Series 2015-3 Noteholders refer to actions taken by the Clearing Agencies upon instructions
from their respective participating organizations (the “Participants”) and all references herein to
distributions, notices, reports and statements to Series 2015-3 Noteholders refer to distributions, notices,
reports and statements to the Clearing Agencies or their respective nominees, as the registered holder of
the Series 2015-3 Notes, as the case may be, for distribution to Series 2015-3 Note Owners in accordance
with such clearing agency’s procedures with respect thereto and the rights of Series 2015-3 Note Owners
will be exercised only through the Clearing Agencies and their Participants. See “—Definitive Notes” and
“—Clearing and Settlement – Book-Entry Notes” below.
To permit compliance with Rule 144A under the Securities Act in connection with sales of the
Series 2015-3 Notes, the Issuer will agree to furnish upon request of a holder of the Series 2015-3 Notes
so long as the Series 2015-3 Notes are “restricted securities” within the meaning of Rule 144(a)(3) under
the Securities Act, to such holder and a prospective purchaser designated by such holder, the information
required to be delivered under Rule 144A(d)(4) under the Securities Act, if at the time of such request the
Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act, or exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
Each Global Note will be numbered serially with an identifying number that will be recorded in
the register (the “Note Register”) the Issuer will procure to be kept by the registrar appointed pursuant to
the Base Indenture. Title to Global Notes passes by and upon registration in the Note Register.
Ownership of Global Notes
So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or such
nominee, as the case may be, will be considered the sole owner or holder of the Series 2015-3 Notes
represented by such Global Note for all purposes under the Series 2015-3 Indenture and the Series 2015-3
Notes. Payments of principal, interest and additional amounts, if any, on Global Notes will be made to
DTC or its nominee, as the registered owner thereof. In addition, no beneficial owner of an interest in a
Global Note of which the registered owner or holder is DTC or its nominee will be able to transfer that
5
The Class D minimum denomination is subject to change.
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interest except in accordance with DTC’s applicable procedures (in addition to those described herein and
in the Series 2015-3 Indenture).
Definitive Notes
With respect to the Series 2015-3 Notes issued in the form of typewritten Series 2015-3 Notes
representing the book-entry Notes, if (i) DTC notifies the Issuer that it is unwilling or unable to continue
as a depositary for a Global Note or if at any time DTC ceases to be a “clearing agency” registered under
the Exchange Act and a successor depositary is not appointed by the Issuer within ninety (90) days of
such notice, (ii) the Issuer determines that a 144A Global Note or a Regulation S Global Note will be
exchanged for Series 2015-3 Notes in definitive registered form, or (iii) during the continuance of an
Amortization Event with respect to the Series 2015-3 Notes, Note Owners with more than 50% of the
aggregate principal amount of the Series 2015-3 Notes advise the Trustee in writing that the continuation
of a book-entry system through DTC is no longer in their best interests, the Issuer will deliver Series
2015-3 Notes in definitive registered form in exchange for the beneficial interest in the 144A Global Note
or the Regulation S Global Note.
In such circumstances, the Issuer will cause sufficient definitive registered Series 2015-3 Notes to
be executed and delivered to the Trustee for completion, authentication and dispatch to the relevant Series
2015-3 Noteholders. A person having an interest in a 144A Global Note or a Regulation S Global Note
must provide the Trustee with a written order containing instructions and such other information as the
Issuer and the Trustee may require to complete, execute and deliver such definitive registered Series
2015-3 Notes. In addition, a person having an interest in a 144A Global Note must provide the Trustee
with a fully completed, signed certification substantially to the effect that the exchanging holder is not
transferring its interest at the time of such exchange, or in the case of a simultaneous sale pursuant to
Rule 144A, a certification identifying the nature of the person (a qualified institutional buyer able to take
transfer of such interest in accordance with the transfer restrictions under Rule 144A, as more particularly
described in “Restrictions on Transfer”, if applicable) to whom such holder is transferring at the time of
such exchange. Definitive registered Series 2015-3 Notes issued in exchange for a 144A Global Note
will bear, and be subject to, the legend referred to under “Restrictions on Transfer”.
Subject to any restrictions on transfer, the holder of a definitive registered Series 2015-3 Note
may transfer such Series 2015-3 Note by surrendering it at the office or agency maintained by or on
behalf of the Issuer for such purpose in the Borough of Manhattan, New York City, which initially will be
the office of the Trustee. Upon the transfer, exchange or replacement of any definitive registered Series
2015-3 Note, the Issuer will deliver only definitive registered Series 2015-3 Notes that bear the legend
referred to under “Restrictions on Transfer”, or will refuse to remove such legend, as the case may be,
unless there is delivered to the Issuer and the Trustee such satisfactory evidence, which may include an
opinion of counsel, as may reasonably be required by the Issuer and the Trustee that neither the legend
nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of
the Securities Act.
The Trustee will not register the exchange of interests in a 144A Global Note or a Regulation S
Global Note for definitive registered Series 2015-3 Notes for a period commencing with the Record Date
to the applicable Payment Date for any payment of principal of or interest on such Series 2015-3 Notes.
Clearing and Settlement
Book-Entry Notes. The Issuer and the Trustee will make applications to DTC for acceptance in
its book-entry settlement system of the Notes represented by the Global Notes. The Issuer also will make
application to Euroclear and Clearstream for acceptance in their respective book-entry systems in respect
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of the Notes represented by the Regulation S Global Notes. The 144A Global Notes will be subject to
restrictions on transfer set out under “Restrictions on Transfer”.
Upon issuance of the relevant Global Note, DTC or its custodian will credit, on its internal
system, the respective principal amounts of the individual beneficial interests represented by such Global
Note to the accounts of persons who have accounts with DTC (“DTC Participants”). Ownership of
beneficial interests in a Global Note will be limited to DTC Participants and persons who hold interests
through DTC Participants. Ownership of beneficial interests in Global Notes will be shown on, and the
transfer of that ownership will be effected only through, records maintained by DTC or its nominee and
the records of DTC Participants.
Investors may hold their interests in Regulation S Global Notes only through Euroclear or
Clearstream. A U.S. person (as such term is defined in Regulation S under the Securities Act) may not
hold a beneficial interest in a Regulation S Global Note. Clearstream and Euroclear will hold interests in
the relevant Regulation S Global Note on behalf of their participants through customers’ securities
accounts in Clearstream’s or Euroclear’s respective names on the books of the respective depositaries,
which in turn will hold such interests in the relevant Regulation S Global Note in customers’ securities
accounts in the depositaries’ names on the books of DTC. Beneficial owners will not receive certificates
representing their ownership interests in Global Notes, except in the event that the use of the book-entry
system for such Global Notes is discontinued.
Payments of the principal of, and interest on, each Global Note registered in the name of DTC or
its nominee will be to or to the order of its nominee, as the registered owner of such Global Note. The
Issuer expects that the nominee, upon receipt of any such payment, will immediately credit DTC
Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in
the principal amount of the relevant Global Note as shown on the records of DTC or the nominee. The
Issuer also expects that payments by DTC Participants to owners of beneficial interests in such Global
Note held through such DTC Participants will be governed by standing instructions and customary
practices, as is now the case with securities held registered in “street name” for the accounts of customers.
Such payments will be the responsibility of such DTC Participants. Neither the Issuer nor any Paying
Agent will have any responsibility or liability for any aspect of the records relating to or payments made
on account of ownership interests in Global Notes or for maintaining, supervising or reviewing any
records relating to such ownership interests.
Transfers of interests in Global Notes within the Clearing Agencies will be in accordance with the
usual rules and operating procedures of the relevant system. The laws of some states in the United States
require that certain persons take physical delivery of securities in definitive form. Consequently, the
ability to transfer interests in a Global Note to such persons may be limited. Because DTC can only act
on behalf of DTC Participants, who in turn act on behalf of indirect participants and certain banks, the
ability of a person having an interest in a Global Note to pledge such interest to persons or entities that do
not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected
by the lack of a physical certificate of such interest.
Subject to compliance with the transfer restrictions applicable to the Series 2015-3 Notes
described above and under “Restrictions on Transfer”, cross-market transfers between DTC, on the one
hand, and directly or indirectly through Euroclear or Clearstream participants, on the other, will be
effected in DTC in accordance with DTC rules on behalf of Euroclear or Clearstream, as the case may be,
by its respective depositary. However, such cross-market transactions will require delivery of instructions
to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (Brussels time). Euroclear or Clearstream, as
the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its
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respective depositary to take action to effect final settlement on its behalf by delivering in accordance
with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and
Euroclear participants may not deliver instructions directly to the depositaries for Clearstream or
Euroclear.
Because of time-zone differences, credits of securities received in Euroclear or Clearstream as a

result of a transaction with a DTC Participant will be made during the securities settlement processing day
dated the business day following the DTC settlement date and such credits of any transactions in such
securities settled during such processing will be reported to the relevant Euroclear or Clearstream
participant on such business day. Cash received in Euroclear or Clearstream as a result of sales of
securities by or through a Euroclear participant or a Clearstream participant to a DTC Participant will be
received with value on the DTC settlement date but will be available in the relevant Euroclear or
Clearstream cash account only as of the business day following settlement in DTC.
A beneficial interest in a Regulation S Global Note may be transferred to a person who takes
delivery in the form of an interest in a 144A Global Note of the same class and Series only upon receipt
by the Trustee of a written certification from the transferor (in the form provided in the Series 2015-3
Indenture) to the effect that such transfer is being made to a person whom the transferor reasonably
believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable securities laws of any state of the
United States or any other jurisdiction.
Beneficial interests in a 144A Global Note may be transferred to a person who takes delivery in
the form of an interest in a Regulation S Global Note only upon receipt by the Trustee of a written
certification from the transferor (in the applicable form provided in the Series 2015-3 Supplement) to the
effect that such transfer is being made in accordance with Regulation S under the Securities Act, and that
the interest will be held immediately thereafter only through Euroclear or Clearstream.
Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the
form of an interest in another Global Note of the same class and Series will, upon transfer, cease to be an
interest in such Global Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions and other procedures applicable to a beneficial interest in
such other Global Note for as long as it remains such an interest.
Transfer by a holder of an interest in a Global Note to a transferee who wishes to take delivery of
such interest through the same Global Note may be made at any time without certification, subject to
applicable transfer restrictions.
Transfers of interests in a Global Note within the Clearing Agencies will be in accordance with
the rules and procedures of the relevant system.
DTC has advised the Issuer that it will take any action permitted to be taken by a holder of Series
2015-3 Notes only at the direction of one or more DTC Participants in whose account with DTC interests
in the relevant Global Note are credited and only in respect of such portion of the aggregate principal
amount of such Global Note as to which such DTC Participant or DTC Participants has or have given
such direction. However, in the circumstances described above under “—Definitive Notes,” DTC will
surrender the relevant Global Note for exchange for definitive registered Series 2015-3 Notes which will
bear the legend referred to under “Restrictions on Transfer”.
DTC has advised the Issuer as follows: DTC is a limited-purpose trust company organized under
the laws of the State of New York, a “banking organization” within the meaning of the New York
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Banking Law, a member of the U.S. Federal Reserve System, a “clearing corporation” within the meaning
of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section
17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the
clearance and settlement of securities transactions between participants through electronic book-entry
changes in accounts of its participants, thereby eliminating the need for physical movement of certificates.
DTC Participants include securities brokers and dealers, banks, trust companies and clearing corporations
and may include certain other organizations. Indirect access to the DTC system is available to others,
such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly (“Indirect Participants”).
Definitive Notes will not be eligible for clearing or settlement through Euroclear, Clearstream or
DTC.
Neither the Issuer nor the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership of interests in the Series 2015-3
Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests.
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DESCRIPTION OF GROUP I NOTES: UNDERLYING INDENTURES AND CERTAIN
RELATED DOCUMENTS
The Series 2015-3 Notes will be a Series of Group I Notes. Each Series of Group I Notes will be issued
pursuant to the Base Indenture, the Group I Supplement, and a Group I Series Supplement for such Series
of Group I Notes.
The Base Indenture
entirety by reference to, all the provisions of the Base Indenture. An electronic copy of the Base
Indenture is available to prospective investors upon request to the Trustee or the Issuer.
Generally
The Base Indenture sets forth the general framework pursuant to which the Issuer may enter into
Group Supplements and Series Supplements pursuant to which the Issuer may issue notes, the proceeds of
which generally will be used to purchase assets or finance or refinance the purchase of assets by leasing
companies. No security interest in any collateral is granted pursuant to the Base Indenture.
Each Series of Notes issued by the Issuer, which Series of Notes may include one or more classes
of Notes, will be issued pursuant to the Base Indenture, a group supplement relating to the group of
collateral in which such Series shares and a Series Supplement.
The Issuer may establish one or more separate groups of collateral in which one or more Series of
Notes will have an interest. The group supplement for the related group of Notes will identify the specific
collateral pool securing each Series of Notes sharing in such group.
The Issuer may establish one or more separate Series of Notes that will have an interest in a
particular group of collateral. The Series Supplement for the related Series of Notes will identify to
which group such Series of Notes belongs and the specific collateral pool securing such Series of Notes.
The aggregate principal amount of Notes which may be authenticated and delivered pursuant to
the Base Indenture is unlimited.
Representations and Warranties
In connection with the issuance of any Series of Notes, the Issuer is required to make, among
others, representations and warranties regarding the following (subject to various materiality
qualifications):
 certain corporate matters regarding its organization, existence, qualification, good standing,
powers, authorization and governmental approvals;
 enforceability of Base Related Documents;
 no required consents or approvals the absence of which would cause a material adverse
effect;
 no litigation that would cause a material adverse effect;
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 compliance with tax payment and filing obligations and absence of ERISA obligations;
 accuracy of information furnished to the Trustee;
 Investment Company Act exemption;
 no purchase or carry of “margin stock”;
 ownership of the Issuer and HVF II GP Corp.;
 no subsidiaries of the Issuer; and
 no violations of organizational documents and no violations of Requirements of Law or

Contractual Obligations that would cause a material adverse effect.
Covenants
The Issuer has agreed to the following covenants, among others, in the Base Indenture:
 The Issuer will not create, incur, assume or permit to exist any Lien upon any of its property
(including the Collateral), other than: (i) with respect to any such property not constituting
(A) Group-Specific Collateral with respect to any Group of Notes or (B) Series-Specific
Collateral with respect to any Series of Notes, Base Permitted Liens, (ii) with respect any
such property constituting Group-Specific Collateral with respect to any Group of Notes,
Group Permitted Liens for such Group of Notes and (iii) with respect to any such property
constituting Series-Specific Collateral with respect to any Series of Notes, Series Permitted
Liens for such Series of Notes.
 The Issuer will not create, assume, incur, suffer to exist or otherwise become or remain
liable in respect of any Indebtedness other than under any Master Related Document.
 The Issuer will not establish or maintain or contribute to any Plan that is covered by Title IV
of ERISA.
 The Issuer will not be a party to any merger or consolidation, other than a merger or
consolidation of the Issuer into or with another Person if:
(a) (a) the Person formed by such consolidation or into or with which the Issuer is
merged will be a Person organized and existing under the laws of the United States of America or
any state or the District of Columbia, and if the Issuer is not the surviving entity, will expressly
assume, by an indenture supplemental hereto executed and delivered to the Trustee, the
performance of every covenant and obligation of the Issuer under the Base Indenture and under
all other Master Related Documents to which the Issuer is a party;
(b) the Issuer has delivered to the Trustee an Officer’s Certificate and an opinion of counsel,
each stating that such consolidation or merger and such supplemental agreement comply with
such merger-related covenant;
(c) the Rating Agency Condition with respect to each Series of Notes Outstanding will have
been satisfied with respect to such merger or consolidation; and
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(d) the Issuer has delivered to the Trustee an opinion of counsel stating that the Issuer would
not be substantively consolidated with any immediate and direct parent of such Person as a result
of an Event of Bankruptcy with respect to any such parent.
 The Issuer will not sell, lease, transfer, liquidate or otherwise dispose of any of its property
except as contemplated by the Master Related Documents.
 The Issuer will not acquire, by long-term or operating lease or otherwise, any property
except in accordance with the terms of the Master Related Documents.
 Neither the Issuer nor HVF II GP Corp. will amend any of its organizational documents,
including certificate of limited partnership or limited partnership agreement of the Issuer and
the certificate of incorporation and bylaws of HVF II GP Corp. unless, prior to such
amendment, the Rating Agency Condition with respect to each Series of Notes Outstanding
will have been satisfied with respect to such amendment.
 Neither the Issuer nor HVF II GP Corp. will make, incur, or suffer to exist any loan,
advance, extension of credit or other investment in any Person other than in accordance with
the Master Related Documents and, in addition, without limiting the generality of the
foregoing, the Issuer will not direct the investment of funds in any Group-Specific
Collection Account or Series-Specific Collection Account in a manner that would have the
effect of causing the Issuer to be an “investment company” within the meaning of the
Investment Company Act.
 The Issuer will not enter into or be a party to any agreement or instrument other than any
Master Related Document, any documents related to any Enhancement, any document to
effect a merger or consolidation permitted pursuant to the merger covenant described above
or any documents and agreements incidental or related to any of the foregoing.
 The Issuer will not engage in any business or enterprise or enter into any transaction other
than the acquisition and funding of Group-Specific Collateral and Series-Specific Collateral,
the related exercise of its rights under Group-Specific Collateral, Series-Specific Collateral
and the Master Related Documents, the incurrence and payment of ordinary course operating
expenses, the issuing and selling of the Notes and other activities related to or incidental to
any of the foregoing.
 Each of the Issuer and HVF II GP Corp. will:
(a) maintain its own deposit account or accounts, separate from those of any Affiliate, with
commercial banking institutions and ensure that the funds of the Issuer will not be diverted to any
other Person or for other than the use of the Issuer, nor will such funds be commingled with the
funds of Hertz or any other Subsidiary or Affiliate of Hertz other than as provided in the Master
Related Documents;
(b) ensure that all transactions between the Issuer and any of its Affiliates, whether currently
existing or hereafter entered into, will be only on an arm’s-length basis, it being understood and
agreed that the transactions contemplated in the Master Related Documents meet the
requirements of this clause (b);
(c) to the extent that it requires an office to conduct its business, conduct its business from an
office at a separate address (or segregated offices in the same building) from that of Hertz and its
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Affiliates (other than Hertz Vehicles LLC or any other affiliated special purpose company (other
than HGI)), and to the extent that the Issuer and any of its members or Affiliates have offices in
the same location, there will be a fair and appropriate allocation of overhead costs among them,
and each such entity will bear its fair share of such expenses;
(d) conduct its affairs in its own name and in accordance with the Issuer’s LP Agreement or
the HVF II General Partner Certificate of Incorporation and by-laws, as applicable, and observe
all necessary, appropriate and customary limited partnership or corporate formalities, as
applicable, including, but not limited to, holding all regular and special meetings and/or adopting
all written consents appropriate to authorize all actions of the Issuer or HVF II GP Corp., as
applicable, keeping separate and accurate minutes of its meetings, passing all resolutions or
consents necessary to authorize actions taken or to be taken, and maintaining accurate and
separate books, records and accounts, including, but not limited to, payroll and intercompany
transaction accounts;
(e) not assume or guarantee any of the liabilities of Hertz or any Affiliate thereof (other than
any liability of the Issuer that may be deemed assumed or guaranteed by HVF II GP Corp. due to
HVF II GP Corp.’s status as a general partner of the Issuer under Delaware law);
(f) only in the case of HVF II GP Corp., maintain at least two (2) Independent Directors on
its board of directors; and
(g) maintain separate financial statements in accordance with GAAP, or, if financial
statements are prepared on a consolidated basis with Hertz or any Affiliate thereof, such financial
statements will contain notes clearly (i) disclosing the separate legal existence of each of the
Issuer and HVF II GP Corp. and (ii) stating that the assets of the Issuer and the assets of HVF II
GP Corp. are owned by the Issuer or HVF II GP Corp., as applicable, and are not available to
satisfy obligations of Hertz or such Affiliate and identifying the amounts of the assets so owned.
Amendments – Without Noteholder Consent
Without the consent of any Noteholder, the Issuer and the Trustee, at any time and from time to
time, may enter into one or more Indenture Supplements to the Base Indenture for any of the following
purposes (in each case, only to the extent that, as evidenced by an Officer’s Certificate of the Issuer, such
action below will not adversely affect in any material respect the interests of any Noteholder):
 to create a new Group of Notes;
 to create a new Series of Notes;
 to add to the covenants of the Issuer for the benefit of any Noteholders (and if such
covenants are to be for the benefit of less than all Series of Notes, stating that such covenants
are expressly being included solely for the benefit of such Series of Notes) or to surrender
any right or power conferred upon the Issuer in the Base Indenture (provided, however, that
the Issuer will not pursuant to this subsection surrender any right or power it has under any
Group Related Document or Series Related Document);
 to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as
security for the Notes and to specify the terms and conditions upon which such property or
assets are to be held and dealt with by the Trustee and to set forth such other provisions in
respect thereof as may be required by the Base Indenture or as may, consistent with the
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provisions of the Base Indenture, be deemed appropriate by the Issuer and the Trustee, or to
correct or amplify the description of any such property or assets at any time so mortgaged,
pledged, conveyed, assigned and transferred to the Trustee;
 to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any

provision contained in the Base Indenture;
 to provide for uncertificated Notes in addition to certificated Notes;
 to add to or change any of the provisions of the Base Indenture to such extent as will be
necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
 to evidence and provide for the acceptance of appointment under the Base Indenture by a
successor Trustee with respect to the Notes of one or more Series of Notes and to add to or
change any of the provisions of the Base Indenture as will be necessary to provide for or
facilitate the administration of the trusts under the Base Indenture by more than one Trustee;
or
 to correct or supplement any provision in the Base Indenture that may be inconsistent with
any other provision in the Base Indenture or to make any other provisions with respect to
matters or questions arising under the Base Indenture.
Amendments – With Noteholder Consent
Except as described above with respect to amendments not requiring the consent of any
Noteholder or any related provision in a Group Supplement, the provisions of the Base Indenture may
from time to time be amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to in writing by the Issuer, the Trustee and the holders of Notes holding in excess
of 50% of the Aggregate Indenture Principal Amount (or the Requisite Group Investors of each
Outstanding Group of Notes, in respect of any amendment, modification or waiver to the Base Indenture
that materially adversely affects only the Noteholders of such Group of Notes and does not materially
adversely affect the Noteholders of any other Group of Notes, as substantiated by an Officer’s Certificate
of the Issuer to such effect), but any such amendment or modification will be subject to the satisfaction of
the Rating Agency Condition with respect to each Series of Notes Outstanding. Notwithstanding the
foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each
Series of Notes Outstanding):
 any modification of the provisions relating to amendments requiring consent of the

Noteholders or any requirement under the Base Indenture that any particular action be taken
by Noteholders holding the relevant percentage in Principal Amount of the Notes will
require the consent of each Noteholder materially adversely affected thereby; and
 any amendment, waiver or other modification to the Base Indenture that would (A) extend
the due date for, or reduce the amount of any scheduled repayment or prepayment of
principal of or interest on any Note (or reduce the principal amount of or rate of interest on
any Note) will require the consent of each materially adversely affected Noteholder; or (B)
affect adversely in any material respect the interests, rights or obligations of any Noteholder
individually in comparison to any other Noteholder will require the consent of such
Noteholder.
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The Trustee
The Trustee is required to (i) be a corporation organized and doing business under the laws of the
United States of America or of any state thereof authorized under such laws to exercise corporate trustee
power and (ii) be subject to supervision or examination by Federal or state authority and have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition.
If an Amortization Event has occurred and is continuing, the Trustee will exercise such of the
rights and powers vested in it by the Base Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own
affairs. The preceding sentence will not have the effect of insulating the Trustee from liability arising out
of the Trustee’s negligence or willful misconduct.
Except during the occurrence and continuance of an Amortization Event, the Trustee undertakes
to perform only those duties that are specifically set forth in the Base Indenture and the Master Related
Documents to which it is a party and no others, and no implied covenants or obligations will be read into
the Base Indenture or such Master Related Documents against the Trustee.
Beyond the exercise of reasonable care in the custody thereof, the Trustee will have no duty as to
any Collateral in its possession or control or in the possession or control of any agent or bailee or any
income thereon or as to the preservation of rights against prior parties or any other rights pertaining
thereto. The Trustee will not be responsible for the existence, genuineness or value of any of the
Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral,
whether impaired by operation of law or by reason of any action or omission to act on its part, except to
the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of
the Trustee.
The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the
Base Indenture, the Group I Supplement or the Series 2015-3 Supplement, or to institute, conduct or
defend any litigation under the Base Indenture or in relation thereto, at the request, order or direction of
any of the Noteholders, pursuant to the provisions of the Base Indenture, the Group I Supplement or the
Series 2015-3 Supplement, unless such Noteholders have offered to the Trustee reasonable security or
indemnity satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred
therein or thereby. Under no circumstances will the Trustee be obligated to expend or risk its own funds
or incur any liability in the performance of its duties under the Base Indenture or exercise of any of its
rights or powers if there is reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Pursuant to the Base Indenture, the Trustee (a) may, after giving forty-five (45) days’ prior
written notice to the Issuer, each Indenture Noteholder and each Rating Agency, resign from its office and
be discharged from the trust thereby created, (b) may be removed by the Requisite Indenture Investors,
acting together, at any time by notice to the Trustee and the Issuer, (c) may, so long as no Amortization
Event has occurred and is continuing with respect to any Series of Indenture Notes Outstanding, be
removed by the Issuer and (d) must resign at any time it fails to meet the eligibility requirements set forth
above. The Issuer is required to remove the Trustee if (i) the Trustee fails to meet the eligibility
requirements set forth above, (ii) the Trustee is adjudged bankrupt or insolvent or an order for relief is
entered with respect to the Trustee under the United States Bankruptcy Code, (iii) a custodian or public
officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting.
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If the Trustee resigns or is removed, as described above, the Issuer is required to promptly
appoint a successor trustee. Within one (1) year after the successor Trustee takes office, the Requisite
Indenture Investors, acting together, may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuer.
Any resignation or removal of the Trustee, as described above, will become effective only upon
(i) the appointment of a successor Trustee and (ii) the acceptance of such appointment by such successor
Trustee. If a successor Trustee does not take office within forty-five (45) days after the retiring Trustee
gives notice of its intent to resign or is removed, the retiring Trustee or any Indenture Noteholder, at the
expense of the Issuer, may petition any court of competent jurisdiction for the appointment of a successor
Trustee.
Satisfaction and Discharge
The Base Indenture will cease to be of further effect when all Outstanding Notes theretofore
authenticated and issued (other than destroyed, lost or stolen Notes which have been replaced or paid)
have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable under the
Base Indenture, except for the Issuer’s obligations to compensate and indemnify the Trustee, the Trustee’s
and Paying Agent’s obligation to return certain funds to the Issuer and the covenants of the Noteholders
and the Trustee not to initiate or act in furtherance of any insolvency proceeding with respect to the
Issuer, HVF II GP Corp., the Nominee or RCFC until after one (1) year has elapsed following the
repayment of the last maturing Note, which provisions will survive such termination of the Base
Indenture.
In addition, the Issuer may terminate all of its obligations under the Base Indenture if:
(a) the Issuer irrevocably deposits in trust with the Trustee or, at the option of the Trustee,
with a trustee reasonably satisfactory to the Trustee and the Issuer under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S.
Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof delivered to
the Trustee, to pay, when due, principal and interest on the Notes to maturity or redemption, as
the case may be, and to pay all other sums payable by the Issuer under the Base Indenture;
provided, however, that (1) the trustee of the irrevocable trust has been irrevocably instructed to
pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (2) the
Trustee has been irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of said principal and interest with respect to the Notes;
(b) the Issuer delivers to the Trustee an Officer’s Certificate signed by an Authorized Officer
of the Issuer stating that all conditions precedent to satisfaction and discharge of the Base
Indenture have been complied with, and an Opinion of Counsel to the same effect;
(c) the Issuer delivers to the Trustee an Officer’s Certificate signed by an Authorized Officer
of the Issuer stating that no Potential Amortization Event or Amortization Event has occurred and
be continuing on the date of such deposit; and
(d) the Rating Agency Condition with respect to each Series of Notes Outstanding has been
satisfied with respect to such deposit and termination of obligations pursuant to the foregoing. At
such time, the Base Indenture will cease to be of further effect (except with respect to the
provisions that are described above as surviving termination of the Base Indenture).
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The Group I Supplement
by reference to, all the provisions of the Group I Supplement. An electronic copy of the Group I
Supplement is available to prospective investors upon request to the Trustee or the Issuer.
Generally
The Group I Supplement sets forth the general framework pursuant to which the Issuer may enter
into Group I Series Supplements pursuant to which the Issuer may issue one or more Series of Group I
Notes.
Collateral
For a description of the collateral granted under the Group I Supplement, see “Collateral Pool”.
In connection with the issuance of any Series of Group I Notes, the Issuer is required to make,
among others, representations and warranties regarding the following (subject to various materiality
qualifications):
 creation, perfection and priority of a valid and continuing lien on the Group I Indenture
Collateral in favor of the Trustee on behalf of the Group I Noteholders;
 no required consents or approvals; and
 material accuracy of the Issuer’s representations and warranties in each Group I Related
Document to which it is a party.
Covenants
The Issuer has agreed to the following covenants, among others, in the Group I Supplement:
 The Issuer will not:
(i) amend, modify, waive, supplement, terminate, surrender, or discharge, or agree to any
amendment, modification, supplement, termination, waiver, surrender, or discharge of, the terms
of any Group I Indenture Collateral, including any of the Group I Related Documents (other than
the Group I Supplement in accordance with the amendment provisions of the Group I
Supplement as described below),
(ii) take any action to compel or secure performance or observation by any such obligor of its
obligations applicable to any Group I Leasing Company or the Issuer or
(iii) consent to the assignment of any such Group I Related Document by any other party
thereto
(each action described in foregoing clauses (i), (ii) and (iii), the “Group I Related Document Actions”),
in each case, without (A) the prior written consent of the Requisite Group I Investors, (B) satisfying the
Rating Agency Condition with respect to each Series of Group I Notes Outstanding and (C) satisfaction
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of any other applicable conditions and compliance with any applicable covenants, in each case, as may be
set forth in any Group I Series Supplement.
However, the following are exceptions to the preceding covenant with respect to Group I Related
Document Actions. First, if any such Group I Related Document Action does not materially adversely
affect the Group I Noteholders of one or more, but not all, Series of Group I Notes, as evidenced by an
Officer’s Certificate of the Issuer, then any such Series of Group I Notes that is not materially adversely
affected by such Group I Related Document Action will be deemed not Outstanding for purposes of
obtaining such consent (and the related calculation of Requisite Group I Investors will be modified
accordingly). Second, if any such Group I Related Document Action does not materially adversely affect
any Group I Noteholders, as evidenced by an Officer’s Certificate of the Issuer, then the Issuer will be
entitled to effect such Group I Related Document Action without the prior written consent of the Trustee
or any Group I Noteholder.
Pursuant to the Group I Supplement, any amendment, modification, waiver, supplement,

termination or surrender of any Group I Related Document relating solely to a particular Series of Group I
Notes will be deemed not to materially adversely affect the Group I Noteholders of any other Series of
Group I Notes.
 The Issuer will not declare or pay any distributions on any of its partnership interests or
membership interest. However, for so long as no Amortization Event or Potential
Amortization Event has occurred and is continuing with respect to any Series of Group I
Notes Outstanding or would result therefrom, the Issuer and HVF II GP Corp. may declare
and pay distributions out of capital or earnings computed in accordance with GAAP applied
on a consistent basis.
 The Issuer will not pay any wages or salaries or other compensation to its officers, directors,
employees or others except out of earnings computed in accordance with GAAP.
 The Issuer will not designate any Additional Group I Leasing Company or acquire any
Additional Group I Leasing Company Notes, in each case, without first satisfying the Rating
Agency Condition with respect to each Series of Group I Notes Outstanding.
 The Issuer will not consent to the issuance of any series of notes by a Group I Leasing
Company under its Group I Leasing Company Related Documents that is secured by the
same pool of assets that is direct collateral for a Group I Leasing Company Note without the
prior written consent of the Requisite Group I Investors.
In addition, the Issuer is subject to certain covenants regarding the defense, maintenance and
perfection of the Trustee’s security interest in the Group I Indenture Collateral.
Collections, Allocations and Applications
The Issuer has established and will be obligated to maintain the Group I Collection Account. The
Group I Collection Account is in the name of the Trustee for the benefit of the Group I Noteholders and is
required to be either a segregated identifiable trust account established in the trust department of a
Qualified Trust Institution or a separately identifiable deposit or securities account established with a
Qualified Institution.
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For a description of the allocations and applications of Group I Collections, see “Allocations and
Applications of Collections and Priorities of Payments – Collections, Allocations and Applications under
the Group I Supplement”.
Amortization Events
If any one of the following events occurs during the Revolving Period or the Controlled
Amortization Period, if any, with respect to any Series of Group I Notes:
(a) the occurrence of an Event of Bankruptcy with respect to the Issuer or HVF II GP Corp.;
(b) the Securities and Exchange Commission or other regulatory body having jurisdiction
reaches a final determination that the Issuer is an “investment company” or is under the “control”
of an “investment company” under the Investment Company Act; or
(c) any other event occurs that may be specified in any Group I Series Supplement as an
“Amortization Event” with respect to the related Series of Group I Notes;
then,
 in the case any event described in clause (a) or (b) above occurs, an “Amortization Event”
with respect to all Series of Group I Notes then outstanding will immediately occur without
any notice or other action on the part of the Trustee or any Noteholder, and
 in the case any event described in clause (c) above occurs, an “Amortization Event” with
respect to such Series of Group I Notes will occur in accordance with, and subject to the
conditions (including, without limitation, any conditions with respect to notice, other action,
the continuation of such event, grace or cure periods, or otherwise) specified in, the Group I
Series Supplement with respect to such Series of Group I Notes.
Remedies – General and Group I Leasing Company Related Documents
If any Amortization Event has occurred and is continuing, then the Trustee, at the written
direction of the Requisite Group I Investors (in the case where such Amortization Event is with respect to
all Series of Group I Notes) or Required Series Noteholders with respect to any Series of Group I Notes
with respect to which such Amortization Event has occurred and is continuing (in the case where such
Amortization Event is with respect to less than all Series of Group I Notes), will exercise from time to
time any rights and remedies available to it on behalf of the applicable Group I Noteholders under
applicable law or any Group I Related Documents, including the rights and remedies available to the
Trustee as a Beneficiary under the Collateral Agency Agreement, and all other rights, remedies, powers,
privileges and claims of the Issuer relating to the Group I Indenture Collateral against any party to any
Group I Leasing Company Related Documents, including the right or power to take any action to compel
performance or observance by any Group I Leasing Company and to give any consent, request, notice,
direction, approval, extension or waiver in respect of the Group I Leasing Company Related Documents.
Remedies – Group I Liquidation Event
If any Group I Liquidation Event has occurred and is continuing with respect to any Series of
Group I Notes, then the Trustee may or, at the direction of the Requisite Group I Investors (in the case
where such Group I Liquidation Event is with respect to all Series of Group I Notes) or at the direction of
the Required Series Noteholders of any Series of Group I Notes with respect to which such Group I
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Liquidation Event has occurred (in the case where such Group I Liquidation Event is with respect to less
than all Series of Group I Notes), will, exercise from time to time any rights and remedies available to it
as the result of such occurrence under the Group I Leasing Company Related Documents (including the
rights and remedies available to it as a Beneficiary under the Collateral Agency Agreement).
If, after the occurrence of any Group I Liquidation Event with respect to any Series of Group I
Notes, any Group I Leasing Company Trustee, the Collateral Agent or any Group I Lessee fails to take
action to accomplish any instructions given to it by the Trustee within fifteen (15) Business Days of
receipt thereof, then the Trustee may or, at the direction of the Requisite Group I Investors (in the case
where such Group I Liquidation Event is with respect to all Series of Group I Notes) or at the direction of
the Required Series Noteholders of any Series of Group I Notes with respect to which such Group I
than all Series of Group I Notes), will take such action or such other appropriate action on behalf of such
Group I Leasing Company Trustee, the Collateral Agent or such Group I Lessee. In the event that the
Trustee so determines to take such action, the Trustee may direct the Collateral Agent to institute legal
proceedings for the appointment of a receiver or receivers to take possession of some or all of the Group I
Eligible Vehicles pending the sale thereof, and the Trustee may institute legal proceedings for the
appointment of a receiver or receivers pursuant to the powers of sale granted by the Group I Supplement
or to a judgment, order or decree made in any judicial proceeding for the foreclosure or involving the
enforcement of the Group I Supplement.
Remedies – Waivers, Control and Certain Limitations
With respect to any existing Potential Amortization Event or Amortization Event described in
clause (c) of “Amortization Events” above, any such Potential Amortization Event or Amortization Event
(and, in any such case, any consequences thereof) with respect to such Series of Group I Notes may be
waived as set forth in the related Group I Series Supplement. Upon any such waiver, such Potential
Amortization Event will cease to exist with respect to such Series of Group I Notes, and any Amortization
Event with respect to such Series of Group I Notes arising therefrom will be deemed to have been cured
for every purpose of the Group I Indenture and related Group I Series Supplement, but no such waiver
will extend to any subsequent or other Potential Amortization Event or Amortization Event or impair any
right consequent thereon. With respect to any existing Potential Amortization Event or Amortization
Event described in clauses (a) or (b) of “Amortization Events” above, any such Potential Amortization
Event or Amortization Event (and, in any such case, the consequences thereof) with respect to the Group I
Notes will only be waived with the written consent of each Group I Noteholder. Upon any such waiver,
such Potential Amortization Event will cease to exist with respect to each Series of Group I Notes, and
any Amortization Event with respect to each Series of Group I Notes arising therefrom will be deemed to
have been cured for every purpose of the Group I Indenture and each Group I Series Supplement, but no
such waiver will extend to any subsequent or other Potential Amortization Event or Amortization Event
or impair any right consequent thereon.
The Requisite Group I Investors (or, where such remedy relates only to one or more particular
Series of Group I Notes, the Required Series Noteholders of any such Series of Group I Notes) may direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee on
behalf of such Group I Noteholders or exercising any trust or power conferred on the Trustee. Subject to
the terms of the Base Indenture, the Trustee may, however, refuse to follow any direction that conflicts
with law or the Group I Indenture, that the Trustee determines may be unduly prejudicial to the rights of
the other Group I Noteholders, or that may involve the Trustee in personal liability.
Upon the occurrence of an Amortization Event with respect to one or more, but not all,
Outstanding Series of Group I Notes, the Trustee may not exercise any remedy under the Group I
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Supplement that would adversely affect in any material respect the interests of the Group I Noteholders of
any Series of Group I Notes Outstanding with respect to which no Amortization Event has occurred.
No Group I Noteholder of any Series of Group I Notes will have any right to institute a
proceeding, judicial or otherwise, (x) with respect to the Group I Indenture or (y) for any other remedy
with respect to the Group I Indenture or such Series of Group I Notes unless:
 such Group I Noteholder gives to the Trustee written notice of a continuing Amortization
Event with respect to such Series of Group I Notes;
 the Group I Noteholders of at least 25% of the Aggregate Group I Principal Amount of such
Series of Group I Notes make a written request to the Trustee to pursue the remedy;
 such Group I Noteholder or Group I Noteholders offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;
 the Trustee does not comply with the request within sixty (60) days after receipt of the
request and the offer and, if requested, the provision of indemnity; and
 during such sixty (60) day period the Required Series Noteholders of such Series of Group I
Notes do not give the Trustee a direction inconsistent with the request.
A Group I Noteholder may not use the Group I Indenture to prejudice the rights of another Group
I Noteholder or to obtain a preference or priority over another Group I Noteholder.
Amendments – Without Noteholder Consent
Without the consent of any Group I Noteholder, at any time and from time to time, the Issuer and
the Trustee may amend, modify, or waive the provisions of the Group I Supplement or any Group I Series
Supplement (in each case, only to the extent that, as evidenced by an Officer’s Certificate of the Issuer,
such action below will not adversely affect in any material respect the interests of any Group I Noteholder
or Group I Series Enhancement Provider):
 to create a new Series of Group I Notes;
 to add to the covenants of the Issuer for the benefit of any Group I Noteholders (and if such
covenants are to be for the benefit of less than all Series of Group I Notes, stating that such
covenants are expressly being included solely for the benefit of such Series of Group I
Notes) or to surrender any right or power in the Group I Supplement conferred upon the
Issuer (provided, however, that the Issuer may not pursuant to this provision surrender any
right or power it has under any Group I Related Documents);
 to mortgage, pledge, convey, assign and transfer to the Trustee any additional property or
assets, or increase the amount of such property or assets that are required as security for the
Group I Notes and to specify the terms and conditions upon which such additional property
or assets are to be held and dealt with by the Trustee and to set forth such other provisions in
respect thereof as may be required by the Group I Supplement or as may, consistent with the
provisions of the Group I Supplement, be deemed appropriate by the Issuer and the Trustee,
or to correct or amplify the description of any such property or assets at any time so
mortgaged, pledged, conveyed and transferred to the Trustee on behalf of the Group I
Noteholders;
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 to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any
provision contained in the Group I Supplement or in any Group I Series Supplement or in
any Group I Notes issued under the Group I Supplement;
 to provide for uncertificated Group I Notes in addition to certificated Group I Notes;
 to add to or change any of the provisions of the Group I Supplement to such extent as is
necessary to permit or facilitate the issuance of Group I Notes in bearer form, registrable or
not registrable as to principal, and with or without interest coupons;
 to evidence and provide for the acceptance of appointment under the Group I Supplement by
a successor Trustee with respect to the Group I Notes of one or more Series of Group I Notes
and to add to or change any of the provisions of the Group I Supplement as is necessary to
provide for or facilitate the administration of the trusts under the Group I Supplement by
more than one Trustee;
 to correct or supplement any provision in the Group I Supplement that may be inconsistent
with any other provision of the Group I Supplement or to make any other provisions with
respect to matters or questions arising under the Group I Supplement or in any Group I
Series Supplement; or
 to effect any amendments to the Group I Supplement reasonably necessary to accommodate

the purchase of any Additional Group I Leasing Company Note purchased in compliance
with the covenants related to Additional Group I Leasing Company Notes as described in
“Description of Group I Notes: Underlying Indentures and Certain Related Documents –
The Group I Supplement – Covenants” above.
Amendments – With Noteholder Consent
Except as provided above with respect to amendments not requiring the consent of any Group I
Noteholder, the provisions of the Group I Supplement may from time to time be amended, modified or
waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the
Issuer, the Trustee and the Requisite Group I Investors, provided that with respect to any such
amendment, modification or waiver that does not adversely affect in any material respect one or more
Series of Group I Notes, as evidenced by an Officer’s Certificate of the Issuer, each such Series of Group
I Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the
Requisite Group I Investors (including the Aggregate Group I Principal Amount) will be modified
accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group I Notes
outstanding is satisfied with respect to such amendment, modification, or waiver. However, the Issuer
will be permitted to issue any Subordinated Series of Group I Notes (each of which Subordinated Series
of Group I Notes will be deemed to be subordinated in all material respects to each Series of Group I
Notes) and effect any amendments to the Group I Supplement reasonably necessary to effect such
issuance without the consent of any Group I Noteholder (other than the Required Series Noteholders of
each such previously issued Subordinated Series of Group I Notes), but such issuance and/or amendments
will be subject to the satisfaction of the Rating Agency Condition with respect to each Series of Group I
Notes Outstanding. Notwithstanding the foregoing description in this paragraph (but subject, in each
case, to satisfaction of the Rating Agency Condition with respect to each Series of Group I Notes
Outstanding):
 any modification of the provisions relating to amendments requiring consent of the Group I
Noteholders or any requirement under the Group I Supplement that any particular action be
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taken by Group I Noteholders holding the relevant percentage in Principal Amount of the
Group I Notes will require the consent of each Group I Noteholder materially adversely
affected thereby; and
 any amendment, waiver or other modification to the Group I Supplement or any Group I
Series Supplement that would (A) extend the due date for, or reduce the interest rate or
principal amount of any Group I Note, or the amount of any scheduled repayment or
prepayment of interest on any Group I Note (or reduce the principal amount of or rate of
interest on any Group I Note) will require the consent of each holder of such Group I Note
materially adversely affected thereby; (B) affect adversely in any material respect the
interests, rights or obligations of any Group I Noteholder individually in comparison to any
other Group I Noteholder will require the consent of such Group I Noteholder; or (C) amend
or otherwise modify any Amortization Event will require the consent of each Group I
Noteholder to which such Amortization Event applies that would be materially adversely
affected thereby.
Termination
The Group I Supplement, and any grants, pledges and assignments thereunder, will terminate
when (a) all Group I Note Obligations have been fully paid and satisfied, (b) the obligations of each
Group I Series Enhancement Provider under any Group I Series Enhancement, Group I Related
Documents and each Group I Series Supplement have terminated, and (c) any Group I Series
Enhancement has terminated.
Group I Leasing Company Notes: The HVF Series 2013-G1 Note
entirety by reference to, all the provisions of the HVF Series 2013-G1 Supplement and the HVF Base
Indenture. Electronic copies of the HVF Base Indenture and the HVF Series 2013-G1 Supplement are
Generally
The “Group I Leasing Company Notes” include the HVF Series 2013-G1 Note and any
Additional Group I Leasing Company Note. An “Additional Group I Leasing Company Note” is a
variable funding rental car asset backed note or other indebtedness owing from an Additional Group I
Leasing Company to the Issuer and issued or incurred pursuant to an Additional Group I Leasing
Company Indenture. An “Additional Group I Leasing Company” is a special purpose Affiliate of Hertz
(other than HVF) that is engaged in the business of acquiring, financing, refinancing and/or leasing
vehicles and which Affiliate is designated as such by the Issuer in accordance with the covenants of the
Group I Supplement as described above under “– The Group I Supplement – Covenants”. An “Additional
Group I Leasing Company Indenture” is an indenture, base indenture and supplement, credit agreement
or other documented financing arrangement entered into by an Additional Group I Leasing Company,
pursuant to which such Additional Group I Leasing Company can issue or incur indebtedness that is
secured by such Additional Group I Leasing Company’s rights under an “Additional Group I Lease”,
which is a master motor vehicle lease and servicing agreement among an Additional Group I Leasing
Company and Hertz, as servicer and lessee thereunder (and/or one or more Affiliates of Hertz provided
such Affiliate’s obligations as lessee and/or servicer, as applicable, are guaranteed by Hertz).
The terms of any Additional Group I Lease, Additional Group I Leasing Company Indenture,
Additional Group I Leasing Company Note, the organizational documents for any Additional Group I
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Leasing Company and the documents related to each of the foregoing, including without limitation, terms
relating to amortization events, liquidation events, remedies and amendments, will be substantively
similar to the corresponding terms of the HVF Series 2013-G1 Lease, HVF Series 2013-G1 Supplement,
HVF Series 2013-G1 Note, the HVF LLC Agreement and the documents related to each of the foregoing,
except that certain terms of any Additional Group I Lease, Additional Group I Leasing Company
Indenture, Additional Group I Leasing Company Note, the organizational documents for any Additional
Group I Leasing Company and the documents related to each of the foregoing may be different from the
corresponding terms of the HVF Series 2013-G1 Lease, HVF Series 2013-G1 Supplement, HVF Series
2013-G1 Note, the HVF LLC Agreement and the documents related to each of the foregoing so long as
such differences are not materially adverse to the Series 2015-3 Noteholders (as evidenced by an Officer's
Certificate). See “The Series 2015-3 Notes – Additional Group I Leasing Company Notes”.
Each Group I Leasing Company Note will be issued pursuant to and governed by the Group I
Leasing Company Related Documents with respect to such Group I Leasing Company Note.
On the Series 2015-3 Closing Date, HVF will be the sole Group I Leasing Company and the HVF
Series 2013-G1 Note will be the sole Group I Leasing Company Note.
The Issuer may approve amendments, modifications and waivers with respect to the Group I
Leasing Company Related Documents (including, for the avoidance of doubt, the HVF Series 2013-G1
Supplement and the HVF Series 2013-G1 Lease, among others) with the consent of Group I Noteholders
holding in excess of 50% of the aggregate Principal Amount of all Series of Group I Notes materially and
adversely affected thereby (voting as a single class) or, in the case of an action that materially and
adversely affects all Group I Notes, the consent of the Requisite Group I Investors. See “Risk Factors –
Risks Related to Noteholder Control Rights – The noteholders will have limited control rights, which
rights may change over time and different noteholders’ rights and interests may differ from those of other
noteholders.”
HVF Series 2013-G1 Note – Generally
The HVF Series 2013-G1 Note was issued pursuant to the HVF Series 2013-G1 Supplement,
dated as of November 25, 2013, to the Fourth Amended and Restated Base Indenture, dated as of
November 25, 2013, each between HVF and HVF Trustee, as trustee and securities intermediary. The
HVF Series 2013-G1 Supplement was amended and restated on October 31, 2014.
Collateral
For a description of the collateral granted in respect of the HVF Series 2013-G1 Note, see
“Collateral Pool”.
With respect to each HVF Series 2013-G1 Eligible Vehicle, on the Disposition Date with respect
to such HVF Series 2013-G1 Eligible Vehicle, any Lien of the HVF Trustee or the Collateral Agent on
such HVF Series 2013-G1 Eligible Vehicle will automatically be deemed to be released.
HVF Series 2013-G1 Note – Representations and Warranties
In connection with the issuance of the HVF Series 2013-G1 Note, HVF made, among others,
representations and warranties regarding (subject to various materiality qualifications):
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 enforceability of the HVF Series 2013-G1 Related Documents;
 no required consents or approvals the absence of which would cause a material adverse
effect;
 compliance with tax payment and filing obligations to the extent that a failure to comply
would cause a material adverse effect and absence of ERISA obligations;
 accuracy of information furnished to the HVF Trustee;
 no purchase or carry of “margin stock”;
 solvency;
 ownership of HVF;
 no subsidiaries (other than the Nominee);
 creation, perfection and priority of a valid and continuing lien on the HVF Series 2013-G1
Indenture Collateral in favor of the HVF Trustee on behalf of the Issuer, as HVF Series
2013-G1 Noteholder;
 creation, perfection and priority of a valid and continuing lien on the Series 2013-G1 HVF
Segregated Vehicle Collateral in favor of the Collateral Agent;
 full force and effect of the HVF Series 2013-G1 Collateral Agreements relating to the HVF
Series 2013-G1 Note;
 no continuing HVF Series 2013-G1 Amortization Event or HVF Series 2013-G1 Potential
Amortization Event;
 no unpermitted contracts, agreements, obligations, liabilities or activities;

Contractual Obligations that would cause a material adverse effect; and
 material accuracy of HVF’s representations and warranties in each HVF Series 2013-G1
Related Document (other than any representations or warranties set forth in the HVF Base
Indenture and other than any representations or warranties relating solely to one or more
series of notes issued by HVF other than the HVF Series 2013-G1 Note) to which it is a
party.
HVF Series 2013-G1 Note – Covenants
HVF has agreed to the following covenants, among others, in the HVF Series 2013-G1
Supplement:
 HVF will comply in all respects with all requirements of law with respect to HVF, except
where the necessity of compliance therewith is contested in good faith by appropriate
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proceedings or where such noncompliance is not reasonably likely to result in a material
adverse effect and will not result in a lien (other than an HVF Permitted Lien) on any of the
HVF Series 2013-G1 Collateral.
 HVF will not create, incur, assume or permit to exist any lien upon any of its property other
than (i) liens in favor of the HVF Trustee for the benefit of the holders of notes issued by
HVF pursuant to the HVF Base Indenture and (ii) other HVF Permitted Liens. HVF will not
create, incur, assume or permit to exist any lien upon any of the HVF Series 2013-G1
Collateral, other than (i) liens in favor of the HVF Trustee for the benefit of the Issuer, as
HVF Series 2013-G1 Noteholder, and (ii) other HVF Series 2013-G1 Permitted Liens.
 HVF will not create, assume, incur, suffer to exist or otherwise become or remain liable in
respect of any Indebtedness other than (i) Indebtedness under the HVF Base Indenture, any
HVF Series Supplement, any HVF Series 2013-G1 Related Document or any HVF Related
Document and (ii) Indebtedness under the HVF Credit Facility.
 HVF will not establish or maintain or contribute to any Plan that is covered by Title IV of
ERISA.
 HVF will not be a party to any merger or consolidation, other than a merger or consolidation
of HVF into or with another Person if:
(a) the Person formed by such consolidation or into or with which HVF is merged is a Person
organized and existing under the laws of the United States of America or any state or the District
of Columbia, and if HVF is not the surviving entity, expressly assumes, by an indenture
supplemental to the HVF Series 2013-G1 Supplement executed and delivered to the HVF
Trustee, the performance of every covenant and obligation of HVF under the HVF Series 2013-
G1 Supplement and under all other HVF Series 2013-G1 Related Documents to which HVF is a
party;
(b) HVF has delivered to the HVF Trustee an officer’s certificate and an opinion of counsel,
each stating that such consolidation or merger and such supplemental agreement comply with
these covenants regarding consolidation or merger;
(c) the Rating Agency Condition with respect to each Series of Group I Notes outstanding
has been satisfied with respect to such merger or consolidation; and
(d) HVF has delivered to the HVF Trustee an opinion of counsel stating that HVF or the
Person formed by such consolidation or merger would not be substantively consolidated with any
immediate and direct parent of such Person as a result of an Event of Bankruptcy with respect to
any such parent.
 HVF will not sell, lease, transfer, liquidate or otherwise dispose of any of its property except
as contemplated by the HVF Series 2013-G1 Related Documents or any other HVF Related
Document.
 HVF will not sell any HVF Series 2013-G1 Eligible Vehicle to any Affiliate of HVF on any
date for less than the Net Book Value of such HVF Series 2013-G1 Eligible Vehicle as of
such date.
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 HVF will not acquire, by long-term or operating lease or otherwise, any property except in
accordance with the terms of the HVF Series 2013-G1 Related Documents or any other HVF
Related Document.
 HVF will not purchase any vehicle from HGI pursuant to the Master Purchase and Sale
Agreement for a purchase price other than:
(i) if such vehicle was most recently acquired by HGI or an Affiliate thereof from an
unaffiliated third party on or after the thirty-sixth calendar day preceding the date of such
purchase, then an amount equal to the cash purchase price paid for such vehicle by HGI at the
time of such recent acquisition;
(ii) if such vehicle (other than any vehicle included in clause (iii) below) was most recently
acquired by HGI or an Affiliate thereof from an unaffiliated third party prior to the thirty-
sixth calendar day preceding the date of such purchase, then an amount equal to the Series
2015-3 Market Value of such vehicle as of the date of the purchase order with respect to such
vehicle; and
(iii) if such vehicle (A) was most recently acquired by HGI or an Affiliate thereof from an
unaffiliated third party prior to the thirty-sixth calendar day preceding the date of such
purchase and (B) would be an HVF Series 2013-G1 Program Vehicle immediately after
giving effect to such purchase, then an amount equal to the Capitalized Cost of such vehicle
as of the date of the purchase order with respect to such vehicle, assuming such vehicle were
an HVF Series 2013-G1 Program Vehicle on the date of such purchase.
 HVF will not declare or pay any distributions on any of its limited liability company
interests. However, for so long as no HVF Series 2013-G1 Amortization Event, HVF Series
2013-G1 Potential Amortization Event or Group I Liquidation Event has occurred and is
continuing or would result therefrom, HVF may declare and pay distributions to the extent
permitted under Section 18-607 of the Delaware Limited Liability Company Act.
 HVF will not pay any wages or salaries or other compensation to its officers, directors,
employees or others except out of earnings computed in accordance with GAAP.
 HVF will not make, incur, or suffer to exist any loan, advance, extension of credit or other
investment in any Person other than in accordance with the HVF Series 2013-G1 Related
Documents or any other HVF Related Documents and, in addition, without limiting the
generality of the foregoing, HVF will not direct the investment of funds in the HVF Series
2013-G1 Collection Account or any Series 2013-G1 HVF Segregated Exchange Account in
a manner that would have the effect of causing HVF to be an “investment company” within
the meaning of the Investment Company Act.
 HVF will not enter into or be a party to any agreement or instrument other than any HVF
Related Document (including, for the avoidance of doubt, any HVF Series 2013-G1 Related
Document), any documents related to any credit enhancement relating to notes issued by
HVF, any document to effect a merger or consolidation effected in accordance with the
covenants described above with respect to mergers or consolidations relating to HVF, or any
documents and agreements incidental or related to any of the foregoing.
 HVF will not engage in any business or enterprise or enter into any transaction other than the
acquisition, financing, leasing and disposition of the vehicles owned and leased by HVF, the
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related exercise of its rights related thereto, the borrowing of funds under the HVF Credit
Facility, the incurrence and payment of ordinary course operating expenses, the issuing and
selling of the notes issued by HVF pursuant to the HVF Base Indenture and other activities
related to or incidental to any of the foregoing.
 HVF will comply with all of the covenants relating to the maintenance of its separate
existence as set forth in the HVF Base Indenture, except that all references therein to
“Related Documents” will be deemed to refer to the “Series 2013-G1 Related Documents
and any other Related Documents”, which covenants are substantially similar to the
separateness covenants of the Issuer described above under “– Base Indenture – Covenants”.
 HVF will obtain and maintain, or cause to be obtained and maintained, with respect to the
HVF Series 2013-G1 Eligible Vehicles (i) comprehensive public liability and property
damage protection in respect of the possession, condition, maintenance, operation and use of
the HVF Series 2013-G1 Eligible Vehicles, in the amount required to meet the minimum
financial responsibility requirements mandated by applicable state law for each occurrence
and (ii) catastrophic physical damage insurance, in an amount not less than $50,000,000,
which requirements may be satisfied by self-insurance of the lessee(s) of such vehicles if in
accordance with applicable law.
 HVF will cause the Servicer under the HVF Series 2013-G1 Lease to comply with respect to
all of HVF’s obligations under the HVF Series 2013-G1 Manufacturer Programs and will not
take or permit the Servicer to take any actions that would invalidate such HVF Series 2013-
G1 Manufacturer Programs with respect to any HVF Series 2013-G1 Program Vehicle.
 Except as permitted in the following paragraph, HVF will not take any action that would
permit Hertz, Hertz Vehicles LLC, HGI, the Intermediary, the Escrow Agent or any other
Person to have the right to refuse to perform any of its respective obligations under any of
the HVF Series 2013-G1 Collateral Agreements (other than the HVF Series 2013-G1
Manufacturer Programs) or any other instrument or agreement included in the HVF Series
2013-G1 Collateral or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any HVF Series 2013-
G1 Collateral Agreement (other than any HVF Series 2013-G1 Manufacturer Program) or
any such instrument or agreement, in each case solely to the extent relating to or otherwise
affecting the HVF Series 2013-G1 Collateral or the HVF Series 2013-G1 Note Obligations.
 Following the HVF Trustee’s initiating the exercise of remedies as a result of an HVF Series
2013-G1 Amortization Event or a Group I Liquidation Event, HVF agrees that it will not,
without the prior written consent of the Issuer, as HVF Series 2013-G1 Noteholder, and the
Trustee acting at the written direction of the Requisite Group I Investors, exercise any right,
remedy, power or privilege available to it with respect to any obligor under an HVF Series
2013-G1 Collateral Agreement (other than an HVF Series 2013-G1 Manufacturer Program)
or under any instrument or agreement included in the HVF Series 2013-G1 Indenture
Collateral (other than, for the avoidance of doubt, any HVF Series 2013-G1 Manufacturer
Program), take any action to compel or secure performance or observance by any such
obligor of its obligations to HVF or give any consent, request, notice, direction, approval,
extension or waiver with respect to any such obligor. Subject to the amendment provisions
of the HVF Series 2013-G1 Supplement (as described below), HVF agrees that it will not,
without the prior written consent of the Issuer, as HVF Series 2013-G1 Noteholder, and the
Trustee, acting at the written direction of the Requisite Group I Investors, amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment, modification,
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supplement, termination, waiver or surrender of, the terms of any of the HVF Series 2013-
G1 Related Documents (other than, for the avoidance of doubt, any HVF Series 2013-G1
Manufacturer Program) or consent to the assignment of any of the HVF Series 2013-G1
Related Documents (other than, for the avoidance of doubt, any HVF Series 2013-G1
Manufacturer Program) by any other party thereto (collectively, the “HVF Series 2013-G1
Related Document Actions”), but, with respect to any HVF Series 2013-G1 Related
Document Action that does not adversely affect in any material respect one or more Series of
Group I Notes, as evidenced by an Officer’s Certificate of HVF, each such Series of Group I
Notes will be deemed not Outstanding for purposes of the foregoing consent (and the
calculation of the Requisite Group I Investors (including the Aggregate Group I Principal
Amount) will be modified accordingly). However, if any such HVF Series 2013-G1 Related
Document Action does not materially adversely affect any Series of Group I Notes, as
evidenced by an officer’s certificate of HVF, HVF is entitled to effect such HVF Series
2013-G1 Related Document Action without the prior written consent of the Issuer, as HVF
Series 2013-G1 Noteholder, or the Trustee. Notwithstanding the foregoing, HVF may
terminate the Master Exchange Agreement and the Escrow Agreement pursuant to their
respective terms at any time.
 HVF will comply with the HVF Market Value Procedures in all material respects.
In addition, HVF makes certain covenants regarding the defense, maintenance and perfection of
the HVF Trustee’s security interest in the HVF Series 2013-G1 Indenture Collateral and the Collateral
Agent’s security interest in the Series 2013-G1 HVF Segregated Liened Vehicle Collateral.
Collection Account and Exchange Account
HVF has established and is required to maintain the HVF Series 2013-G1 Collection Account and
the Series 2013-G1 HVF Segregated Exchange Account. The HVF Series 2013-G1 Collection Account is
used to receive amounts due in connection with the disposition of HVF Series 2013-G1 Lease Vehicles
(either paid directly from third parties or transferred from a Collateral Account) and amounts payable
under the HVF Series 2013-G1 Lease. The Series 2013-G1 HVF Segregated Exchange Account is used
to hold the portion of the proceeds from the disposition of HVF Series 2013-G1 Lease Vehicles relating
to Relinquished Property that are not required to be applied to reduce the HVF Series 2013-G1 Note.
The HVF Series 2013-G1 Collection Account is in the name of, and under the control of, the
HVF Trustee for the benefit of the Issuer, as HVF Series 2013-G1 Noteholder, and is required to be either
a segregated identifiable trust account established in the trust department of a Qualified Trust Institution
or a separately identifiable deposit or securities account established with a Qualified Institution.
The Series 2013-G1 HVF Segregated Exchange Account is in the name of the HVF Trustee or,
prior to the termination of the Master Exchange Agreement, the joint name of the HVF Trustee and the
Intermediary. The Series 2013-G1 HVF Segregated Exchange Account is required to be either a
segregated identifiable trust account established in the trust department of a Qualified Trust Institution or
a separately identifiable deposit or securities account established with a Qualified Institution.
HVF Series 2013-G1 Note – Priority of Payments
For a description of the priority of payments in respect of the HVF Series 2013-G1 Note, see
“Allocations and Applications of Collections and Priorities of Payments – Priority of Payments under the
HVF Series 2013-G1 Supplement”.
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HVF Series 2013-G1 Note – Amortization Events
If any one of the following events occurs:
(a) HVF defaults in the payment of (i) any interest on the HVF Series 2013-G1 Note when
the same becomes due and payable and such default continues for at least five (5) consecutive
Business Days or (ii) any other amount payable in respect of the HVF Series 2013-G1 Note (other
than the payments described in clause (b) below) when the same becomes due and payable and
such default continues for at least ten (10) consecutive Business Days;
(b) all principal of and interest on the HVF Series 2013-G1 Note is not paid in full on or
before the HVF Series 2013-G1 Commitment Termination Date;
(c) the HVF Series 2013-G1 Lease is terminated for any reason (other than, for the
avoidance of doubt, with respect to a termination as to a resigning lessee as a result of such
resigning lessee’s delivery of a lessee resignation notice in accordance with the terms of the HVF
Series 2013-G1 Lease);
(d) either (i) the occurrence of an Event of Bankruptcy with respect to the Nominee, HGI,
HVF or Hertz or (ii) the occurrence of an Event of Bankruptcy with respect to RCFC on any date
during the RCFC Nominee Applicability Period and, if such date during the RCFC Nominee
Applicability Period occurs on or after the RCFC Nominee Qualification Date, the HVF Series
2013-G1 Aggregate Asset Amount as of such date (excluding therefrom the Net Book Value of
all HVF Series 2013-G1 Eligible Vehicles the certificates of title for which are then titled in the
name of RCFC) is less than the HVF Series 2013-G1 Asset Coverage Threshold Amount as of
such date;
(e) the HVF Series 2013-G1 Aggregate Asset Amount is less than the HVF Series 2013-G1
Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days;
(f) either:
(i) the Securities and Exchange Commission or other regulatory body having jurisdiction
reaches a final determination that the Nominee, HGI or HVF is an “investment company”
or is under the “control” of an “investment company” under the Investment Company Act
or
(ii) on any date during the RCFC Nominee Applicability Period, the Securities and
Exchange Commission or other regulatory body having jurisdiction reaches a final
determination that RCFC is an “investment company” or is under the “control” of an
“investment company” under the Investment Company Act and, if such date during the
RCFC Nominee Applicability Period occurs on or after the RCFC Nominee Qualification
Date, the HVF Series 2013-G1 Aggregate Asset Amount as of such date (excluding
therefrom the Net Book Value of all HVF Series 2013-G1 Eligible Vehicles the
certificates of title for which are then titled in the name of RCFC) is less than the HVF
Series 2013-G1 Asset Coverage Threshold Amount as of such date;
(g) any HVF Series 2013-G1 Lease Payment Default occurs and is continuing;
(h) the HVF Series 2013-G1 Collection Account, any Collateral Account containing amounts
relating to HVF Series 2013-G1 Eligible Vehicles or any Series 2013-G1 HVF Segregated
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Exchange 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 HVF Series 2013-G1 Permitted Lien) and thirty (30)
consecutive days elapse without such lien having been released or discharged;
(i) other than as a result of an HVF Series 2013-G1 Permitted Lien, either (i) the HVF
Trustee for any reason ceases to have a valid and perfected first priority security interest in the
HVF Series 2013-G1 Indenture Collateral or (ii) the Collateral Agent for any reason ceases to
have a valid and perfected first priority security interest in the Series 2013-G1 HVF Segregated
Liened Vehicle Collateral (other than in an immaterial portion of the Series 2013-G1 HVF
Segregated Liened Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii),
any of any lessee under the HVF Series 2013-G1 Lease, HVF or any Affiliate of either so asserts
in writing;
(j) any HVF Series 2013-G1 Operating Lease Event of Default under the HVF Series 2013-
G1 Lease (other than an HVF Series 2013-G1 Lease Payment Default) occurs and is continuing;
(k) a Servicer Default under the HVF Series 2013-G1 Lease or an HVF Series 2013-G1
Administrator Default occurs and is continuing;
(l) HVF fails to comply with any of its other agreements or covenants (other than any
agreements or covenants as set forth in the covenant section of the HVF Base Indenture or
relating solely to one or more HVF Segregated Series of Notes and/or HVF Series of Notes) in
any HVF Segregated Series 2013-G1 Document and the failure to so comply materially and
adversely affects the interests of the Issuer, as HVF Series 2013-G1 Noteholder, and continues to
materially and adversely affect the interests of the Issuer, as HVF Series 2013-G1 Noteholder, for
at least thirty (30) consecutive days after the earlier of (i) the date on which an authorized officer
of HVF obtains actual knowledge thereof or (ii) the date on which written notice of such failure,
requiring the same to be remedied, is given to an authorized officer of HVF by the HVF Trustee
or to an authorized officer of HVF and the HVF Trustee by the HVF Series 2013-G1
Administrator;
(m) any representation (other than any representation set forth in the HVF Base Indenture and
other than any representation relating solely to one or more HVF Segregated Series of Notes
and/or HVF Series of Notes) made by HVF in the HVF Series 2013-G1 Supplement or any other
HVF Series 2013-G1 Related Document is false and such false representation materially and
adversely affects the interests of the Issuer, as HVF Series 2013-G1 Noteholder, and the event or
condition that caused such representation to have been false continues for at least thirty (30)
consecutive days after the earlier of (i) the date on which an authorized officer of HVF obtains
knowledge thereof or (ii) the date that written notice thereof is given to an authorized officer of
HVF by the HVF Trustee or to an authorized officer of HVF and the HVF Trustee by the HVF
Series 2013-G1 Administrator;
(n) any of:
(i) there is filed against Hertz, the Nominee, HGI or HVF (1) a notice of a federal tax lien
from the Internal Revenue Service, (2) a notice of a lien from the Pension Benefit
Guaranty Corporation under the Code or Section 302(f) of ERISA (which Section has
been superseded by Section 303(k) of ERISA) for a failure to make a required installment
or other payment to a Plan to which either of such sections applies or (3) a notice of any
other lien (other than an HVF Permitted Lien) that would reasonably be expected to
attach to the assets of the Nominee or HVF or any Series 2013-G1 HVF Segregated
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Exchange Account and thirty (30) consecutive days elapse without such notice having
been effectively withdrawn or such lien having been released or discharged,
(ii) on any date during the RCFC Nominee Non-Qualified Period, there is filed against
RCFC (1) a notice of a federal tax lien from the Internal Revenue Service, (2) a notice of
a lien from the Pension Benefit Guaranty Corporation under the Code or Section 302(f)
of ERISA (which Section has been superseded by Section 303(k) of ERISA) for a failure
to make a required installment or other payment to a Plan to which either of such sections
applies or (3) a notice of any other lien (other than an HVF Permitted Lien) that would
reasonably be expected to attach to the assets of RCFC and thirty (30) consecutive days
elapse without such notice having been effectively withdrawn or such lien having been
released or discharged, or
(iii) on any date occurring on or after the RCFC Nominee Qualification Date, there is
filed against RCFC (1) a notice of a federal tax lien from the Internal Revenue Service,
(2) a notice of a lien from the Pension Benefit Guaranty Corporation under the Code or
Section 302(f) of ERISA (which Section has been superseded by Section 303(k) of
ERISA) for a failure to make a required installment or other payment to a Plan to which
either of such sections applies or (3) a notice of any other lien (other than an HVF
Permitted Lien) that would reasonably be expected to attach to the assets of RCFC and
thirty (30) consecutive days elapse without such notice having been effectively
withdrawn or such lien having been released or discharged, and on such date on or after
the RCFC Nominee Qualification Date, the HVF Series 2013-G1 Aggregate Asset
Amount as of such date (excluding therefrom the Net Book Value of all HVF Series
2013-G1 Eligible Vehicles the certificates of title for which are then titled in the name of
RCFC) is less than the HVF Series 2013-G1 Asset Coverage Threshold Amount as of
such date; or
(o) any of:
(i) any of the HVF Series 2013-G1 Related Documents (other than the RCFC Nominee
Agreement) or any material portion thereof relating to any of the HVF Series 2013-G1
Note or the HVF Series 2013-G1 Collateral ceases, for any reason, to be in full force and
effect (other than in accordance with its terms or as otherwise expressly permitted in the
HVF Series 2013-G1 Related Documents), or Hertz, the Nominee, HGI or HVF so
asserts in writing and such written assertion is not rescinded within thirty (30)
consecutive Business Days following the date of such written assertion, in each case,
other than any such cessation (1) resulting from the application of the Bankruptcy Code
(other than as a result of an Event of Bankruptcy with respect to any party to any such
agreement (other than HVF or Hertz in any capacity)) or (2) as a result of any waiver,
supplement, modification, amendment or other action not prohibited by the HVF Series
2013-G1 Related Documents or the HVF Related Documents,
(ii) on any date occurring during the RCFC Nominee Non-Qualified Period, the RCFC
Nominee Agreement or any material portion thereof relating to any of the HVF Series
2013-G1 Note or the HVF Series 2013-G1 Collateral ceases, for any reason, to be in full
force and effect (other than in accordance with its terms or as otherwise expressly
permitted in the HVF Series 2013-G1 Related Documents), or Hertz, HVF or RCFC so
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2013-G1 Related Documents or the HVF Related Documents, or
(iii) on any date occurring on or after the RCFC Nominee Qualification Date, both (I) the
RCFC Nominee Agreement or any material portion thereof relating to any of the HVF
Series 2013-G1 Note or the HVF Series 2013-G1 Collateral ceases, for any reason, to be
in full force and effect (other than in accordance with its terms or as otherwise expressly
permitted in the HVF Series 2013-G1 Related Documents), or Hertz, HVF or RCFC so
2013-G1 Related Documents or the HVF Related Documents and (II) the HVF Series
2013-G1 Aggregate Asset Amount as of such date (excluding therefrom the Net Book
Value of all HVF Series 2013-G1 Eligible Vehicles the certificates of title for which are
then titled in the name of RCFC) is less than the HVF Series 2013-G1 Asset Coverage
Threshold Amount as of such date,
Then:
 in the case of any event described in clauses (a) through (g) above, an “HVF Series 2013-G1
Amortization Event” will immediately occur without any notice or other action on the part of
the HVF Trustee or any other Person; and
 in the case of any event described in clauses (h) through (o) above, so long as such event is
continuing, either the HVF Trustee may, by written notice to HVF, or the Required Series
Noteholders with respect to any Series of Group I Notes may, by written notice to HVF and
the HVF Trustee, declare that an “HVF Series 2013-G1 Amortization Event” has occurred as
of the date of such notice.
For the avoidance of doubt, with respect to any HVF Series 2013-G1 Potential Amortization
Event, if the event or condition giving rise to such HVF Series 2013-G1 Potential Amortization
Event ceases to be continuing (through cure, waiver or otherwise), then such HVF Series 2013-
G1 Potential Amortization Event will cease to exist and will be deemed to have been cured for
every purpose of the Series 2015-3 Related Documents.
HVF Series 2013-G1 Note – Remedies – General
If any HVF Series 2013-G1 Amortization Event has occurred and is continuing, the HVF Trustee
may, and at the written direction of the Requisite Group I Investors, will, direct HVF and the Collateral
Agent to exercise (and HVF agrees to exercise) all rights, remedies, powers, privileges and claims, if any,
of HVF relating to the HVF Series 2013-G1 Collateral against any party to any HVF Series 2013-G1
Related Documents arising as a result of the occurrence of such HVF Series 2013-G1 Amortization
Event, including the right or power to take any action to compel performance or observance by any such
party of its obligations to HVF as such obligations relate to the HVF Series 2013-G1 Collateral.
However, if such HVF Series 2013-G1 Amortization Event results in an Amortization Event with respect
to less than all Series of Group I Notes Outstanding, then the HVF Trustee’s rights and remedies pursuant
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to the preceding sentence, to the extent not detrimental to the rights of the holders of the Series of Group I
Notes Outstanding with respect to which no Amortization Event has occurred, will be limited to rights
and remedies pertaining only to those Series of Group I Notes with respect to which an Amortization
Event has occurred and is continuing and the HVF Trustee will exercise such rights and remedies at the
written direction of the Group I Noteholders holding in excess of 50% of the aggregate Principal Amount
of all such Series of Group I Notes with respect to which an Amortization Event has occurred, to the
extent that such rights and remedies relate to HVF Series 2013-G1 Collateral or the HVF Series 2013-G1
Note Obligations.
HVF Series 2013-G1 Note – Remedies – Group I Liquidation Event
If a Group I Liquidation Event has occurred and is continuing with respect to a Series of Group I
Notes, then the HVF Trustee may, and, at the written direction of the Requisite Group I Investors (in the
case where such Group I Liquidation Event is with respect to all Series of Group I Notes) or at the written
direction of the Required Series Noteholders of any Series of Group I Notes with respect to which such
Group I Liquidation Event has occurred (in the case where such Group I Liquidation Event is with respect
to less than all Series of Group I Notes), will, promptly instruct the Collateral Agent to return or to cause
HVF or the applicable lessees under the HVF Series 2013-G1 Lease to return HVF Series 2013-G1
Program Vehicles to the related HVF Series 2013-G1 Manufacturers and to sell HVF Series 2013-G1
Non-Program Vehicles or cause HVF Series 2013-G1 Non-Program Vehicles to be sold to third parties in
an aggregate amount sufficient to pay the lesser of all interest on and principal of such Series of Group I
Notes experiencing a Group I Liquidation Event and the amount payable in respect of such Series of
Group I Notes after the occurrence of such Group I Liquidation Event as set forth in the Group I
Supplement, taking into account the availability of proceeds of all other vehicles being disposed of that
have been pledged to secure such Series of Group I Notes, and to the extent that any HVF Series 2013-G1
Manufacturer fails to accept any such HVF Series 2013-G1 Program Vehicles under the terms of the
applicable HVF Series 2013-G1 Manufacturer Program, to direct the Collateral Agent to liquidate or to
cause HVF or the applicable lessees to liquidate such HVF Series 2013-G1 Program Vehicles in
accordance with the rights of HVF under the HVF Series 2013-G1 Lease. However, the Collateral Agent,
the HVF Trustee and HVF may not select the HVF Series 2013-G1 Program Vehicles to be returned to
the related HVF Series 2013-G1 Manufacturers and the HVF Series 2013-G1 Non-Program Vehicles to
be sold to third parties in a manner that adversely affects in any material respect the interests of the
Noteholders of any Series of Group I Notes in comparison to the interests of the Noteholders of any other
Series of Group I Notes.
If and whenever a Group I Liquidation Event has occurred and is continuing, then the HVF
Trustee may, and, at the written direction of the Requisite Group I Investors (in the case where such
Group I Liquidation Event is with respect to all Series of Group I Notes) or at the written direction of the
Required Series Noteholders of any Series of Group I Notes with respect to which such Group I
than all Series of Group I Notes), will, direct HVF to terminate the power of attorney granted to the
Nominee-Servicer with respect to the HVF Series 2013-G1 Eligible Vehicles pursuant to the Nominee
Agreement and direct the Nominee to grant a power of attorney to or at the written direction of HVF or
The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, as the case may be, pursuant
to the Nominee Agreement. However, upon the cessation of such Group I Liquidation Event, such power
of attorney previously granted to the Nominee-Servicer may be restored by any means necessary
(including re-executing such power of attorney in favor of the Nominee-Servicer) to permit the Nominee-
Servicer to perform the functions performed by the Nominee-Servicer under the Nominee Agreement
prior to the occurrence of such Group I Liquidation Event.
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On any date during the RCFC Nominee Non-Qualified Period, if a Group I Liquidation Event has
occurred and is continuing, then the HVF Trustee may, and, at the written direction of the Requisite
Group I Investors (in the case where such Group I Liquidation Event is with respect to all Series of Group
I Notes) or at the written direction of the Required Series Noteholders of any Series of Group I Notes with
respect to which such Group I Liquidation Event has occurred (in the case where such Group I
Liquidation Event is with respect to less than all Series of Group I Notes), will, direct HVF to terminate
the power of attorney granted to the RCFC Nominee-Servicer pursuant to the RCFC Nominee Agreement
with respect to the HVF Series 2013-G1 Eligible Vehicles subject thereto and direct the RCFC Nominee
to grant a power of attorney to or at the written direction of HVF or such other party designated in
accordance with the RCFC Nominee Agreement, as the case may be, pursuant to the RCFC Nominee
Agreement. However, upon the cessation of such Group I Liquidation Event, such power of attorney
previously granted to the RCFC Nominee-Servicer may be restored by any means necessary (including
re-executing such power of attorney in favor of the RCFC Nominee-Servicer) to permit the RCFC
Nominee-Servicer to perform the functions performed by the RCFC Nominee-Servicer under the RCFC
Nominee Agreement prior to the occurrence of such Group I Liquidation Event.
On any date occurring on or after the RCFC Nominee Qualification Date, if a Group I
Liquidation Event has occurred and is continuing and the HVF Series 2013-G1 Aggregate Asset Amount
as of such date (excluding therefrom the Net Book Value of all HVF Series 2013-G1 Eligible Vehicles
the certificates of title for which are then titled in the name of RCFC) is less than the HVF Series 2013-
G1 Asset Coverage Threshold Amount as of such date, then the HVF Trustee may, and, at the written
direction of the Requisite Group I Investors (in the case where such Group I Liquidation Event is with
respect to all Series of Group I Notes) or at the written direction of the Required Series Noteholders of
any Series of Group I Notes with respect to which such Group I Liquidation Event has occurred (in the
case where such Group I Liquidation Event is with respect to less than all Series of Group I Notes), will,
direct HVF to terminate the power of attorney granted to the RCFC Nominee-Servicer pursuant to the
RCFC Nominee Agreement with respect to the HVF Series 2013-G1 Eligible Vehicles subject thereto and
direct the RCFC Nominee to grant a power of attorney to or at the written direction of HVF or such other
party designated in accordance with the RCFC Nominee Agreement, as the case may be, pursuant to the
RCFC Nominee Agreement. However, upon the cessation of such Group I Liquidation Event, such
power of attorney previously granted to the RCFC Nominee-Servicer may be restored by any means
necessary (including re-executing such power of attorney in favor of the RCFC Nominee-Servicer) to
permit the RCFC Nominee-Servicer to perform the functions performed by the RCFC Nominee-Servicer
under the RCFC Nominee Agreement prior to the occurrence of such Group I Liquidation Event.
HVF Series 2013-G1 Note – Remedies – Waivers, Control and Certain Limitations
An HVF Series 2013-G1 Amortization Event described in clauses (a) through (g), (l) (with
respect to (I) any agreement, covenant or provision in the HVF Base Indenture that requires the consent of
the Issuer, as HVF Series 2013-G1 Noteholder holding 100% of the HVF Series 2013-G1 Principal
Amount, or that otherwise prohibits HVF from taking any action without the consent of the Issuer, as
HVF Series 2013-G1 Noteholder holding 100% of the HVF Series 2013-G1 Principal Amount, or (II) any
agreement, covenant or provision in the HVF Series 2013-G1 Note, the HVF Series 2013-G1 Supplement
or any other HVF Series 2013-G1 Related Document the amendment or modification of which requires
the consent of each Group I Noteholder or that otherwise prohibits HVF from taking any action without
the consent of each Group I Noteholder), and any HVF Series 2013-G1 Potential Amortization Event
relating to any such HVF Series 2013-G1 Amortization Event, may be waived solely with the written
consent of each Group I Noteholder. Any other HVF Series 2013-G1 Amortization Event described in
clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the HVF
Base Indenture that requires the consent of the Issuer, as HVF Series 2013-G1 Noteholder holding 100%
of the HVF Series 2013-G1 Principal Amount, or that otherwise prohibits HVF from taking any action
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without the consent of the Issuer, as HVF Series 2013-G1 Noteholder holding 100% of the HVF Series
2013-G1 Principal Amount, or (II) any agreement, covenant or provision in the HVF Series 2013-G1
Note, the HVF Series 2013-G1 Supplement or any other HVF Series 2013-G1 Related Document the
amendment or modification of which requires the consent of each Group I Noteholder or that otherwise
prohibits HVF from taking any action without the consent of each Group I Noteholder), (m), (n) or (o)
above may be waived with the written consent of both the Issuer, as the HVF Series 2013-G1 Noteholder,
and the Requisite Group I Investors.
Any HVF Series 2013-G1 Amortization Event described in clauses (h) and (i) above is curable at
any time.
With respect to any proceeding for any remedy available to the HVF Trustee on behalf of the
Issuer, as HVF Series 2013-G1 Noteholder, or exercising any trust or power conferred on the HVF
Trustee relating to the HVF Series 2013-G1 Note Obligations or the HVF Series 2013-G1 Collateral, the
Requisite Group I Investors (in the case where such remedy is with respect to all Series of Group I Notes)
or the Required Series Noteholders of any Series of Group I Notes with respect to which such remedy will
benefit (in the case where such remedy is with respect to less than all Series of Group I Notes) direct the
time, method and place of conducting any proceeding for any remedy available to the HVF Trustee on
behalf of the Issuer, as HVF Series 2013-G1 Noteholder, or exercising any trust or power conferred on
the HVF Trustee relating to the HVF Series 2013-G1 Note Obligations or the HVF Series 2013-G1
Collateral.
The rights or remedies described under any of the “— HVF Series 2013-G1 Note – Remedies –”
subsections above may be exercised by the HVF Trustee or the Trustee only to the extent that (i) such
exercise would not be detrimental to the rights of the holders of notes issued by HVF under the HVF Base
Indenture other than the HVF Series 2013-G1 Note or (ii) such rights or remedies relate solely to the HVF
Series 2013-G1 Collateral or the HVF Series 2013-G1 Note Obligations.
The Issuer, as HVF Series 2013-G1 Noteholder, may pursue a remedy with respect to the HVF
Series 2013-G1 Note only if:
(a) the Issuer, as HVF Series 2013-G1 Noteholder, gives to the HVF Trustee written notice
of a continuing HVF Series 2013-G1 Amortization Event;
(b) the Issuer, as HVF Series 2013-G1 Noteholder, makes a written request to the HVF
Trustee to pursue the remedy;
(c) the Issuer, as HVF Series 2013-G1 Noteholder, offers and, if requested, provides to the
HVF Trustee indemnity satisfactory to the HVF Trustee against any loss, liability or expense;
(d) the HVF Trustee does not comply with the request within sixty (60) days after receipt of
the request and the offer and, if requested, the provision of indemnity; and
(e) during such sixty (60) day period, the Issuer, as HVF Series 2013-G1 Noteholder, does
not give the HVF Trustee a direction inconsistent with the request.
The Issuer, as HVF Series 2013-G1 Noteholder, may not use the HVF Series 2013-G1
Supplement or the HVF Base Indenture to prejudice the rights of another holder of a note issued pursuant
to the HVF Base Indenture or to obtain a preference or priority over another holder of a note issued
pursuant to the HVF Base Indenture (other than a preference or priority in respect of the HVF Series
2013-G1 Collateral).
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HVF Series 2013-G1 Note – Amendments
The provisions of the HVF Series 2013-G1 Supplement may be amended, modified or waived
from time to time in accordance with the terms of the HVF Base Indenture. However, if, pursuant to the
terms of the HVF Base Indenture or the HVF Series 2013-G1 Supplement, the consent of the HVF Series
2013-G1 Required Noteholders is required for an amendment or modification of the HVF Series 2013-G1
Supplement, such requirement will be satisfied if such amendment or modification is consented to by the
Issuer, as HVF Series 2013-G1 Noteholder, and the Requisite Group I Investors, provided that with
respect to any such amendment or modification that does not adversely affect in any material respect one
or more Series of Group I Notes, as evidenced by an Officer’s Certificate of the Issuer, each such Series
of Group I Notes will be deemed not Outstanding for purposes of the foregoing consent (and the
calculation of the Requisite Group I Investors (including the Aggregate Group I Principal Amount) will
be modified accordingly). However, the following are exceptions that modify the preceding consent
requirement. First, no consent of any Person will be required to amend, modify or supplement the
definition of “HVF Series 2013-G1 Maximum Principal Amount” to effect any increase or decrease with
respect thereto (other than any decrease that would immediately thereafter result in the Aggregate Group I
Leasing Company Note Principal Amount being lower than the Aggregate Group I Principal Amount).
Second, no consent of any Person will be required to amend, modify or supplement the definitions of
“Special Term”, “HVF Series 2013-G1 Commitment Termination Date” or “HVF Series 2013-G1
Advance Rate”. Notwithstanding the foregoing descriptions in this paragraph, any amendment or other
modification to the HVF Series 2013-G1 Supplement or any of the other HVF Series 2013-G1 Related
Documents that would amend or modify any provision relating to the amendment or modification of the
HVF Series 2013-G1 Supplement will require the prior written consent of each Group I Noteholder other
than any Group I Noteholder not adversely affected thereby, as evidenced by an Officer’s Certificate of
the Issuer.
Notwithstanding the preceding paragraph (but subject to any additional limitations in the HVF
Base Indenture):
 any change to the definition of the terms “Group I Aggregate Asset Amount Deficiency”,
“Group I Liquidation Event”, “Requisite Group I Investors”, “Principal Amount” or
“Required Series Noteholders” will require the consent of each Group I Noteholder other
than any Group I Noteholder not adversely affected thereby, as evidenced by an Officer’s
Certificate of the Issuer;
 any amendment, waiver or other modification that would amend or otherwise modify certain
provisions addressing the requirement to apply HVF Series 2013-G1 Principal Collections
on deposit in the HVF Series 2013-G1 Collection Account to pay principal of the HVF
Series 2013-G1 Note, the priority of payments for HVF Series 2013-G1 Interest Collections
and any HVF Series 2013-G1 Amortization Event will require the consent of each Group I
Noteholder other than any Group I Noteholder not adversely affected thereby, as evidenced
by an Officer’s Certificate of the Issuer;
 any amendment, waiver or other modification that would reduce the interest then payable or
the principal amount of the HVF Series 2013-G1 Note (other than any such reduction in
principal amount that would not immediately thereafter result in the Aggregate Group I
Leasing Company Note Principal Amount being lower than the Aggregate Group I Principal
Amount) will require the consent of each Group I Noteholder other than any Group I
Noteholder not adversely affected thereby, as evidenced by an Officer’s Certificate of the
Issuer; and
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 any amendment, waiver or other modification that would (a) approve the assignment or
transfer by HVF of any of its rights or obligations under any HVF Segregated Series 2013-
G1 Document to which it is a party, except pursuant to the express terms thereof, or (b)
release any obligor under any HVF Segregated Series 2013-G1 Document to which it is a
party, except pursuant to the express terms thereof, will require in each case the consent of
the Group I Required Noteholders.
See “Risk Factors – Risks Related to Noteholder Control Rights – The noteholders will have
limited control rights, which rights may change over time and different noteholders’ rights and interests
may differ from those of other noteholders.”
HVF Trustee Standards
If an HVF Series 2013-G1 Amortization Event has occurred and is continuing, the HVF Trustee
will exercise such of the rights and powers vested in it by the HVF Base Indenture and HVF Series 2013-
G1 Supplement, and use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. The preceding sentence will
not have the effect of insulating the HVF Trustee from liability arising out of the HVF Trustee’s
negligence or willful misconduct.
With respect to the HVF Series 2013-G1 Note, except during the occurrence and continuance of
an HVF Series 2013-G1 Amortization Event, the HVF Trustee undertakes to perform only those duties
that are specifically set forth in the HVF Base Indenture and the HVF Series 2013-G1 Supplement and no
others, and no implied covenants or obligations will be read into the HVF Base Indenture or the HVF
Series 2013-G1 Supplement against the HVF Trustee.
The HVF Trustee will be under no obligation to exercise any of the rights or powers vested in it
by the HVF Base Indenture or the HVF Series 2013-G1 Supplement, or to institute, conduct or defend
any litigation thereunder or in relation thereto, at the request, order or direction of any of the Issuer, as
HVF Series 2013-G1 Noteholder, pursuant to the provisions of the HVF Base Indenture or the HVF
Series 2013-G1 Supplement, unless the Issuer, as HVF Series 2013-G1 Noteholder, will have offered to
the HVF Trustee reasonable security or indemnity satisfactory to the HVF Trustee against the costs,
expenses and liabilities which may be incurred therein or thereby.
Satisfaction and Discharge
The HVF Series 2013-G1 Supplement will cease to be of further effect when (i) the Outstanding
HVF Series 2013-G1 Note theretofore authenticated and issued has been delivered to the HVF Trustee for
cancellation, and (ii) HVF has paid all sums payable thereunder. However, no discharge of the HVF
Series 2013-G1 Supplement by means of defeasance under the terms of the HVF Base Indenture will be
effective as to the HVF Series 2013-G1 Note without the consent of the Required Series Noteholders with
respect to each Series of Group I Notes.
Group I Leases: The HVF Series 2013-G1 Lease
by reference to, all the provisions of the HVF Series 2013-G1 Lease. An electronic copy of the HVF
Series 2013-G1 Lease is available to prospective investors upon request to the Trustee or the Issuer.
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Generally
As of the Series 2015-3 Closing Date, the HVF Series 2013-G1 Lease will be the only Group I
Lease, and as of such date, each Group I Eligible Vehicle was leased pursuant to the HVF Series 2013-G1
Lease.
Pursuant to the HVF Series 2013-G1 Lease, HVF leases to Hertz, DTG Operations and/or any
permitted affiliate thereof that executes a joinder to HVF Series 2013-G1 Lease, as lessees, HVF Series
2013-G1 Lease Vehicles identified in schedules furnished by such lessees to HVF.
The HVF Series 2013-G1 Lease provides that (i) each lessee thereunder and HVF, as the lessor
thereunder, intend that the HVF Series 2013-G1 Lease be a “true lease” for all purposes (except it will be
disregarded for tax purposes to the extent that HVF and one or more lessees thereunder are treated as the
same taxpayer under the Code or under applicable state tax laws), (ii) HVF is the owner of the HVF
Series 2013-G1 Lease Vehicles, (iii) legal title to the HVF Series 2013-G1 Lease Vehicles is held by
HVF, the Nominee pursuant to the Nominee Agreement or, on or after the RCFC Nominee Trigger Date,
RCFC pursuant to the RCFC Nominee Agreement, and (iv) in the event the HVF Series 2013-G1 Lease is
not characterized as a “true lease” in any proceeding (including any insolvency proceeding), each lessee
has granted to HVF a back-up security interest in all of such lessee’s right, title and interest under the
HVF Series 2013-G1 Lease Vehicles it leases thereunder and the proceeds thereof. For a description of
the consequences of HVF not being treated as the owner of the HVF Series 2013-G1 Lease Vehicles, see
“Risk Factors—Risks Relating to the Collateral Available to Noteholders – A bankruptcy court could
recharacterize the HVF Series 2013-G1 Lease as a loan and, in such circumstance, the HVF Series 2013-
G1 Lease Vehicles would constitute part of the bankruptcy estate of Hertz or one or more affiliates
thereof.”.
Hertz acts as Servicer under the HVF Series 2013-G1 Lease. See “Transaction Parties – The
Hertz Corporation – Servicer under the HVF Series 2013-G1 Lease”.
In addition to its capacity as a lessee and Servicer under the HVF Series 2013-G1 Lease, Hertz
has guaranteed in favor of HVF the timely payment and other performance obligations of each other
lessee under the HVF Series 2013-G1 Lease. For the avoidance of doubt, Hertz’s guarantee of the
lessees’ obligations under the HVF Series 2013-G1 Lease extends to Affiliates of Hertz who become
lessees thereunder in the future. Any Affiliate of Hertz may become a “Lessee” under the HVF Series
2013-G1 Lease upon delivering to HVF and the HVF Trustee (i) an executed joinder to the HVF Series
2013-G1 Lease in the agreed upon form attached to the HVF Series 2013-G1 Lease, (ii) certain
documentation in respect of its corporate existence, good standing and authority to execute such joinder,
(iii) an officer’s certificate and opinion of counsel confirming the satisfaction of the applicable conditions
precedent and the enforceability of such joinder, and (iv) an executed supplement to the Collateral
Agency Agreement by which such joining Affiliate has granted a back-up security interest in certain
collateral for the benefit of HVF and the HVF Trustee in the event that, notwithstanding the parties’ intent
to the contrary, the HVF Series 2013-G1 Lease is characterized as a financing arrangement by any court
of competent jurisdiction or as otherwise not constituting a true lease.
Vehicle Ordering and Acquisition
Subject to certain terms and descriptions generally described below, the HVF Series 2013-G1
Lease provides that HVF will lease to each lessee under the HVF Series 2013-G1 Lease those vehicles
identified on Lease Vehicle Acquisition Schedules and Intra-Lease Lessee Transfer Schedules produced
from time to time by or on behalf of such lessee in accordance with the HVF Series 2013-G1 Lease.
From time to time, each lessee under the HVF Series 2013-G1 Lease will deliver to HVF one or more
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schedules identifying the vehicles such lessee desires to lease from HVF under the HVF Series 2013-G1
Lease, which schedules will include the VIN, make, model, model year and requested lease
commencement date of each such vehicle. Each such delivery of any such schedule by any such lessee
will be deemed a representation and warranty by such lessee in favor of HVF that each condition
precedent to the leasing of such vehicle so identified has been or will have been satisfied as of the
delivery date of such vehicle. For any vehicle so requested by such a lessee and made available to such
lessee for lease by HVF, if within five (5) calendar days of such lessee’s receipt of such vehicle such
lessee notifies HVF (the date of such notice being the “Rejection Date” for such vehicle) that such
vehicle does not conform to the related Basic Lease Vehicle Information submitted by such lessee to HVF
in the related Lease Vehicle Acquisition Schedule, then HVF will lease that nonconforming vehicle to
another lessee under the HVF Series 2013-G1 Lease or to another lessee under another lease or will cause
the Servicer to dispose of such vehicle.
Net Lease
The HVF Series 2013-G1 Lease is structured as a net lease, and as such, each lessee thereunder is
responsible for all maintenance and repair costs for the vehicles leased by it thereunder, must maintain
insurance on the vehicles leased by it thereunder (which may be satisfied through self-insurance), is
responsible for the payment of all ordering and delivery expenses for the vehicles ordered by it thereunder
and must pay all registration fees, title fees, license fees, governmental taxes and fees, costs and expenses
relating to titling and liening and all traffic summonses, penalties, judgments and fines incurred with
respect to the vehicles leased by it thereunder. With respect to insurance, each lessee under the HVF
Series 2013-G1 Lease is required to maintain comprehensive public liability and property damage
protection in respect of the possession, condition, maintenance, operation and use of its leased vehicles in
the amount required to meet the minimum financial responsibility requirements mandated by applicable
state law for each occurrence, and catastrophic physical damage insurance, in an amount not less than
$50,000,000, which insurance requirements may be satisfied by self-insurance in accordance with all
applicable state law requirements. Catastrophic physical damage insurance will name the Collateral
Agent as loss payee as its interests may appear.
Vehicle Term and Conditions to Leasing
The agreement by HVF to commence leasing any vehicle to any lessee under the HVF Series
2013-G1 Lease is subject to the following conditions precedent as of such vehicle’s Vehicle Operating
Lease Commencement Date:
 no HVF Series 2013-G1 Operating Lease Event of Default has occurred and is continuing on
the Vehicle Operating Lease Commencement Date for such vehicle or would result from the
leasing of such vehicle under the HVF Series 2013-G1 Lease and no HVF Series 2013-G1
Potential Operating Lease Event of Default with respect to any event or condition specified
in clause 1, 5 or 8 under “— Events of Default” below has occurred and is continuing on the
Vehicle Operating Lease Commencement Date for such vehicle or would result from the
leasing of such vehicle under the HVF Series 2013-G1 Lease;
 HVF has sufficient available funds constituting HVF Series 2013-G1 Collateral under the
HVF Series 2013-G1 Supplement or otherwise to purchase such vehicle;
 the representations and warranties of the related lessee under the HVF Series 2013-G1 Lease
are true and correct in all material respects as of such date (unless they relate to an earlier
date, in which case they were true and correct as of such earlier date); and
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 such vehicle is an HVF Series 2013-G1 Eligible Vehicle.
Each HVF Series 2013-G1 Lease Vehicle’s term under the HVF Series 2013-G1 Lease will begin
on its Vehicle Operating Lease Commencement Date and end on its Vehicle Operating Lease Expiration
Date. The “Vehicle Operating Lease Commencement Date” for an HVF Series 2013-G1 Lease Vehicle
will be the date specified as such in its related Lease Vehicle Acquisition Schedule, but such date may not
be later than the date funds are expended by HVF to acquire such vehicle. The “Vehicle Operating Lease
Expiration Date” for an HVF Series 2013-G1 Lease Vehicle will be the earliest of:
 its Disposition Date;
 its Rejection Date, if applicable;
 its Inter-Lease Vehicle Reallocation Effective Date, if applicable; and
 its Maximum Lease Termination Date.
A lessee under the HVF Series 2013-G1 Lease may elect to cease leasing a particular vehicle
under the HVF Series 2013-G1 Lease and simultaneously commence leasing such vehicle from HVF
under a different lease. Any such election will be subject to, among others, the condition that the excess
of the Net Book Value of the related vehicle (calculated as of the later of the first day of the calendar
month in which such cessation and commencement is effected and its Vehicle Operating Lease
Commencement Date) over the Final Base Rent payment for such vehicle has been deposited in the HVF
Series 2013-G1 Collection Account. The date on which such conditions are first satisfied is known as the
“Inter-Lease Vehicle Reallocation Effective Date”.
No vehicle may remain subject to the HVF Series 2013-G1 Lease past its “Maximum Lease
Termination Date”, which is the earlier of (x) the last business day of the month that is forty-eight (48)
months after the month in which its Vehicle Operating Lease Commencement Date occurred and (y) the
last business day of the month that is seventy-two (72) months after December 31 of the calendar year
prior to the model year of such vehicle.
Vehicle Use
The lessees under the HVF Series 2013-G1 Lease, from offices in the United States, rent the
leased vehicles on a daily, weekly, or other short-term basis to rental customers pursuant to rental
contracts. In addition, such lessees may sublet such vehicles to:
(a) person(s), to be used in connection with such person(s)’ business, so long as, among
other things, the sublease to such person(s) satisfies specified criteria applicable to persons who
are not franchisees of Hertz or its affiliates and the aggregate Net Book Value of the vehicles
being so subleased at any time is less than 10% of the aggregate Net Book Value of all vehicles
then leased under the HVF Series 2013-G1 Lease;
(b) any franchisee of Hertz or its affiliates so long as, among other things, the sublease to
such franchisee satisfies specified criteria applicable to persons who are franchisees of Hertz or
its affiliates and the aggregate Net Book Value of the vehicles being so subleased together with
vehicles being subleased to non-franchisees (who are not affiliates of Hertz) at any time is less
than 25% of the aggregate Net Book Value of all vehicles then leased under the HVF Series
2013-G1 Lease; and
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(c) to any affiliate of any lessee under the HVF Series 2013-G1 Lease, so long as such
sublease is in writing and expressly subject and subordinate to the HVF Series 2013-G1 Lease
and such subleased vehicles are used in connection with such affiliate’s business.
Any vehicles sublet in accordance with such subleasing provisions will continue to be part of the
collateral securing the HVF Series 2013-G1 Note and, indirectly, securing the Series 2015-3 Notes.
Furthermore, in certain instances, Hertz’s and its affiliates’ employees may use the leased vehicles from
time to time in their personal or professional capacities.
Vehicle Purchases by Lessees, Dispositions, Redesignations and Payments
Each lessee under the HVF Series 2013-G1 Lease will have the option to purchase any vehicle
leased by it thereunder for the greater of such vehicle’s Net Book Value and such vehicle’s market value.
If a lessee under the HVF Series 2013-G1 Lease does not elect to purchase a vehicle leased by it
thereunder and is not otherwise obligated to pay HVF for such vehicle as a result of such vehicle
becoming ineligible or suffering a casualty (as further described below), then such lessee is obligated to
return such vehicle to or at the direction of Hertz, as Servicer, no later than the Maximum Lease
Termination Date for such vehicle. If such vehicle is a non-program vehicle, then Hertz, as Servicer, is
obligated to facilitate the disposition of such vehicle in accordance with the Lease Servicing Standard.
HVF Series 2013-G1 Lease Vehicles that are not program vehicles are generally sold at auction or
through other channels at market prices. If such vehicle is a program vehicle, then Hertz, as Servicer, is
obligated to return such vehicle to the nearest designated auction site for the related manufacturer
program.
Generally, if a vehicle owned by HVF and leased under the HVF Series 2013-G1 Lease ceases to
be an HVF Series 2013-G1 Eligible Vehicle or suffers a casualty, then the lessee thereof is obligated to
pay HVF the Net Book Value of such vehicle (for the avoidance of doubt, after taking into account the
related Final Base Rent payment). An “HVF Series 2013-G1 Eligible Vehicle” is a Group I Eligible
Vehicle that is owned by HVF and leased pursuant to the HVF Series 2013-G1 Lease, but, as an
additional requirement, if such Group I Eligible Vehicle was purchased by HVF pursuant to the Master
Purchase and Sale Agreement, then such vehicle must have been purchased from HGI.
Generally, on each Payment Date, each lessee under the HVF Series 2013-G1 Lease is obligated
to pay to HVF Monthly Base Rent, Monthly Variable Rent and Final Base Rent with respect to each
vehicle leased by such lessee. In addition, each lessee may from time to time be obligated to pay other
amounts to HVF in respect of redesignations (as further described below), depreciation estimates, true-
ups and termination payments. For a description of Net Book Value and Accumulated Depreciation and
the related components thereof, see “Borrowing Base and Advance Rates – Group I Aggregate Asset
Amount”.
In addition to the payment obligations of the lessees that comprise Accumulated Depreciation as
described in “Borrowing Base and Advance Rates – Group I Aggregate Asset Amount”, on each Payment
Date each lessee under the HVF Series 2013-G1 Lease will pay to HVF the Monthly Variable Rent with
respect to each HVF Series 2013-G1 Lease Vehicle leased by such lessee during the Related Month.
Generally, Monthly Variable Rent under the HVF Series 2013-G1 Lease will accrue at a rate that is sized
to cover (x) HVF’s carrying charges related to the HVF Series 2013-G1 Note for the related payment
period, (y) HVF’s allocable portion of the interest payments and carrying charges owed by the Issuer for
the related payment period, and (z) an incremental spread payable to HVF. See the definition of
“Monthly Variable Rent” in the Glossary.
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Under the terms of the HVF Series 2013-G1 Lease, program vehicles are automatically
redesignated as non-program vehicles if either an HVF Series 2013-G1 Manufacturer Event of Default
occurs with respect to the related manufacturer or if the related manufacturer is no longer obligated to
repurchase or guarantee such vehicles’ residual value in an amount equal to the initially scheduled
guaranteed amount. In addition, program vehicles leased thereunder may be redesignated as non-program
vehicles at the option of the lessee of such vehicle, so long as such redesignation would not result in a
Group I Aggregate Asset Amount Deficiency (unless such redesignation would decrease the amount of
such Group I Aggregate Asset Amount Deficiency). Any such vehicle may subsequently be redesignated
by the lessee thereof, so long as that redesignation would not result in an automatic redesignation to non-
program vehicle status immediately thereafter. Generally, in connection with any such redesignation
from program to non-program status, the lessee of such redesignated vehicle is obligated to pay HVF an
amount equal to the excess of such vehicle’s net book value over the market value of such vehicle, in each
case as of the date of such redesignation. Generally, in connection with any such redesignation from non-
program to program status, HVF is obligated to pay the lessee of such vehicle an amount equal to the
excess of the net book value of such vehicle (calculated as if such vehicle had never been redesignated as
a non-program vehicle) over the net book value of such vehicle, in each case as of the date of such
redesignation, but if such payment by HVF would result in a potential or actual amortization event with
respect to the HVF Series 2013-G1 Note or if HVF lacks sufficient available funds to make such
payment, then HVF’s payment obligation to such lessee will be limited accordingly and the payment
obligation for the remaining amount will be stayed until such time as HVF has sufficient funds and the
disbursement thereof would not result in such potential or actual amortization event.
On each Payment Date, with respect to any HVF Series 2013-G1 Lease Vehicle leased by a
lessee under the HVF Series 2013-G1 Lease that became a Reallocated Vehicle in such Related Month or
experienced its Disposition Date in such Related Month, the lessee of such vehicle will be obligated to
pay the amounts set forth in the left-hand column of the following table, if such amounts apply to the
related vehicle pursuant to the criteria set forth in the center-column of the table below, which amounts
are described in the right-hand column of the following table:
Program Vehicle applicable to an HVF Series an amount equal to the sum of the HVF
Special Default 2013-G1 Lease Vehicle that Series 2013-G1 Excess Damage Charges
Payment Amount was an HVF Series 2013-G1 and HVF Series 2013-G1 Excess Mileage
Program Vehicle on its Charges with respect to such HVF Series
Turnback Date and such 2013-G1 Lease Vehicle, if any
Turnback Date occurred
during the Related Month with
respect to such Payment Date
Non-Program Vehicle applicable to an HVF Series an amount equal to (i) the sum of all
Special Default 2013-G1 Lease Vehicle that Program Vehicle Special Default Payment
Payment Amount was an HVF Series 2013-G1 Amounts payable by the lessees under the
Non-Program Vehicle as of its HVF Series 2013-G1 Lease on such
Vehicle Operating Lease Payment Date and the eleven (11) Payment
Expiration Date, if (a) such Dates preceding such Payment Date divided
Vehicle Operating Lease by (ii) the number of HVF Series 2013-G1
Expiration Date occurred Program Vehicles that were turned back to
during the Related Month with Manufacturers or sold through auctions
respect to such Payment Date, conducted by or through Series 2013-G1
(b) such Vehicle Operating Manufacturers during the twelve (12)
Lease Expiration Date did not Related Months with respect to such twelve
occur due to a sale by HVF (12) Payment Dates
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pursuant to the HVF Series
2013-G1 Lease or the Master
Purchase and Sale Agreement,
and (c) such HVF Series 2013-
G1 Lease Vehicle did not
become a Casualty, an
Ineligible Vehicle or a
Reallocated Vehicle during
such Related Month
Early Program Return applicable to an HVF Series an amount equal to the excess, if any, of (i)
Payment Amount 2013-G1 Lease Vehicle that the Net Book Value of HVF Series 2013-G1
was an HVF Series 2013-G1 Lease Vehicle (as of its Turnback Date)
Program Vehicle as of its over (ii) the HVF Series 2013-G1
Turnback Date, where such Repurchase Price received or receivable
Turnback Date occurred both with respect to such HVF Series 2013-G1
during the Related Month with Lease Vehicle (or that would have been
respect to such Payment Date received but for a HVF Series 2013-G1
and prior to the Minimum Manufacturer Event of Default, as
Program Term End Date for applicable).
such HVF Series 2013-G1
Lease Vehicle
Under the HVF Series 2013-G1 Lease, Hertz, as lessee, and each other lessee under the HVF
Series 2013-G1 Lease is required to make, among others, representations and warranties as of each
Vehicle Operating Lease Commencement Date applicable to Hertz or such other lessee regarding the
following (subject to various materiality qualifications):
 enforceability of the HVF Series 2013-G1 Related Documents;
 no required consents or approvals;
 compliance with tax payment and filing obligations and absence of ERISA obligations;

Contractual Obligations that would cause a material adverse effect;
 material accuracy of information in each HVF Series 2013-G1 Supplemental Document

submitted by it to HVF;
 full force and effect of Indemnification Agreement; and
 each HVF Series 2013-G1 Lease Vehicle being, on the applicable Vehicle Operating Lease
Commencement Date, an HVF Series 2013-G1 Eligible Vehicle.
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Covenants
Each lessee under the HVF Series 2013-G1 Lease has agreed to the following covenants, among
others, in the HVF Series 2013-G1 Lease, each of which will remain in effect until the HVF Series 2013-
G1 Lease has expired or terminated and the obligations of each such lessee thereunder and under each
other HVF Series 2013-G1 Related Document are satisfied in full:
 Comply with the minimum funding standards under ERISA with respect to its Plans and use
its best efforts to comply in all material respects with all other applicable provisions of
ERISA and the regulations and interpretations promulgated thereunder.
 Not merge or consolidate with or into any other Person unless (i) the lessee is the surviving
entity of such merger or consolidation or (ii) the surviving entity of such merger or
consolidation expressly assumes such lessee’s obligations under the HVF Series 2013-G1
Lease.
Events of Default
Any of the following constitutes an “HVF Series 2013-G1 Operating Lease Event of Default”
under the HVF Series 2013-G1 Lease:
1. a default in the payment of any Base Rent or Monthly Variable Rent or other amount
payable by any lessee under the HVF Series 2013-G1 Lease continues for at least five (5)
consecutive business days;
2. any unauthorized assignment or transfer of the HVF Series 2013-G1 Lease by any lessee
thereunder;
3. the failure of any lessee under the HVF Series 2013-G1 Lease to observe or perform any
other covenant, condition, agreement or provision of the HVF Series 2013-G1 Lease that
has a Lease Material Adverse Effect, and such default continues for more than thirty (30)
consecutive days after the earlier of the date written notice thereof is delivered by HVF or
the HVF Trustee to such lessee or the date an Authorized Officer of such lessee obtains
actual knowledge thereof;
4. if (i) any representation or warranty made by any lessee under and in the HVF Series
2013-G1 Lease is inaccurate or incorrect or is breached or is false or misleading as of the
date of the making thereof or any schedule, certificate, financial statement, report, notice,
or other writing furnished by or on behalf of any such lessee to HVF or the HVF Trustee
(but solely to the extent such schedule, certificate, financial statement, report, notice, or
other writing was furnished by or on behalf of any such lessee under or in connection
with the HVF Series 2013-G1 Note) is false or misleading on the date as of which the
facts therein set forth are stated or certified, (ii) such inaccuracy, breach or falsehood has
a Lease Material Adverse Effect with respect to HVF, and (iii) the circumstance or
condition in respect of which such representation, warranty or writing was inaccurate,
incorrect, breached, false or misleading, as the case may be, has not been eliminated or
otherwise cured for thirty (30) consecutive days after the earlier of (x) the date of the
receipt of written notice thereof from HVF or the HVF Trustee to the applicable lessee
and (y) the date an Authorized Officer of the applicable lessee learns of such
circumstance or condition;
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5. any of (i) an Event of Bankruptcy occurs with respect to Hertz; (ii) an Event of
Bankruptcy (excluding clause (a) of the definition of Event of Bankruptcy) occurs with
respect to any lessee under the HVF Series 2013-G1 Lease and continues for at least ten
(10) consecutive Business Days; or (iii) an Event of Bankruptcy occurs (excluding
clauses (b) and (c) of the definition of Event of Bankruptcy) with respect to any lessee
under the HVF Series 2013-G1 Lease;
6. the HVF Series 2013-G1 Lease or any portion thereof ceases to be in full force and effect
(other than in accordance with its terms or as otherwise expressly permitted in the HVF
Series 2013-G1 Related Documents) or a proceeding is commenced by any lessee under
the HVF Series 2013-G1 Lease to establish the invalidity or unenforceability of the HVF
Series 2013-G1 Lease, in each case other than with respect to any lessee under the HVF
Series 2013-G1 Lease that at such time is not leasing any HVF Series 2013-G1 Lease
Vehicles thereunder;
7. a Servicer Default occurs; or
8. a Group I Liquidation Event occurs with respect to all Group I Notes.
Servicer Default
Any of the following events constitutes a “Servicer Default”:
 the failure of the Servicer to comply with or perform any provision of the HVF Series 2013-
G1 Lease or any other HVF Series 2013-G1 Related Document that has a Lease Material
Adverse Effect with respect to the Servicer, HVF or any lessee under the HVF Series 2013-
G1 Lease, and such default continues for more than thirty (30) consecutive days after the
earlier of the date written notice is delivered by HVF or the HVF Trustee to the Servicer or
the date an Authorized Officer of the Servicer obtains actual knowledge thereof;
 an Event of Bankruptcy occurs with respect to the Servicer;
 the failure of the Servicer to make any payment when due from it under the HVF Series
2013-G1 Lease or under any of the other HVF Series 2013-G1 Related Documents or to
deposit any HVF Series 2013-G1 Collections received by it into a Collateral Account when
required under the HVF Series 2013-G1 Related Documents and, in each case, such failure
continues for five (5) consecutive business days after the earlier of (a) the date written notice
is delivered by HVF or the HVF Trustee to the Servicer or (b) the date an Authorized Officer
of the Servicer obtains actual knowledge thereof, except to the extent that failure to remain
in such compliance would not reasonably be expected to result in a Lease Material Adverse
Effect with respect to HVF; or
 if (I) any representation or warranty made by the Servicer relating to the HVF Series 2013-
G1 Collateral in any HVF Series 2013-G1 Related Document is inaccurate or incorrect or is
breached or is false or misleading as of the date of the making thereof or any schedule,
certificate, financial statement, report, notice, or other writing relating to the HVF Series
2013-G1 Collateral furnished by or on behalf of the Servicer to HVF or the HVF Trustee
pursuant to any HVF Series 2013-G1 Related Document is false or misleading on the date as
of which the facts therein set forth are stated or certified, (II) such inaccuracy, breach or
falsehood has a Lease Material Adverse Effect with respect to HVF, and (III) the
circumstance or condition in respect of which such representation, warranty or writing was
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inaccurate, incorrect, breached, false or misleading, as the case may be, has not been
eliminated or otherwise cured for thirty (30) consecutive days after the earlier of (x) the date
of the receipt of written notice thereof from HVF or the HVF Trustee to the Servicer and (y)
the date an Authorized Officer of the Servicer obtains actual knowledge of such
circumstance or condition.
Remedies – Generally
If an HVF Series 2013-G1 Operating Lease Event of Default occurs and is continuing, then HVF
may proceed by appropriate court action, either at law or in equity, to enforce performance by any lessee
of the applicable covenants and terms of the HVF Series 2013-G1 Lease or to recover damages for the
breach thereof, generally limited to rent for each HVF Series 2013-G1 Lease Vehicle due from the date of
return to the date of disposition plus out-of-pocket damages and expenses and certain other amounts.
In the event of a Servicer Default, the HVF Trustee, acting pursuant to the HVF Series 2013-G1
Supplement, will have the right to replace the Servicer as servicer.
Remedies – Rights of HVF upon HVF Series 2013-G1 Operating Lease Event of Default
If any HVF Series 2013-G1 Operating Lease Event of Default set forth in clauses 1, 2, 5, 6 or 8
above occurs and is continuing, then:
 HVF will have the right:
 to terminate any lessee’s rights of possession under the HVF Series 2013-G1
Lease of all or a portion of the HVF Series 2013-G1 Lease Vehicles leased
thereunder by such lessee;
 to take possession of all or a portion of the HVF Series 2013-G1 Lease Vehicles
leased by any lessee thereunder;
 to peaceably enter upon the premises of any lessee or other premises where HVF
Series 2013-G1 Lease Vehicles may be located and take possession of all or a
portion of the HVF Series 2013-G1 Lease Vehicles and thenceforth hold, possess
and enjoy the same free from any right of any lessee under the HVF Series 2013-
G1 Lease, or its successors or assigns, and to use such HVF Series 2013-G1
Lease Vehicles for any purpose whatsoever; and
 to direct delivery by the Servicer of the certificates of title for all or a portion of
the HVF Series 2013-G1 Lease Vehicles; and
 the lessees under the HVF Series 2013-G1 Lease, at the request of HVF or the HVF Trustee
acting at the direction of the Requisite Group I Investors, must return or cause to be returned
all HVF Series 2013-G1 Lease Vehicles to HVF or the HVF Trustee, as the case may be.
Remedies – Group I Liquidation Event and Non-Performance of Certain Covenants
If any Group I Liquidation Event occurs and is continuing, the HVF Trustee and the Trustee will
have the rights against each lessee under the HVF Series 2013-G1 Lease and the HVF Series 2013-G1
Collateral provided in the HVF Series 2013-G1 Supplement, the Group I Supplement and the Collateral
Agency Agreement upon a Group I Liquidation Event, including, in each case, the right:
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 to terminate any such lessee’s rights of possession under the HVF Series 2013-G1 Lease of
all or a portion of the HVF Series 2013-G1 Lease Vehicles leased thereunder by such lessee;
 to take possession of all or a portion of the HVF Series 2013-G1 Lease Vehicles leased by
any such lessee thereunder;
 to peaceably enter upon the premises of any such lessee or other premises where HVF Series
2013-G1 Lease Vehicles may be located and take possession of all or a portion of the HVF
Series 2013-G1 Lease Vehicles and thenceforth hold, possess and enjoy the same free from
any right of any lessee under the HVF Series 2013-G1 Lease Vehicles, or its successors or
assigns, and to use such HVF Series 2013-G1 Lease Vehicles for any purpose whatsoever;
and
 to direct delivery by the Servicer of the certificates of title for all or a portion of the HVF
Series 2013-G1 Lease Vehicles.
During the continuance of a Group I Liquidation Event, the Servicer will return any or all HVF
Series 2013-G1 Lease Vehicles that are program vehicles to the related manufacturers in accordance with
the instructions of HVF. To the extent any manufacturer fails to accept any such program vehicles under
the terms of the applicable manufacturer program, HVF will have the right to otherwise dispose of such
program vehicles and to direct the Servicer to dispose of such program vehicles in accordance with its
instructions.
With respect to any remedy specified above under “—Remedies—Rights of HVF upon HVF
Series 2013-G1 Operating Lease Event of Default” or “Remedies —Group I Liquidation Event and Non-
Performance of Certain Covenants”, the HVF Trustee or the Trustee may only take possession of or
exercise any of the rights or remedies specified in the HVF Series 2013-G1 Lease, with respect to such
number of HVF Series 2013-G1 Lease Vehicles necessary to generate disposition proceeds in an
aggregate amount sufficient to pay each Series of Group I Notes with respect to which a Group I
Liquidation Event is then continuing as set forth in the related Group I Series Supplement, taking into
account the receipt of proceeds of all other vehicles being disposed of that have been pledged to secure
such Series of Group I Notes.
Amendments
See “Risk Factors – Risks Related to Noteholder Control Rights – The noteholders will have
limited control rights, which rights may change over time and different noteholders’ rights and interests
may differ from those of other noteholders.”
The Collateral Agency Agreement
by reference to, all the provisions of the Collateral Agency Agreement. An electronic copy of the
Collateral Agency Agreement is available to prospective investors upon request to the Trustee or the
Issuer.
General
On November 25, 2013, HVF, HGI, Hertz, DTG Operations and The Bank of New York Mellon
Trust Company, N.A., entered into the Fourth Amended and Restated Collateral Agency Agreement,
pursuant to which HVF has granted the Collateral Agent a security interest in all vehicles owned by HVF,
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including vehicles constituting the Series 2013-G1 HVF Segregated Vehicle Collateral. Pursuant to the
Collateral Agency Agreement, the Collateral Agent will be named as lienholder on the certificates of title
for each vehicle owned by HVF, other than those vehicles that have been designated as Non-Liened
Vehicles in accordance with the Collateral Agency Agreement.
Vehicle Collateral for Group I Notes
Pursuant to a Financing Source and Beneficiary Supplement to the Collateral Agency Agreement,
the Trustee has been designated as the Beneficiary with respect to the HVF Trustee (on behalf of the
Issuer, as HVF Series 2013-G1 Noteholder) who has therein been designated as a Financing Source. As
such, the Trustee is the Beneficiary under the Collateral Agency Agreement with respect to the Series
2013-G1 HVF Segregated Vehicle Collateral.
The Series 2013-G1 HVF Segregated Vehicle Collateral is composed of:
 all vehicles owned by HVF that are leased by HVF under the HVF Series 2013-G1 Lease
and the certificates of title with respect thereto;
 all manufacturer programs and the agreements with the manufacturers pursuant to which
such manufacturer programs are assigned to the Collateral Agent, to the extent related to
such vehicles;
 the Nominee Agreement, to the extent related to such vehicles;
 disposition proceeds in respect of such vehicles;
 insurance proceeds in respect of such vehicles;
 the Collateral Accounts and amounts on deposit therein, to the extent relating to such
vehicles;
 the Master Exchange Agreement and the Escrow Agreement, to the extent relating to such
vehicles; and
 the proceeds of the foregoing.
Notwithstanding the foregoing, in no event will any of the foregoing include any right, title or
interest in to or under any Relinquished Property Proceeds unless and until, in the case of Relinquished
Property Proceeds, such Relinquished Property Proceeds become Additional Subsidies. In lieu of a lien
on such Relinquished Property Proceeds, the Collateral Agent will have a security interest in the amounts
payable to, and rights of, HVF under the Master Exchange Agreement and the Escrow Agreement.
Collateral Servicer
Hertz acts as Collateral Servicer under the Collateral Agency Agreement. For a description of
Hertz’s duties in such capacity, see “Transaction Parties – The Hertz Corporation – Collateral Servicer”.
Collateral Agent’s Duties and Standards
The Collateral Agent’s duties under the Collateral Agency Agreement are limited to, among other
things:
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 being the named lienholder for the benefit of each financing source and beneficiary
designated in a financing source and beneficiary supplement to the Collateral Agency
Agreement with respect to the vehicles designated as for the benefit of such financing source
and beneficiary; and
 at the direction of a beneficiary upon the occurrence of certain events, terminating the power
of attorney granted to the Collateral Servicer with respect to such beneficiary’s collateral and
granting a comparable power of attorney to or at the direction of such beneficiary.
The Collateral Agent will not be liable in connection with the performance of its duties under the
Collateral Agency Agreement, except for gross negligence or willful misconduct.
Removal and Resignation of Collateral Agent
The Collateral Agent may, by giving forty-five (45) days’ prior written notice to the Collateral
Servicer, the granting parties, and each beneficiary under the Collateral Agency Agreement, resign as
Collateral Agent, and such resignation will become effective upon the appointment by the beneficiaries of
a successor Collateral Agent and the acceptance of such appointment by such successor Collateral Agent
(which successor qualifies as a successor under the terms of the Collateral Agency Agreement).
The Collateral Agent may be removed with respect to all of the collateral pledged to it under the
Collateral Agency Agreement by the Collateral Servicer at any time (with or without cause) upon thirty
(30) days’ prior written notice by the Collateral Servicer to the Collateral Agent, the granting parties, the
beneficiaries and each of the rating agencies rating indebtedness secured under the Collateral Agency
Agreement, and the appointment by each of the beneficiaries of a successor Collateral Agent. However,
with respect to any financing source and each beneficiary related thereto, if a Servicer Default or an
Amortization Event has occurred and is continuing (beyond all applicable grace and cure periods) with
respect to such financing source, the right of the Collateral Servicer to remove the Collateral Agent with
respect to its related collateral secured under the Collateral Agency Agreement will cease and such
beneficiary will have the right to remove the Collateral Agent (with or without cause) with respect to such
collateral upon thirty (30) days’ written notice to the Collateral Servicer, the grantor(s) of such financing
source’s collateral, the Collateral Agent and each of the rating agencies rating indebtedness secured by
such collateral. Notwithstanding the foregoing, no removal of the Collateral Agent will be effective until
the appointment of a successor Collateral Agent and acceptance of such appointment by such Collateral
Agent. Any successor Collateral Agent must (i) be a bank or trust company in good standing and have
the power to act as Collateral Agent, be incorporated in the United States or any State thereof or the
District of Columbia, (ii) have capital, surplus and undivided profits of not less than $50,000,000, and (iii)
have a long-term debt rating of at least “BBB-” or better by S&P and “Baa3” by Moody’s, if there be
such an institution with such capital, surplus and undivided profits and ratings willing, qualified and able
to accept the trust upon reasonable or customary terms.
Like-Kind Exchange Program
entirety by reference to, all the provisions of the Master Exchange Agreement and the Escrow Agreement.
Electronic copies of the Master Exchange Agreement and the Escrow Agreement are available to
prospective investors upon request to the Trustee or the Issuer.
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General
Pursuant to the Master Exchange Agreement, HVF, HGI, and Hertz (collectively, the
“Exchangor”) have established a like-kind exchange program pursuant to which vehicles owned by such
entities may be exchanged for Replacement Property in transactions qualifying for nonrecognition of gain
or loss under Section 1031 of the Code and the related treasury regulations (the “Treasury Regulations”).
Under the Master Exchange Agreement, the Intermediary has agreed to act as a “qualified intermediary”
(as such term is used in Treasury regulation Section 1.1031(k)-1(g)(4)) for the purpose of effectuating
such nonrecognition transactions, and in such capacity has agreed, subject to the conditions set forth
below, to transfer Relinquished Property to various buyers, including Manufacturers and purchasers at
auctions, and subsequently to acquire Replacement Property of a like-kind from various sellers, including
Manufacturers and vehicle dealers, in a form that qualifies as a like-kind exchange within the meaning of
Section 1031 of the Code, as amended, and the Treasury Regulations promulgated thereunder (and any
applicable provisions of state tax legislation). The Exchangor will match Replacement Property with
Relinquished Property for each Exchange on its books and records in accordance with Section 1.1031(a)-
2 of the Treasury Regulations and the safe harbor set forth in Sections 4.01 and 4.02 of Revenue
Procedure 2003-39. The Exchangor has assigned to the Intermediary its rights under each applicable
related Relinquished Property Agreement and Replacement Property Agreement. The Exchangor is not
obligated to dispose of any vehicles through the Intermediary, but HVF expects to dispose of and acquire
substantially all of the HVF Series 2013-G1 Lease Vehicles through the Intermediary in accordance with
the Master Exchange Agreement.
Pursuant to the Escrow Agreement, Hertz, HVF, HGI and the Intermediary will maintain one or
more Exchange Accounts and Joint Disbursement Accounts (collectively, the “Escrow Accounts”). The
Escrow Agent has agreed to act as holder of the escrow funds to be held in the Exchange Accounts and
Joint Disbursement Accounts pursuant to the Escrow Agreement. The Escrow Agent must hold the
escrow funds in its possession until instructed to deliver all or a portion of the escrow funds in accordance
with the Escrow Agreement for the purposes provided under the Master Exchange Agreement.
One or more Joint Collection Accounts will be maintained by the Collateral Agent in accordance
with the Collateral Agency Agreement and the Master Exchange Agreement. The Collateral Accounts
established under the Collateral Agency Agreement will be the Joint Collection Accounts into which
proceeds from all HVF Series 2013-G1 Lease Vehicles that are Relinquished Property are required to be
deposited initially. See “Allocations and Applications of Collections and Priorities of Payments –
Deposits of Vehicle Disposition Proceeds and Lease Payments”. Pursuant to the terms of the Collateral
Agency Agreement and the requirements of Section 1031 of the Code, the Collateral Agent for the benefit
of the Trustee on behalf of the Group I Noteholders will not have a perfected security interest in the
Relinquished Property Proceeds of HVF Series 2013-G1 Lease Vehicles. See “Risk Factors – Risks
Related to the Collateral Available to Noteholders – In certain instances, neither the Trustee nor the
Collateral Agent, for the benefit of the Trustee, will have a perfected security interest in certain of the
Group I Eligible Vehicles, including certain of the HVF Series 2013-G1 Lease Vehicles, and/or proceeds
thereof”, “Risk Factors – Risks Related to the Collateral Available to Noteholders – In certain instances
related to the LKE Program, neither the Trustee nor the Collateral Agent, for the benefit of the Trustee,
will have a perfected security interest in proceeds of certain of the Group I Eligible Vehicles, including
certain of the HVF Series 2013-G1 Lease Vehicles, and/or such vehicles themselves” and “Risk Factors –
Risks Related to the Collateral Available to Noteholders – The disposition proceeds from the Group I
Eligible Vehicles, including the HVF Series 2013-G1 Lease Vehicles, will be commingled with the
disposition proceeds from other vehicles against which creditors of HGI and Hertz may have a claim.”
One or more Series 2013-G1 HVF Segregated Exchange Accounts will be maintained by the
HVF Trustee in accordance with the HVF Series 2013-G1 Supplement and the Escrow Agreement. The
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Series 2013-G1 HVF Segregated Exchange Accounts are established as accounts to which Relinquished
Property Proceeds in respect of HVF Series 2013-G1 Lease Vehicles will be transferred from the Joint
Collection Accounts, in the event that no amounts are then owing by HVF to the Issuer, as the HVF
Series 2013-G1 Noteholder, in respect of principal of the HVF Series 2013-G1 Note.
The Joint Collection Accounts are intended to facilitate the orderly and efficient collection of
proceeds from the disposition of the Relinquished Property, including the collection of all Relinquished
Property Proceeds, and to allow (1) the identification and subsequent separation of the portion of
disposition proceeds deposited therein attributable to Vehicles disposed of by Hertz, HVF or HGI, (2) the
further identification and subsequent separation of the portion of such funds attributable to HVF Vehicles
and the portion of such funds attributable to HVF Segregated Vehicles (including HVF Series 2013-G1
Lease Vehicles), in which case the HVF Segregated Series of Notes for which such HVF Segregated
Vehicles constitute HVF Series-Specific Collateral will be identified, and (3) the further identification and
subsequent separation of the portion of such funds of each of Hertz, HVF or HGI that are Relinquished
Property Proceeds of such person from the portion of such funds that are not Relinquished Property
Proceeds. The Exchange Accounts (including the HVF Exchange Accounts, the HGI Exchange
Accounts, the Hertz GE Exchange Accounts and any HVF Segregated Exchange Accounts (including any
Series 2013-G1 HVF Segregated Exchange Account)) are intended to (i) receive all Relinquished
Property Proceeds (other than, for the avoidance of doubt, Financing Document Relinquished Property
Proceeds), (ii) provide Relinquished Property Proceeds to the Exchange Account of the Legal Entity that
has transferred Tangible Personal Property to another Legal Entity, and (iii) provide Relinquished
Property Proceeds to the Joint Disbursement Accounts. Relinquished Property Proceeds in respect of the
HVF Series 2013-G1 Lease Vehicles will constitute Financing Document Relinquished Property Proceeds
and will be applied as required by the HVF Series 2013-G1 Supplement and as described in the following
paragraph.
On each business day, HVF will do the following (or cause the following to be done): (i) identify
funds in the Joint Collection Accounts as of such date that represent Relinquished Property Proceeds with
respect to the HVF Series 2013-G1 Lease Vehicles and (ii) initiate proposed electronic funds transfers
from the Joint Collection Accounts in order to transfer therefrom funds constituting Relinquished
Property Proceeds with respect to the HVF Series 2013-G1 Lease Vehicles to the HVF Series 2013-G1
Collection Account for application to reduce outstanding principal amount of the HVF Series 2013-G1
Note in accordance with HVF Series 2013-G1 Supplement.
Conditions to Exchange
No transfer by HVF of HVF Series 2013-G1 Lease Vehicles as Relinquished Property will be
made unless certain conditions are satisfied on the date of such transfer, including the following: (i) the
Escrow Agreement is in effect, (ii) no LKE 2.02 Trigger Event with respect to the HVF Series 2013-G1
Note has occurred and is continuing or would result from the making of such transfer, (iii) the
Termination Date has not occurred with respect to the related HVF Series 2013-G1 Lease Vehicles, and
(iv) the representations and warranties of the Intermediary in the Master Exchange Agreement are true
and correct on and as of such date.
Covenants of Intermediary and Owner
The Intermediary has agreed, among other things, (i) to do all things necessary to continue to be
readily distinguishable and maintain its corporate existence separate and apart from the Owner, (ii) not to
enter into or be a party to any agreement or instrument other than the Master Exchange Agreement, the
Escrow Agreement and any documents and agreements incidental thereto, and (iii) not to engage in any
business or enterprise or enter into any transaction other than the making of Exchanges pursuant to the
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Master Exchange Agreement, the related exercise of its rights as Intermediary under such agreement, the
incurrence and payment of ordinary course operating expenses and other activities related to or incidental
to either of the foregoing.
Except as set forth in the Master Exchange Agreement, the Owner has agreed not to sell, assign,
pledge or otherwise transfer any of its interest in the Intermediary.
Hertz may deliver a written notice to the Owner at any time in order to conduct a sale of the
Intermediary. Upon the consummation of such a sale, (i) the rights, duties and obligations of the
transferring Owner will be assigned and delegated to the new Owner and the transferring Owner will be
released from its obligations under the Master Exchange Agreement, except to the extent such obligations
relate to periods prior to such sale, and (ii) the new Owner will become a party to the Master Exchange
Agreement.
Compensation
Hertz, HVF and HGI will pay the Intermediary an agreed-upon fee for each quarter in which the
Master Exchange Agreement is in force. If the Master Exchange Agreement is terminated for any reason,
the Intermediary will continue to be compensated with respect to all Exchanges being made by the
Intermediary until all such Exchanges are completed. HVF’s allocable portion (in respect of the HVF
Series 2013-G1 Note and HVF Series 2013-G1 Lease Vehicles) of the Intermediary’s fees is included in
HVF Series 2013-G1 Carrying Charges and is paid by HVF in accordance with the priority of payments
for interest proceeds under the HVF Series 2013-G1 Supplement. See “Allocations and Applications of
Collections and Priorities of Payments – Priority of Payments under the HVF Series 2013-G1
Supplement – Interest Collections”.
Term of the Master Exchange Agreement
The Master Exchange Agreement originally had a term of thirty-six (36) months, beginning
December 21, 2005, and the agreement has renewed and will renew automatically for successive thirty-
six (36) month terms, unless the Intermediary notifies Hertz, HGI, the Issuer and the HVF Trustee in
writing at least one hundred twenty (120) days prior to the end of a term of its desire to terminate the
Master Exchange Agreement. In addition, (i) any of Hertz, HGI and HVF may terminate the Master
Exchange Agreement at any time with respect to itself (or, in the case of HVF, the portion of the Master
Exchange Agreement relating to HVF Vehicles or HVF Segregated Vehicles relating to any HVF
Segregated Series of Notes), by providing not less than sixty (60) days’ prior written notice to the
Intermediary and the HVF Trustee and (ii) the Master Exchange Agreement will automatically terminate
(x) with respect to the HVF Segregated Vehicles (including the HVF Series 2013-G1 Lease Vehicles), at
11:59 p.m. on the forty-fifth calendar day after the occurrence of a QI Parent Downgrade Event that
continues unremedied at such time, and (y) with respect to Relinquished Property Proceeds then on
deposit in a Series 2013-G1 HVF Segregated Exchange Account, on the date of the occurrence of an LKE
7.01 Trigger Event with respect to the HVF Series 2013-G1 Note. The date at which the Master
Exchange Agreement is terminated due to the occurrence of the above mentioned events is defined as a
“Termination Date”. If any such Termination Date has occurred but the event which directly caused
such Termination Date has been waived, cured or is otherwise no longer continuing, the Master Exchange
Agreement can be reinstated in full by written instrument executed by each party and, upon satisfaction of
the HVF Rating Agency Condition with respect to each Series of HVF Indenture Notes then outstanding.
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Master Purchase and Sale Agreement
by reference to, all the provisions of the Master Purchase and Sale Agreement. An electronic copy of the
Master Purchase and Sale Agreement is available to prospective investors upon request to the Trustee or
the Issuer.
Generally
Pursuant to the Master Purchase and Sale Agreement, HVF, HGI, Hertz and any Affiliate of
Hertz that executes an appropriate joinder thereto (and satisfies certain other conditions precedent to the
effectiveness of such joinder), from time to time, may purchase and sell passenger automobiles, vans and
light-duty trucks amongst one another on a non-exclusive basis.
Because HVF has agreed to covenants and restrictions in the HVF Series 2013-G1 Supplement
and the HVF Series 2013-G1 Lease that limit the purchasing and selling flexibility otherwise offered to
the other parties under the Master Purchase and Sale Agreement, the summary below has been restricted
to the terms of the Master Purchase and Sale Agreement as they apply to HVF subject to such covenants
and restrictions. In relevant part, such covenants and restrictions include that: (a) HVF will not sell any
HVF Series 2013-G1 Eligible Vehicle to any Affiliate of HVF for less than its Net Book Value, (b) HVF
will not purchase any vehicle from HGI pursuant to the Master Purchase and Sale Agreement for other
than a specifically delineated price, which specifics are restated below in the description of the conditions
precedent applicable to HVF’s purchase of vehicles from HGI, and (c) a vehicle purchased by HVF under
the Master Purchase and Sale Agreement must be purchased from HGI in order to be an HVF Series
2013-G1 Eligible Vehicle. See “Description of Group I Notes: Underlying Indentures and Certain
Related Documents – Group I Leases: The HVF Series 2013-G1 Lease” and “Description of Group I
Notes: Underlying Indentures and Certain Related Documents –Group I Leasing Company Notes: The
HVF Series 2013-G1 Note – HVF Series 2013-G1 Note – Covenants”.
Purchases under the Master Purchase and Sale Agreement
To initiate a transaction under the Master Purchase and Sale Agreement, the party acting as buyer
with respect to such transaction submits its purchase order to the related seller and includes in such
purchase order the list of vehicles such buyer desires to purchase from such seller (including terms
regarding make, model, model year, VIN, quantity, purchase price, payment due date and sale effective
date). Such a prospective buyer’s delivery of such a purchase order constitutes an offer to such seller to
purchase the specified vehicles. The seller then has the right, in its sole discretion, to accept or reject such
purchase order, but (i) any such rejection must be made within five (5) business days of the seller’s
receipt of the purchase order and (ii) if the seller receives and accepts payment of the purchase price for
such purchase order, then the seller is deemed to have accepted such purchase order. Prior to such
acceptance by the seller of such purchase price, such buyer can cancel such purchase order, in whole or in
part.
Generally, upon acceptance of a purchase order, the related seller will deliver or cause to be
delivered the vehicles specified in such purchase order to the applicable delivery location(s) specified in
such purchase order. Upon such delivery of a vehicle, the related buyer has the right to inspect such
vehicle within five (5) calendar days of delivery and either accept or, if such vehicle does not conform to
the terms specified in the related purchase order in all material respects, reject such vehicle. If such buyer
timely notifies such seller that such vehicle does not conform to the terms specified in the related
purchase order in all material respects and such buyer has furnished such documentation or other written
evidence, if any, as is reasonably requested by such seller to show that such vehicle is so nonconforming,
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then such seller will refund such buyer the purchase price for such vehicle, together with all shipping and
handling expenses incurred by such buyer in connection therewith, which refund is the exclusive remedy
for such delivery of such a nonconforming vehicle and the buyer will not have any other right under the
Master Purchase and Sale Agreement to return such vehicle to the seller.
Legal title to each vehicle transferred under the Master Purchase and Sale Agreement will pass to
the related buyer upon receipt of the purchase price with respect to such vehicle by the related seller
thereof and satisfaction of the applicable conditions precedent with respect to such vehicle and such buyer
and such seller. Upon such seller’s acceptance of the purchase price with respect to such vehicle and such
conditions precedent having been satisfied, the seller will deliver the certificate of title with respect to
such vehicle to or at the direction of the buyer.
With respect to each purchase order accepted under the Master Purchase and Sale Agreement, the
related buyer and seller each make the following representations and warranties, among others:
 the transaction in respect of such accepted purchase order is intended to constitute a valid,
true sale of the vehicles included in such accepted purchase order and immediately upon
transfer under the Master Purchase and Sale Agreement such buyer will have good title
thereto, enforceable against creditors of, and purchasers from, such seller, and such seller has
no remaining property interest in such vehicles sold to such buyer;
 immediately prior to such transfer of such vehicles thereunder, such seller had title to such
vehicles free and clear of all liens and rights of others, except certain permitted liens;
 both before and after giving effect to the acceptance of such purchase order, it is solvent
within the meaning of the Bankruptcy Code and is not the subject of any voluntary or
involuntary case or proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy or insolvency law; and
 the sale of each vehicle pursuant to the Master Purchase and Sale Agreement will be made in
good faith and without intent to hinder, delay or defraud creditors of any parties to the
Master Purchase and Sale Agreement.
Conditions
With respect to the sale of a vehicle under the Master Purchase and Sale Agreement in which
HGI is the seller and HVF is the buyer, the following conditions precedent, among others, are required to
be satisfied:
 each of HVF’s and HGI’s representations and warranties under the Master Purchase and Sale
Agreement, as described in part above, are true and correct on and as of the effective date of
such sale;
 HGI will have assigned to HVF all rights of HGI with respect to such vehicle against the
manufacturer of such vehicle;
 if such vehicle was most recently acquired by HGI or an Affiliate thereof from an
unaffiliated third party on or after the thirty-sixth calendar day preceding the date of such
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sale, then HVF will have paid to HGI an amount equal to the cash purchase price paid for
such vehicle by HGI at the time of such recent acquisition;
 if such vehicle (other than any vehicle included in the next succeeding paragraph) was most
recently acquired by HGI or an Affiliate thereof from an unaffiliated third party prior to the
thirty-sixth calendar day preceding the date of such sale, then HVF will have paid to HGI an
amount equal to the Series 2015-3 Market Value of such vehicle as of the date of the
purchase order with respect to such vehicle; and
 if such vehicle (A) was most recently acquired by HGI or an Affiliate thereof from an
unaffiliated third party prior to the thirty-sixth calendar day preceding the date of such sale
and (B) would be an HVF Series 2013-G1 Program Vehicle immediately after giving effect
to such sale, then HVF will have paid to HGI an amount equal to the Capitalized Cost of
such vehicle as of the date of the purchase order with respect to such vehicle, assuming such
vehicle were an HVF Series 2013-G1 Program Vehicle on the date of such sale.
RCFC Nominee Structure
by reference to, all the provisions of the form of the RCFC Nominee Agreement. The Issuer will make
copies of the form of the RCFC Nominee Agreement available to prospective investors upon written
request.
Rental Car Finance Corp. (“RCFC”) is a special purpose corporation organized under the laws of
the State of Oklahoma. RCFC is wholly-owned by Dollar Thrifty Automotive Group, Inc. (“DTAG”), a
Delaware corporation, which is wholly-owned by Hertz. RCFC was formed on November 9, 1995. Since
such time, RCFC has served as the issuer of DTAG-sponsored rental car asset backed notes, DTAG’s
primary rental car fleet financing platform, and RCFC’s activities since such time have been generally
limited to owning, acquiring, financing and leasing vehicles used in DTAG’s (and its affiliates’) daily
rental car business. It is expected that RCFC will convert to an Oklahoma limited liability company on or
prior to the RCFC Nominee Trigger Date (as defined below). As of the Series 2015-3 Closing Date,
RCFC has one series of notes outstanding, which series of notes is more fully described in the following
table:
Aggregate
Outstanding Maximum
Principal Amount Aggregate Expected Final Legal Final
Series as of June 30, 2015 Principal Amount Payment Date Payment Date
Series 2010-3 $1,410,554,638.76 $5,000,000,000 N/A November 25,

Note 2044
(subject to
(floating rate modification by
variable funding agreement between
leasing company RCFC and the
note, which Issuer, which
secures the Group modification is
II Notes) subject to certain
restrictions)
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HVF is permitted to purchase from RCFC vehicles owned by RCFC at some point after the
closing date. In connection with such sale and in order to avoid re-titling expenses as a result thereof,
RCFC will act as the nominee titleholder with respect to such pool of vehicles pursuant to the RCFC
Nominee Agreement, which pool will remain static subject to the ultimate disposition of such vehicles in
the ordinary course of HVF’s operations. The inclusion of such vehicles as HVF Series 2013-G1 Eligible
Vehicles will be subject to the occurrence of the “RCFC Nominee Trigger Date”, which is the first date
on which each of the following conditions is satisfied:
(i) the RCFC Nominee Agreement has been executed;
(ii) RCFC’s organizational documents have been revised to be in an agreed upon form, which
form (a) limits RCFC’s purpose solely to act as nominee titleholder with respect to the above-
described static pool of vehicles and to engage in activities related thereto, (b) requires RCFC
to maintain at least two (2) Independent Directors and (c) generally subjects RCFC to
substantially the same restrictions that are applicable to the Nominee as described under
“Special Purpose Entities”;
(iii) delivery to the HVF Trustee and the Trustee of an opinion of counsel stating that RCFC
would not be substantively consolidated with any immediate and direct parent (as of such date)
of RCFC as a result of an Event of Bankruptcy with respect to any such parent;
(iv) delivery to HVF, the HVF Trustee and the Trustee of a written acknowledgment by
RCFC of RCFC’s obligations under the non-petition provisions of the HVF Series 2013-G1
Lease;
(v) written certification by HVF and the Issuer to the HVF Trustee and the Trustee,
respectively, that RCFC has no Indebtedness outstanding (other than any contingent
indemnification obligations to financing parties under the RCFC Securitization Documents that
by their terms survive the termination thereof and other than any Indebtedness under RCFC’s
Series 2010-3 Note that will be refinanced with the proceeds of the issuance of a new Series of
Group I Notes (or with the proceeds of an increase in the outstanding principal amount of a
then existing Series of Group I Notes));
(vi) written certification by HVF and the Issuer to the HVF Trustee and the Trustee,
respectively, that RCFC is not subject to any Liens (other than HVF Permitted Liens or Group I
Permitted Liens, as applicable) and delivery to the HVF Trustee and the Trustee of UCC lien
search results in its jurisdiction of incorporation consistent with such certification; and
(vii) delivery to the HVF Trustee and the Trustee of an opinion of counsel stating that a United
States court of appropriate jurisdiction would determine that only bare legal title in the vehicles
titled in the name of RCFC pursuant to the RCFC Nominee Agreement, as opposed to any
beneficial economic interest in such vehicles, would become property of RCFC’s bankruptcy
estate if RCFC were to become a debtor under the Bankruptcy Code.
The RCFC Nominee Agreement will be substantively in the form attached as an exhibit to the
HVF Series 2013-G1 Supplement, which form is materially similar to the Nominee Agreement but is
more limited in scope in that the RCFC Nominee Agreement will apply only to the above-described static
pool of vehicles and will not permit any party other than HVF to appoint RCFC as its nominee titleholder.
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Pursuant to the RCFC Nominee Agreement, Hertz will be appointed RCFC Nominee-Servicer.
Pursuant to a power of attorney granted at the direction of HVF by RCFC to the RCFC Nominee-Servicer
under the RCFC Nominee Agreement, the RCFC Nominee-Servicer will be granted the authority to (i)
execute any and all documents and instruments pertaining to the titling of all or a portion of the vehicles
subject to the RCFC Nominee Agreement in the name of RCFC and the licensing and registration of such
vehicles, and (ii) transfer the title to any such vehicles from the name of RCFC to the name of HVF or the
name of a third party or any other person at any time and to execute such other documents and
instruments as may be necessary to effect any such transfer. RCFC will be required to revoke that power
of attorney if so directed by HVF or The Bank of New York Mellon Trust Company, N.A., as Collateral
Agent.
As compensation for the performance of the RCFC Nominee-Servicer’s services under the RCFC
Nominee Agreement, the RCFC Nominee-Servicer will be entitled to an annual fee of $120,000 payable
on the Payment Date occurring in December of each calendar year (after the execution of the RCFC
Nominee Agreement), which fee will be payable by HVF and which will be included in HVF Series
2013-G1 Carrying Charges and will be paid by HVF in accordance with the priority of payments for
interest proceeds under the HVF Series 2013-G1 Supplement. See “Allocations and Applications of
Collections and Priorities of Payments – Priority of Payments under the HVF Series 2013-G1
Supplement – Interest Collections”.
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REPORTING AND RECORDS
Supplement, the HVF Series 2013-G1 Supplement, the HVF Series 2013-G1 Lease, the Collateral
Agency Agreement and the Nominee Agreement. Electronic copies of such documents (other than the
Series 2015-3 Supplement, which will be made available by the Issuer to prospective investors upon
written request) are available to prospective investors upon request to the Trustee or the Issuer.
Generally
The Issuer and HVF are required to prepare and furnish various reports to the Trustee, the HVF Trustee
and/or certain noteholders on a periodic basis. Such reports to be prepared and furnished by the Issuer
will be prepared and furnished on its behalf by Hertz, as Group I Administrator, pursuant to the Group I
Administration Agreement. See “Transaction Parties – The Hertz Corporation – Group I
Administrator”. Such reports to be prepared and furnished by HVF will be prepared and furnished on its
behalf by Hertz, as HVF Series 2013-G1 Administrator, pursuant to the HVF Series 2013-G1
Administration Agreement. See “Transaction Parties – The Hertz Corporation – HVF Series 2013-G1
Administrator”.
In addition, Hertz, in its various administrative and servicing capacities, is required to prepare and furnish
various reports to the Trustee, the Collateral Agent and the HVF Trustee on a periodic basis.
As more fully described herein, depending on the nature of the reporting requirement, such reports will be
required to be furnished on a daily, monthly, quarterly or annual basis and will include information
relating to amortization events, potential amortization events, cash flows, payments, noteholder
statements, collateral values, vehicle ownership records, title and other audits, or tax information.
Reporting under the Series 2015-3 Supplement
On or before the fourth business day prior to each Payment Date (unless otherwise agreed to by the
Trustee), the Issuer will furnish (or cause to be furnished) to the Trustee a Monthly Noteholders’
Statement with respect to the Series 2015-3 Notes setting forth the following information (including
reasonable detail of the materially constituent terms thereof, as determined by the Issuer) in any
reasonable format:
 Aggregate Group I Principal Amount

 Class A Monthly Interest Amount
 Class A Principal Amount
 Class A/B/C/D Adjusted Principal Amount
 Class A/B/C/D Available L/C Cash Collateral Account Amount
 Class A/B/C/D Available Reserve Account Amount
 Class A/B/C/D Letter of Credit Amount
 Class A/B/C/D Letter of Credit Liquidity Amount
 Class A/B/C/D Liquid Enhancement Amount
 Class A/B/C/D Principal Amount
 Class A/B/C/D Required Liquid Enhancement Amount
 Class A/B/C/D Required Reserve Account Amount
 Class A/B/C/D Reserve Account Deficiency Amount
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 Class B Monthly Interest Amount
 Class B Principal Amount
 Class C Monthly Interest Amount
 Class C Principal Amount
 Class D Monthly Interest Amount
 Class D Principal Amount
 Class E Monthly Interest Amount (if applicable)
 Class E Principal Amount (if applicable)
 Determination Date
 Group I Aggregate Asset Amount
 Group I Aggregate Asset Amount Deficiency
 Group I Aggregate Asset Coverage Threshold Amount
 Group I Asset Coverage Threshold Amount
 Group I Carrying Charges
 Group I Cash Amount
 Group I Collections
 Group I Due and Unpaid Lease Payment Amount
 Group I Interest Collections
 Group I Percentage
 Group I Principal Collections
 HVF Series 2013-G1 Advance Rate
 HVF Series 2013-G1 Aggregate Asset Amount
 HVF Series 2013-G1 Asset Coverage Threshold Amount
 Payment Date
 Series 2015-3 Accrued Amounts
 Series 2015-3 Adjusted Asset Coverage Threshold Amount
 Series 2015-3 Asset Amount
 Series 2015-3 Asset Coverage Threshold Amount
 Series 2015-3 Blended Advance Rate
 Series 2015-3 Capped Group I Administrator Fee Amount
 Series 2015-3 Capped Group I HVF II Operating Expense Amount
 Series 2015-3 Capped Group I Trustee Fee Amount
 Series 2015-3 DBRS Adjusted Advance Rate
 Series 2015-3 DBRS Blended Advance Rate
 Series 2015-3 DBRS Concentration Adjusted Advance Rate
 Series 2015-3 DBRS Concentration Excess Advance Rate Adjustment
 Series 2015-3 DBRS Concentration Excess Amount
 Series 2015-3 DBRS Eligible Investment Grade Non-Program Vehicle Amount
 Series 2015-3 DBRS Eligible Investment Grade Program Receivable Amount
 Series 2015-3 DBRS Eligible Investment Grade Program Vehicle Amount
 Series 2015-3 DBRS Eligible Non-Investment Grade (High) Program Receivable
Amount
 Series 2015-3 DBRS Eligible Non-Investment Grade (Low) Program Receivable Amount
 Series 2015-3 DBRS Eligible Non-Investment Grade Non-Program Vehicle Amount
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 Series 2015-3 DBRS Eligible Non-Investment Grade Program Vehicle Amount
 Series 2015-3 DBRS Manufacturer Concentration Excess Amount
 Series 2015-3 DBRS MTM/DT Advance Rate Adjustment
 Series 2015-3 DBRS Non-Investment Grade (High) Program Receivable Concentration
Excess Amount
 Series 2015-3 DBRS Non-Liened Vehicle Concentration Excess Amount
 Series 2015-3 DBRS Remainder AAA Amount
 Series 2015-3 Excess Group I Administrator Fee Amount
 Series 2015-3 Excess Group I HVF II Operating Expense Amount
 Series 2015-3 Excess Group I Trustee Fee Amount
 Series 2015-3 Failure Percentage
 Series 2015-3 Floating Allocation Percentage
 Series 2015-3 Group I Administrator Fee Amount
 Series 2015-3 Group I Trustee Fee Amount
 Series 2015-3 Interest Period
 Series 2015-3 Invested Percentage
 Series 2015-3 Market Value Average
 Series 2015-3 Moody’s Adjusted Advance Rate
 Series 2015-3 Moody’s Blended Advance Rate
 Series 2015-3 Moody’s Concentration Adjusted Advance Rate
 Series 2015-3 Moody’s Concentration Excess Advance Rate Adjustment
 Series 2015-3 Moody’s Concentration Excess Amount
 Series 2015-3 Moody’s Eligible Investment Grade Non-Program Vehicle Amount
 Series 2015-3 Moody’s Eligible Investment Grade Program Receivable Amount
 Series 2015-3 Moody’s Eligible Investment Grade Program Vehicle Amount
 Series 2015-3 Moody’s Eligible Non-Investment Grade (High) Program Receivable
Amount
 Series 2015-3 Moody’s Eligible Non-Investment Grade (Low) Program Receivable
Amount
 Series 2015-3 Moody’s Eligible Non-Investment Grade Non-Program Vehicle Amount
 Series 2015-3 Moody’s Eligible Non-Investment Grade Program Vehicle Amount
 Series 2015-3 Moody’s Manufacturer Concentration Excess Amount
 Series 2015-3 Moody’s MTM/DT Advance Rate Adjustment
 Series 2015-3 Moody’s Non-Investment Grade (High) Program Receivable
Concentration Excess Amount
 Series 2015-3 Moody’s Non-Liened Vehicle Concentration Excess Amount
 Series 2015-3 Moody’s Remainder AAA Amount
 Series 2015-3 Non-Liened Vehicle Amount
 Series 2015-3 Non-Program Fleet Market Value
 Series 2015-3 Non-Program Vehicle Disposition Proceeds Percentage Average
 Series 2015-3 Percentage
 Series 2015-3 Principal Amount
 Series 2015-3 Principal Collection Account Amount
 Series 2015-3 Rapid Amortization Period
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Financial Statement Deliveries
Within 120 days after the end of each of Hertz’s fiscal years, the Group I Administrator will furnish (or
cause to be furnished) to each Series 2015-3 Noteholder copies of the Annual Report on Form 10-K filed
by Hertz with the SEC or, if Hertz is not a reporting company, information equivalent to that which
would be required to be included in the financial statements contained in such an Annual Report if Hertz
were a reporting company, including consolidated financial statements consisting of a balance sheet of
Hertz and its consolidated subsidiaries as at the end of such fiscal year and statements of income,
stockholders’ equity and cash flows of Hertz and its consolidated subsidiaries for such fiscal year, setting
forth in comparative form the corresponding figures for the preceding fiscal year (if applicable), certified
by and containing an opinion, unqualified as to scope, of a firm of independent certified public
accountants of nationally recognized standing selected by Hertz.
Within sixty (60) days after the end of each of the first three quarters of each of Hertz’s fiscal years, the
Group I Administrator will furnish (or cause to be furnished) to each Series 2015-3 Noteholder copies of
the Quarterly Report on Form 10-Q filed by Hertz with the SEC or, if Hertz is not a reporting company,
information equivalent to that which would be required to be included in the financial statements
contained in such a Quarterly Report if Hertz were a reporting company, including (x) financial
statements consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the
end of such quarter and statements of income, stockholders’ equity and cash flows of Hertz and its
consolidated subsidiaries for each such quarter, setting forth in comparative form the corresponding
figures for the corresponding periods of the preceding fiscal year (if applicable), all in reasonable detail
and certified (subject to normal year-end audit adjustments) by a senior financial officer of Hertz as
having been prepared in accordance with GAAP.
However, if any audited or reviewed financial statements or information required to be included in any
such quarterly or annual filing are not reasonably available on a timely basis as a result of such Hertz’s
accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and
regulations of the SEC thereunder), the Group I Administrator may, in lieu of furnishing or causing to be
furnished the information, documents and reports so required to be furnished, elect to make a filing on an
alternative form or transmit or make available unaudited or unreviewed financial statements or
information substantially similar to such required audited or reviewed financial statements or information,
provided that the Group I Administrator will in any event be required to furnish (or cause to be furnished)
such filing and so transmit or make available such audited or reviewed financial statements or information
no later than the first anniversary of the date on which the same was otherwise required in accordance
with the foregoing.
Notwithstanding the foregoing obligations of the Group I Administrator to deliver the quarterly reports,
annual reports, and/or other information as set forth above under “—Financial Statement Deliveries”, the
Group I Administrator’s obligations to furnish (or cause to be furnished) any such documents, reports,
notices or other information will be deemed satisfied with respect to such documents, reports, notices or
other information upon (i) the same (or hyperlinks to the same) having been posted on Hertz’s website (or
such other website address as the Group I Administrator may specify by written notice to the Trustee
from time to time) or (ii) the same (or hyperlinks to same) having been posted on Hertz’s behalf on an
internet or intranet website to which the Series 2015-3 Noteholders have access (whether a commercial,
government (including, without limitation EDGAR) or third-party website or whether sponsored by or on
behalf of the Series 2015-3 Noteholders). With respect to any documents, reports, notices or other
information electronically furnished in accordance with the preceding sentence, such documents, reports,
notices or other information will be deemed furnished on the date posted in accordance with clause (i) or
(ii), as the case may be, of the preceding sentence.
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Reporting under the Group I Supplement
Daily Group I Collection Reports
On each Business Day, the Issuer will prepare and maintain, or cause to be prepared and maintained, a
record setting forth the aggregate of the amounts deposited in the Group I Collection Account on the
immediately preceding Business Day. The Issuer will deliver a copy of such record for each Business
Day to the Trustee.
Quarterly Compliance Certificates
On the Payment Date in each of March, June, September and December, the Issuer will deliver to the
Trustee an Officer’s Certificate of the Issuer to the effect that, except as provided in a notice of an
Amortization Event or Potential Amortization Event delivered in accordance with the Group I
Supplement, no Amortization Event or Potential Amortization Event with respect to any Series of Group I
Notes Outstanding has occurred during the three months prior to the delivery of such certificate or is
continuing as of the date of the delivery of such certificate.
Monthly Noteholders’ Statements
On each Payment Date, the Paying Agent will forward to each Group I Noteholder of record as of the
immediately preceding Record Date of each Series of Group I Notes Outstanding the Monthly
Noteholders’ Statement with respect to such Series of Group I Notes, with a copy to the Rating Agencies
and any Group I Series Enhancement Provider with respect to such Series of Group I Notes, which
delivery may be satisfied by the Paying Agent posting, or causing to be posted, such Monthly
Noteholders’ Statement to a password-protected website made available to such Group I Noteholders, the
Rating Agencies and such Group I Series Enhancement Providers or by any other reasonable means of
electronic transmission (including, without limitation, e-mail, file transfer protocol or otherwise).
Annual Tax Statements
On or before January 31 of each calendar year, the Paying Agent will furnish to each Person who at any
time during the preceding calendar year was a Group I Noteholder a statement prepared by or on behalf of
the Issuer containing the information that is required to be contained in the Monthly Noteholders’
Statements with respect to such Series of Group I Notes aggregated for such calendar year or the
applicable portion thereof during which such Person was a Group I Noteholder, together with such other
customary information (consistent with the treatment of the Group I Notes as debt) as the Issuer deems
necessary or desirable to enable the Group I Noteholders to prepare their tax returns. Such obligations of
the Issuer to prepare and the Paying Agent to distribute information will be deemed to have been satisfied
to the extent that substantially comparable information will be provided by the Paying Agent pursuant to
any requirements of the Code as from time to time in effect.
Additional Information
Upon request by the Trustee, the Issuer will deliver or cause to be delivered to the Trustee:
 a copy of any notice, financial information, certificates, statements, reports and other materials
delivered by any Group I Leasing Company to the Issuer pursuant to the related Group I Leasing
Company Related Documents;
187
 such additional information regarding the financial position, results of operations or business of
any Group I Leasing Company or any Group I Lessee as the Trustee may reasonably request to
the extent that such Group I Leasing Company or Group I Lessee, as the case may be, delivers
such information to the Issuer pursuant to any Group I Leasing Company Related Documents;
and
 such other information relating to the Group I Notes as, and in such form as, the Trustee may
reasonably request in connection with the transactions contemplated by the Group I Supplement
or by any Group I Series Supplement.
Reporting under the HVF Series 2013-G1 Supplement
HVF Series 2013-G1 Daily Collection Reports
On each business day HVF will prepare and maintain, or cause to be prepared and maintained, and cause
to be delivered to the HVF Trustee and the Trustee a record setting forth the aggregate of the amounts
deposited in the HVF Series 2013-G1 Collection Account and the amounts relating to HVF Series 2013-
G1 Eligible Vehicles deposited in the Series 2013-G1 HVF Segregated Exchange Account on the
immediately preceding Business Day, which will consist of:
(i) the aggregate amount of payments received from Manufacturers and/or auction dealers
under HVF Series 2013-G1 Manufacturer Programs related to HVF Series 2013-G1 Program
Vehicles and in each case deposited in the HVF Series 2013-G1 Collection Account or a Series
2013-G1 HVF Segregated Exchange Account, plus
(ii) the aggregate amount of proceeds received from third parties (other than to the extent
such amounts are included in clause (i) above) with respect to the sale of HVF Series 2013-G1
Eligible Vehicles and in each case deposited in the HVF Series 2013-G1 Collection Account or a
Series 2013-G1 HVF Segregated Exchange Account, plus
(iii) the aggregate amount of other HVF Series 2013-G1 Collections deposited in the HVF
Series 2013-G1 Collection Account or Series 2013-G1 HVF Segregated Exchange Account.
Monthly Collateral Certificates
On or before each Payment Date, HVF will furnish to the HVF Trustee, the Trustee and the Collateral
Agent an Officer’s Certificate of HVF to the effect that, except as stated therein,
(i) the HVF Series 2013-G1 Eligible Vehicles and all other HVF Series 2013-G1 Collateral
is free and clear of all Liens, other than HVF Permitted Liens, and
(ii) the aggregate amount of all vicarious liability claims outstanding against HVF as of the
immediately preceding Determination Date is less than $5,000,000. If the aggregate amount of
vicarious liability claims outstanding against HVF exceeds $5,000,000, the Officer’s Certificate
delivered also will contain a schedule listing all of the vicarious liability claims then outstanding
against HVF.
Quarterly Compliance Certificates
On or before the Payment Date in each of March, June, September and December, HVF will deliver to the
HVF Trustee and the Trustee an Officer’s Certificate of HVF to the effect that, except as provided in a
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notice thereof delivered pursuant to the HVF Series 2013-G1 Supplement, no HVF Series 2013-G1
Amortization Event or HVF Series 2013-G1 Potential Amortization Event has occurred or is continuing.
Non-Program Vehicle Reports
On or before May 31 of each year, HVF will cause a nationally recognized firm of independent certified
public accountants or a nationally recognized firm of independent consultants to furnish a report to the
HVF Trustee and the Trustee to the effect that they have performed certain agreed upon procedures on a
statistical sample designed to provide a ninety-five percent (95%) confidence level confirming the
calculations of (i) the Disposition Proceeds received by or on behalf of HVF from the sale or other
disposition of all HVF Series 2013-G1 Non-Program Vehicles (other than Casualties) sold or otherwise
disposed of during the Related Month and (ii) the respective Net Book Values of such HVF Series 2013-
G1 Non-Program Vehicles.
Verifications of Title
Prior to the RCFC Nominee Trigger Date, on or before May 31 of each year, HVF will cause a nationally
recognized firm of independent certified public accountants or a nationally recognized firm of
independent consultants to furnish a report to the HVF Trustee and the Trustee to the effect that they have
performed certain agreed upon procedures on a statistical sample of the Certificates of Title of the HVF
Series 2013-G1 Eligible Vehicles constituting Series 2013-G1 HVF Segregated Liened Vehicle Collateral
designed to provide a ninety-five percent (95%) confidence level confirming that (i) the HVF Series
2013-G1 Eligible Vehicles are titled prior to the RCFC Nominee Trigger Date in the name of the
Nominee or HVF and following the RCFC Nominee Trigger Date in the name of the Nominee, HVF or
RCFC (or the name of RCFC as such name may be modified by or in connection with any conversion in
respect of RCFC’s corporate form) and (ii) the Certificates of Title with respect to the HVF Series 2013-
G1 Eligible Vehicles constituting Series 2013-G1 HVF Segregated Liened Vehicle Collateral show a first
lien in the name of the Collateral Agent, except for such exceptions as may be set forth in such report.
Annual Tax Statements
On or before January 31 of each calendar year, HVF will furnish to each Person who at any time during
the preceding calendar year was an HVF Series 2013-G1 Noteholder a statement prepared by HVF
containing the information which is required to be contained in the monthly noteholders’ statement
delivered to each HVF Series 2013-G1 Noteholder aggregated for such calendar year or the applicable
portion thereof during which such Person was an HVF Series 2013-G1 Noteholder, together with such
other customary information (consistent with the treatment of the HVF Series 2013-G1 Note as debt) as
HVF deems necessary or desirable to enable the Group I Noteholders to prepare their tax returns.
Additional Information
HVF will promptly furnish to the HVF Trustee such other information relating to the HVF Series 2013-
G1 Note as, and in such form as, the HVF Trustee may reasonably request in connection with the
transactions contemplated by the HVF Series 2013-G1 Supplement.
Reporting under the HVF Series 2013-G1 Lease
Pursuant to the HVF Series 2013-G1 Lease, each lessee pursuant to the HVF Series 2013-G1 Lease has
agreed to furnish, or cause to be furnished to HVF and the HVF Trustee (in accordance with GAAP, if
financial data):
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 for so long as Hertz is not a reporting company (within the meaning of the Securities Exchange
Act of 1934 and the rules of the SEC promulgated thereunder), within one hundred twenty (120)
days after the end of each of Hertz’s fiscal years, information equivalent to that which would be
required to be included in the financial statements contained in an Annual Report on Form 10-K
if Hertz were a reporting company, including consolidated financial statements consisting of a
balance sheet of Hertz and its consolidated subsidiaries as at the end of such fiscal year and
statements of income, stockholders’ equity and cash flows of Hertz and its consolidated
subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for
the preceding fiscal year (if applicable), certified by and containing an opinion, unqualified as to
scope, of a firm of independent certified public accountants of nationally recognized standing
selected by Hertz and acceptable to HVF and the HVF Trustee;
 for so long as Hertz is not a reporting company (within the meaning of the Securities Exchange
Act of 1934 and the rules of the SEC promulgated thereunder), within sixty (60) days after the
end of each of the first three quarters of each of Hertz’s fiscal years, information equivalent to
that which would be required to be included in the financial statements contained in a Quarterly
Report filed on Form 10-Q if Hertz were a reporting company, including (x) financial statements
consisting of consolidated balance sheets of Hertz and its consolidated subsidiaries as at the end
of such quarter and statements of income, stockholders’ equity and cash flows of Hertz and its
consolidated subsidiaries for each such quarter, setting forth in comparative form the
corresponding figures for the corresponding periods of the preceding fiscal year (if applicable),
all in reasonable detail and certified (subject to normal year-end audit adjustments) by a senior
financial officer of Hertz as having been prepared in accordance with GAAP; and
 promptly after becoming aware thereof, (a) notice of the occurrence of any HVF Series 2013-G1
Potential Operating Lease Event of Default or HVF Series 2013-G1 Operating Lease Event of
Default, together with a written statement of an Authorized Officer of such lessee describing
such event and the action that such lessee proposes to take with respect thereto, and (b) notice of
any HVF Series 2013-G1 Amortization Event.
Reporting by Hertz in its Various Servicing Capacities
Hertz, as Collateral Servicer, will be required to maintain the Collateral Agent Records on each business
day and to furnish the Collateral Agent Report to the Collateral Agent on each business day. See
“Transaction Parties – The Hertz Corporation – Collateral Servicer”.
Hertz, as Nominee-Servicer, will be required to maintain and update records identifying the beneficial
owner of each vehicle subject to the Nominee Agreement and on each business day to furnish to the
Collateral Agent a report specifying the details of any transfer of beneficial ownership in any such vehicle
that occurred on the preceding business day. See “Transaction Parties – The Hertz Corporation –
Nominee-Servicer”.
Books and Records and Access to Information
Pursuant to the Base Indenture, the Issuer will keep proper books of record and account in which full, true
and correct entries will be made of all its dealings, transactions in relation to the Collateral and its
business activities sufficient to prepare financial statements in accordance with GAAP, and will permit
the Trustee to visit and inspect any of its properties, to examine and make abstracts from any of its books
and records and to discuss its affairs, finances and accounts with its officers and directors, all at such
reasonable times upon reasonable notice and as often as may reasonably be requested.
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Pursuant to the HVF Series 2013-G1 Supplement, HVF will keep proper books of record and account in
which full, true and correct entries will be made of all its dealings, transactions in relation to the HVF
Series 2013-G1 Indenture Collateral and its business activities sufficient to prepare financial statements in
accordance with GAAP, and will permit the HVF Trustee and the Trustee to visit and inspect any of its
properties, to examine and make abstracts from any of its books and records and to discuss its affairs,
finances and accounts with its officers and directors, all at such reasonable times upon reasonable notice
and as often as may reasonably be requested. In addition, HVF agrees to permit such access as is required
by the Issuer, as HVF Series 2013-G1 Noteholder, to comply with any inspection or access provisions set
forth in, and in accordance with, any Group I Related Documents.
Pursuant to the HVF Series 2013-G1 Lease, each lessee under the HVF Series 2013-G1 Lease has agreed
to:
 maintain complete and accurate books and records with respect to the HVF Series 2013-
G1Vehicles leased by it under the HVF Series 2013-G1 Lease and the other HVF Series 2013-
G1 Collateral;
 during regular business hours, upon reasonable prior notice from HVF, the HVF Trustee or the
Trustee (acting upon the written direction of the Required Series Noteholders with respect to any
Series of Group I Notes), permit HVF, the HVF Trustee or the Trustee (or their designees) to
examine and make copies of such books, records and documents in the possession or under the
control of such lessee relating to the HVF Series 2013-G1 Lease Vehicles leased by it under the
HVF Series 2013-G1 Lease and the other HVF Series 2013-G1 Collateral;
 permit any of HVF, the HVF Trustee, the Trustee (acting upon the written direction of the
Required Series Noteholders with respect to any Series of Group I Notes) or the Collateral Agent
(or their designees) to visit the office and properties of such lessee for the purpose of examining
such materials, and to discuss matters relating to the HVF Series 2013-G1 Lease Vehicles leased
by such lessee under the HVF Series 2013-G1 Lease with such lessee’s independent public
accountants or with any of the Authorized Officers of such lessee having knowledge of such
matters, all at such reasonable times and as often as HVF, the HVF Trustee, the Trustee or the
Collateral Agent may reasonably request;
 upon the request of HVF, the HVF Trustee or the Trustee (acting upon the written direction of
the Required Series Noteholders with respect to any Series of Group I Notes) from time to time,
make reasonable efforts (but not disrupt the ongoing normal course rental of HVF Series 2013-
G1 Lease Vehicles to customers) to confirm to HVF, the HVF Trustee and/or the Trustee the
location and mileage (as recorded in the Servicer’s computer systems) of each HVF Series 2013-
G1 Lease Vehicle leased by such lessee under the HVF Series 2013-G1 Lease and to make
available for HVF’s, the HVF Trustee’s and/or the Trustee’s inspection within a reasonable time
period such HVF Series 2013-G1 Lease Vehicle at the location where such HVF Series 2013-G1
Lease Vehicle is then domiciled; and
 during normal business hours and with prior notice of at least three (3) business days, make its
records pertaining to the HVF Series 2013-G1 Lease Vehicles leased by such lessee under the
HVF Series 2013-G1 Lease available to HVF, the HVF Trustee or the Trustee (acting upon the
written direction of the Required Series Noteholders with respect to any Series of Group I Notes)
for inspection at the location or locations where such lessee’s records are normally domiciled.
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Certain Additional Notices
Amortization Events
Pursuant to the Group I Supplement, within five (5) business days of any Authorized Officer of the Issuer
obtaining actual knowledge of any Potential Amortization Event or Amortization Event with respect to
any Series of Group I Notes Outstanding, the Issuer will give the Trustee and the Rating Agencies with
respect to each Series of Group I Notes Outstanding notice thereof, together with an Officer’s Certificate
of the Issuer setting forth the details thereof and any action with respect thereto taken or contemplated to
be taken by the Issuer.
Pursuant to the HVF Series 2013-G1 Supplement, within five (5) business days of any Authorized Officer
of HVF obtaining actual knowledge of (i) any HVF Series 2013-G1 Potential Amortization Event, HVF
Series 2013-G1 Amortization Event or any Group I Liquidation Event, or (ii) any default under any other
HVF Series 2013-G1 Collateral Agreement (other than any amortization event with respect to a series of
notes issued by HVF other than the HVF Series 2013-G1 Note), any HVF Series 2013-G1 Related
Documents or under any HVF Series 2013-G1 Manufacturer Program, HVF will give the HVF Trustee
notice thereof, together with an officer’s certificate of HVF setting forth the details thereof and any action
with respect thereto taken or contemplated to be taken by HVF.
Government Proceedings
Pursuant to the Base Indenture, within five (5) business days of any Authorized Officer of the Issuer
obtaining actual knowledge thereof, the Issuer will give the Trustee and the Rating Agencies written
notice of the commencement or existence of any proceeding by or before any Governmental Authority
against or affecting the Issuer that is reasonably likely to have a material adverse effect.
Pursuant to the HVF Series 2013-G1 Supplement, within five (5) business days of any authorized officer
of HVF obtaining actual knowledge thereof, HVF will give the HVF Trustee written notice of the
commencement or existence of any proceeding by or before any governmental authority against or
affecting HVF that is reasonably likely to have a material adverse effect.
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METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the purchase agreement relating to the Series
2015-3 Notes (the “Series 2015-3 Purchase Agreement”), among the Issuer, Hertz and the Initial
Purchasers, the Issuer has agreed to sell to the Initial Purchasers, and the Initial Purchasers have agreed,
subject to the terms and conditions set forth therein, to purchase, the entire initial principal amount of the
Purchased Notes. The Class D Notes will be retained by the Issuer or conveyed to an affiliate of the
Issuer.
The Series 2015-3 Purchase Agreement provides that the obligation of the Initial Purchasers
thereunder is subject to certain conditions precedent, and that the Initial Purchasers are committed to take
and pay for all of the Purchased Notes, if any are taken. The Initial Purchasers propose to initially offer
the Purchased Notes at the offering prices set forth below. After the initial offering, the offering prices
and other selling terms may be changed at any time without notice.
Purchased Notes Offering Price
Class A 99.97201%
Class B 99.99027%
Class C 99.95768%
The Series 2015-3 Purchase Agreement also provides that all of the Purchased Notes offered
hereby may be resold in the United States to qualified institutional buyers within the meaning of and in
reliance on Rule 144A and, solely in the case of the Class A/B/C Notes, outside the United States, to
persons other than U.S. persons, in offshore transactions in reliance on Regulation S.
The Series 2015-3 Notes have not been and will not be registered under the Securities Act and
may not be offered or sold within the United States except in certain transactions exempt from the
registration requirements of the Securities Act.
Prior to the offering, there has been no active market for the Series 2015-3 Notes. The Initial
Purchasers have advised the Issuer that they presently intend to make a market in the Purchased Notes.
The Initial Purchasers are not obligated, however, to make a market in the Series 2015-3 Notes and any
such market-making may be discontinued at any time at the sole discretion of the Initial Purchasers
without notice. Accordingly, no assurance can be given that any market for the Series 2015-3 Notes will
develop, or, if any such market develops, as to the liquidity of such market.
The Series 2015-3 Purchase Agreement provides that the Issuer and Hertz will indemnify the
Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or contribute to
payments the Initial Purchasers may be required to make in respect thereof. The Issuer will pay to the
Initial Purchasers an underwriting fee pursuant to the Series 2015-3 Purchase Agreement.
Each Initial Purchaser has represented and agreed that (i) it has not offered or sold and will not
offer or sell any Purchased Notes to persons in the United Kingdom prior to the expiry of the period of six
(6) months from the issue date of the Purchased Notes, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not resulted and will not result in
an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 or the Financial Services and Markets Act 2000 (the “FSMA”); (ii) it has only
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communicated or caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the meaning of section 21 of the
FSMA) received by it in connection with the issue or sale of any Offered Series 2015-3 Notes in
circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has complied
and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to such Purchased Notes in, from or otherwise involving the United Kingdom.
The Initial Purchasers may engage in over-allotment transactions, stabilizing transactions,

syndicate covering transactions and penalty bids with respect to the Series 2015-3 Notes in accordance
with Regulation M under the Exchange Act. Over-allotment transactions involve syndicate sales in
excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids
to purchase the Series 2015-3 Notes so long as the stabilizing bids do not exceed a specified maximum.
Syndicate covering transactions involve purchases of the Series 2015-3 Notes in the open market after the
distribution has been completed in order to cover syndicate short positions. Penalty bids permit the Initial
Purchasers to reclaim a selling concession from a syndicate member when the Series 2015-3 Notes
originally sold by such syndicate member are purchased in a syndicate covering transaction. Such over-
allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may
cause the prices of the Series 2015-3 Notes to be higher than they would otherwise be in the absence of
such transactions. Neither the Issuer nor the Initial Purchasers represent that the Initial Purchasers will
engage in any such transactions or that such transactions, once commenced, will not be discontinued
without notice at any time.
The Initial Purchasers and their affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory,
investment management, investment research, principal investment, hedging, financing and brokerage
activities. The Initial Purchasers and their affiliates from time to time have provided, or in the future may
provide, various investment and commercial banking and financial advisory services to Hertz Global
Holdings, Inc. and its affiliates and subsidiaries (including the Issuer), for which they have received, or in
the future will receive, customary fees and commissions and they expect to provide these services to
Hertz Global Holdings, Inc. and its affiliates and subsidiaries (including the Issuer) in the future, for
which they expect to receive customary fees and commissions. In addition, affiliates of the Initial
Purchasers from time to time have acted, or in the future may act, as agents and lenders to Hertz Global
Holdings, Inc. and its affiliates and subsidiaries (including the Issuer) under their respective credit
facilities and other asset based and asset backed financing arrangements, or as trustee under the indentures
governing their respective senior notes, for which services they have received, or in the future will
receive, customary compensation.
In the ordinary course of their various business activities, the Initial Purchasers and their affiliates
may make or hold a broad array of investments and actively trade debt and equity securities (or related
derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers, and such investment and securities activities may involve securities and/or
instruments of the Issuer, HVF, Hertz and Hertz Global Holdings, Inc. The Initial Purchasers and their
affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or instruments and may at any time hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
One or more of the Initial Purchasers or their affiliates are holders of a portion of the other Series
of Group I Notes (including the Series 2013-A Notes and the Series 2014-A Notes) and a Series of Group
II Notes. As described under “Use of Proceeds,” the proceeds from the issuance of the Series 2015-3
Notes may be used to pay the principal amount of other Series of Group I Notes that are then permitted or
required to be paid, and it is expected that a portion of such proceeds will be used to repay a Series of
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Group I Notes held in part by one or more affiliates of one or more joint lead book runners. As a result, a
portion of the proceeds from the issuance of the Series 2015-3 Notes is expected to be received by the
Initial Purchasers or their affiliates.
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RESTRICTIONS ON TRANSFER
Because of the following restrictions, purchasers are advised to consult legal counsel prior to
making any offer, resale, pledge or transfer of Series 2015-3 Notes.
Each prospective purchaser of Series 2015-3 Notes offered in reliance on Rule 144A (a “144A
Offeree”), by accepting delivery of this Offering Circular, will be deemed to have represented and agreed
as follows:
(1) Such 144A Offeree acknowledges that this Offering Circular is personal to such 144A
Offeree and does not constitute an offer to any other person or to the public generally to subscribe for or
otherwise acquire the Series 2015-3 Notes other than pursuant to Rule 144A or in offshore transactions in
accordance with Regulation S. Distribution of this Offering Circular, or disclosure of any of its contents
to any person other than such 144A Offeree and those persons, if any, retained to advise such 144A
Offeree with respect thereto and other persons meeting the requirements of Rule 144A or Regulation S, is
unauthorized, and any disclosure of any of its contents, without the prior written consent of the Issuer, is
prohibited.
(2) Such 144A Offeree agrees to make no photocopies of this Offering Circular or any
documents referred to herein and agrees not to distribute this Offering Circular or any documents referred
to herein (including through any electronic means) and, if such 144A Offeree does not purchase any
Series 2015-3 Notes or the offering is terminated, to return this Offering Circular and all documents
referred to herein to an Initial Purchaser and to destroy all electronic copies of this Offering Circular and
all documents referred to herein in its possession.
Each purchaser of any Series 2015-3 Notes offered and sold by the Initial Purchasers or through
direct placements by the Issuer outside the United States to persons other than U.S. persons (as such term
is defined in Regulation S) in reliance on Regulation S under the Securities Act will be deemed to have
represented and agreed that at the time the buy order for such Series 2015-3 Notes was originated, such
purchaser was outside the United States and was not a U.S. person (and was not purchasing for the
account or benefit of a U.S. person) within the meaning of Regulation S. For the avoidance of doubt, no
Class D Notes will be offered and sold by the Initial Purchasers or through direct placements by the Issuer
outside the United States to persons other than U.S. persons (as such term is defined in Regulation S) in
reliance on Regulation S, and the Class D Notes will only be offered and sold by the Initial Purchasers or
through direct placements by the Issuer to qualified institutional buyers (as defined in Rule 144A) in
transactions meeting the requirements of Rule 144A.
Each purchaser of any Series 2015-3 Notes offered and sold in reliance on Rule 144A will be
deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Rule
144A are used herein as defined therein): (1) The purchaser (A) is a qualified institutional buyer, (B) is
aware that the sale to it is being made in reliance on Rule 144A and (C) is acquiring such Series 2015-3
Note for its own account or for the account of a qualified institutional buyer with respect to which it
exercises sole investment discretion.
Each purchaser of any Series 2015-3 Notes will be deemed to have represented, agreed and
understand as follows (terms used in this paragraph that are defined in Rule 144A or in Regulation S are
used herein as defined therein):
(1) The Series 2015-3 Notes are being offered in a transaction not involving any public offering
in the United States within the meaning of the Securities Act, the Series 2015-3 Notes have not been
registered under the Securities Act and that (A) such Series 2015-3 Notes may be offered, resold, pledged
196
or otherwise transferred only (i) to the Issuer, (ii) to a person who the seller reasonably believes is a
qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule
144A, (iii) solely in the case of the Class A/B/C Notes, outside the United States to a person other than a
U.S. person (as defined in Regulation S under the Securities Act) in a transaction meeting the
requirements of Regulation S under the Securities Act or (iv) solely in the case of the Class A/B/C Notes,
in a transaction exempt from the registration requirements of the Securities Act and the applicable
securities laws of any State of the United States and any other jurisdiction, in each such case in
accordance with the Series 2015-3 Indenture and any applicable securities laws of any State of the United
States and (B) the purchaser will, and each subsequent holder of a Series 2015-3 Note is required to,
notify any subsequent purchaser of a Series 2015-3 Note of the resale restrictions set forth in (A) above.
(2) The Class A/B/C Notes will bear the following legends to the extent indicated:
(A) The Class A/B/C Notes represented by 144A Global Notes will
bear a legend substantially to the following effect:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH
ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING II LP (“HVF II”), (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”)
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
RIGHT OF HVF II, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO IT.
(B) The Class A/B/C Notes represented by Regulation S Global

Notes will bear a legend substantially to the following effect:
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES
THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING II LP (“HVF
II”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND
197
POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE
OF SECURITIES AND ONLY (1) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2)
PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE
SECURITIES ACT OR (3) TO HVF II.
(C) All Class A/B/C Notes represented by Global Notes will bear a
legend substantially to the following effect:
A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN

MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT EITHER
(I) IT IS NOT AND IS NOT ACTING ON BEHALF OF, OR USING THE ASSETS OF
(A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED
IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “INTERNAL REVENUE CODE”), THAT IS SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE, (C) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY
(WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R.
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (D) ANY
GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO
ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL
REVENUE CODE (“SIMILAR LAW”) OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE ASSETS OF ANY SUCH PLAN, OR (II) (A) THE TRANSFEREE
IS ACQUIRING CLASS A NOTES, CLASS B NOTES OR CLASS C NOTES AND (B)
ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH
NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-
EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE INTERNAL REVENUE CODE (OR RESULT IN A NON-
EXEMPT VIOLATION OF ANY SIMILAR LAW).
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55
WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC TO HVF II OR THE REGISTRAR, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
198
BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER,
CEDE & CO., HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH

OWNER OF A BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE
NOTES AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL, STATE, AND
LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY
OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
(3) The Class D Notes will bear a legend substantially to the following effect:
ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH NOTE ONLY (A) TO HERTZ VEHICLE FINANCING II LP (“HVF II”) OR (B)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.
A PROSPECTIVE TRANSFEREE OF THE CLASS D NOTES OR ANY INTEREST

THEREIN MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT)
THAT IT IS NOT AND IS NOT ACTING ON BEHALF OF, OR USING THE ASSETS
OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
ERISA, THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE, THAT IS SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE, (C) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY
(WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R.
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (D) ANY
GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO
ANY SIMILAR LAW OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
ASSETS OF ANY SUCH PLAN.
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55
WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC TO HVF II OR THE REGISTRAR, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
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REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER,
CEDE & CO., HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH

OWNER OF A BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE
NOTES AS INDEBTEDNESS FOR APPLICABLE U.S. FEDERAL, STATE, AND
LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY
OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
(4) Any information the purchaser desires concerning the Issuer, the Series 2015-3 Notes or any
other matter relevant to its decision to purchase the Series 2015-3 Notes is or has been made available to
it.
In addition, each Series 2015-3 Noteholder (other than initial purchasers that are Benefit Plans or
Controlling Persons and are permitted to acquire Class D Notes in accordance with the terms hereunder
(each, an “Initial ERISA Class D Noteholder”)), by its acceptance of a Series 2015-3 Note, and each
Series 2015-3 Note Owner (other than the Initial ERISA Class D Noteholders), by its acceptance of a
beneficial interest in a Series 2015-3 Note, will be deemed to have represented and warranted that either
(i) it is not acquiring or holding the Series 2015-3 Notes (or any interest therein) for or on behalf, or with
the assets, of any Benefit Plan or a Controlling Person, or (ii) with respect to any acquisition and holding
of Class A Notes, Class B Notes or Class C Notes, its acquisition and holding of such Series 2015-3
Notes or any interest therein will not constitute a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Laws. Each initial
purchaser of a Class D Note will be required to represent and warrant (x) as to its status as a Benefit Plan
or Controlling Person, (y) that it will not transfer such Class D Note to a transferee unless such transferee
delivers a letter of representation to the Trustee and the Servicer that it is not a Benefit Plan or a
Controlling Person and will not transfer its interest in such Class D Note to a Benefit Plan or Controlling
Person and (z) that its acquisition and holding of such Class D Notes or any interest therein will not
constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
or a similar violation of any applicable Similar Laws.
In addition, in the case of the Class D Notes, such purchaser agrees on its own behalf and on behalf of any
investor account for which it is purchasing the Class D Notes (A) either (I) the beneficial owner of such
Class D Note is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S
corporation or grantor trust (each such entity a “flow-through entity”) or (II) if such beneficial owner is or
becomes a flow-through entity, then (x) none of the direct or indirect beneficial owners of any of the
interests in such beneficial owner of Class D Notes has or ever will have more than 50% of the value of
its interest in such beneficial owner attributable to the interest of such beneficial owner in the Class D
Notes, any other Series 2015-3 Notes, other interest (direct or indirect) in the Issuer, or any interest
created under the Base Indenture, the Group I Supplement or the Series 2015-3 Supplement and (y) it is
not and will not be a principal purpose of the arrangement involving the investment of such beneficial
owner in any Class D Note to permit any partnership to satisfy the 100 partner limitation of Section
1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations necessary for such partnership not to be classified as a
publicly traded partnership under the Internal Revenue Code, (B) such beneficial owner will not sell,
assign, transfer, pledge or otherwise convey any partial interest or participating interest in any Series
2015-3 Note, or purchase or enter into any financial instrument or contract the value of which is
determined by reference in whole or in part to any Series 2015-3 Note, (C) such beneficial owner is not
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acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Class D Note
(or interest therein) or cause any Class D Note (or interest therein) to be marketed on or through an
“established securities market” within the meaning of Section 7704(b) of the Internal Revenue Code,
including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell
quotations, and (D) such beneficial owner is a “United States person” within the meaning of Section
7701(a)(30) of the Internal Revenue Code. Any transfer to a purchaser in violation of the deemed
representation in this paragraph will be void ab initio.
Each transferee of a Class D Note or any beneficial interest therein will deliver to the Trustee and the
Servicer (A) a letter of representation representing to the Issuer, the Servicer, any prior purchasers and the
Trustee that (1) for so long as it holds such Class D Note (or a beneficial interest therein), it is not, and
will not acquire such Class D Note or interest therein on behalf of, or with the assets of, any person that is
classified for U.S. federal income tax purposes as a partnership, subchapter S corporation or grantor trust,
or (2)(I) none of the direct or indirect beneficial owners of any interest in such transferee have or ever will
have more than 50% of the value of its interest in such transferee attributable to the aggregate interest in
such transferee in the combined value of the Class D Notes and any other interests of the issuing entity
held by such transferee, and (II) it is not and will not be a principal purpose of the arrangement involving
the investment of such transferee in the Class D Notes and any equity interests of the issuing entity to
permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-
1(h)(1)(ii), or (B) a written opinion of nationally recognized U.S. tax counsel that such transfer will not
cause the issuing entity to be treated as a publicly traded partnership taxable as a corporation.
Each transferee of a Class D Note and any beneficial interest therein will deliver a letter of representation
to the Trustee and the Servicer representing to the Issuer, the Servicer, any prior purchasers and the
Trustee that, it will not sell, transfer, assign, participate, pledge or otherwise dispose of or cause to be
marketed any Class D Note or any equity interest in the issuing entity, (A) on or through an “established
securities market” within the meaning of Section 7704(b)(1) of the Code and Treasury Regulation Section
1.7704-1(b), including without limitation, an interdealer quotation system that regularly disseminates firm
buy or sell quotations or (B) if such acquisition would cause the combined number of holders of Class D
Notes and any equity interests in the issuing entity to be held by more than 90 persons.
Each transferee of a Class D Note or any beneficial interest therein will deliver a letter of representation
Trustee that it is, and will not acquire such Class D Note or interest therein on behalf of a person who is
not, a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code.
Each transferee of a Class D Note and any beneficial interest therein will deliver a letter of representation
Trustee that (i) it is not acquiring or holding the Class D Note (or any interest therein) for or on behalf of,
or with the assets of any Benefit Plan and (ii) it will not sell, transfer, assign, participate or otherwise
dispose of or cause to be marketed any Class D Note (or any interest therein) unless the transferee
delivers the letter described in the immediately preceding clause (i).
Each transferee of a Class D Note will not, at any time, offer to buy or offer to sell the Class D Notes by
any form of general solicitation or advertising, including, but not limited to, any advertisement, article,
notice or other communication published in any newspaper, magazine or similar medium or broadcast
over television or radio or at a seminar or meeting whose attendees have been invited by general
solicitations or advertising.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain U.S. federal income tax consequences of the purchase, ownership
and disposition of the Offered Series 2015-3 Notes by persons who acquire the Offered Series 2015-3
Notes pursuant to their initial offering at their initial offering prices. Except to the extent discussed
below, this summary does not purport to address U.S. federal income tax consequences that might be
relevant to certain types of holders such as dealers or traders in securities or currencies, banks and other
financial institutions, insurance companies, real estate investment trusts, regulated investment companies,
tax-exempt entities, grantor trusts, persons that hold the Offered Series 2015-3 Notes as part of a straddle,
hedge, conversion transaction or other integrated investment, U.S. Holders (as defined below) that have a
functional currency other than the U.S. dollar, persons liable for the alternative minimum tax, United
States expatriates, controlled foreign corporations, passive foreign investment companies and investors in
pass-through entities. In addition, this summary is generally limited to investors who hold the Offered
Series 2015-3 Notes as capital assets within the meaning of Section 1221 of the Code. Furthermore, this
summary does not address any tax consequences arising under the laws of any state, local or non-U.S.
jurisdiction or any estate, gift, alternative minimum or Medicare contribution tax consequences. The
summary is based on current provisions of the Code, Treasury regulations, and judicial or ruling
authority, all as in effect as of the date hereof and all of which are subject to change, possibly with
retroactive effect. Moreover, no ruling on any of the issues discussed below will be sought from the
Internal Revenue Service (the “IRS”). The opinion of counsel and other conclusions described below are
not binding on the IRS or the courts. As a result, the IRS might disagree with all or part of the discussion
below.
Prospective investors should consult their own tax advisers in determining the U.S. federal, state,
local, foreign income and other tax consequences to them of the purchase, ownership and
disposition of the Offered Series 2015-3 Notes as well as the tax consequences to them in light of
their particular circumstances.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of the Offered Series 2015-3 Notes
that is for U.S. federal income tax purposes (i) a citizen or resident alien individual of the U.S., (ii) a
corporation or other entity taxable as a corporation for U.S. federal income tax purposes created in or
organized under the laws of the U.S. or any political subdivision thereof, (iii) an estate the income of
which is subject to U.S. federal income taxation without regard to its source or (iv) a trust if (A) it is
subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to
control all substantial decisions of the trust or (B) it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person. A “Non-U.S. Holder” means a beneficial owner of
the Offered Series 2015-3 Notes that is an individual, corporation, estate or trust other than a U.S. Holder
or an individual subject to rules applicable to certain former citizens and residents of the U.S. If a
partnership holds Notes, the tax treatment of the partner will generally depend upon the status of the
partner and the activities of the partnership. Partners in a partnership holding Notes are urged to consult
their tax advisers.
The timing of payments of principal of the Offered Series 2015-3 Notes is largely dependent on the
timing of collections of cash generated by the Group I Leases and Group I Eligible Vehicles, and is not
pursuant to a fixed payment schedule. The Issuer intends to take the position that such variability in the
payments of principal of the Offered Series 2015-3 Notes should not cause the Offered Series 2015-3
Notes to be treated as contingent payment debt instruments for U.S. federal income tax purposes. The
Issuer’s determination that the Offered Series 2015-3 Notes will not be treated as contingent payment
debt instruments will be binding on a beneficial owner of an Offered Series 2015-3 Note unless such
beneficial owner of an Offered Series 2015-3 Note explicitly discloses its contrary position to the IRS in
the manner required by applicable Treasury regulations. The Issuer’s determination, however, is not
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binding on the IRS and if the IRS successfully challenged this position, the tax consequences of holding
and disposing of an Offered Series 2015-3 Note would differ materially from the consequences described
herein (e.g., a beneficial owner of an Offered Series 2015-3 Note may be required to accrue interest at a
higher rate and any gain on the disposition of an Offered Series 2015-3 Note may be treated as ordinary
interest income, rather than capital gain). The remainder of this discussion assumes that the Offered
Series 2015-3 Notes will not be treated as contingent payment debt instruments.
The Issuer’s Classification
Upon the issuance of the Offered Series 2015-3 Notes, Weil, Gotshal & Manges LLP, as the Issuer’s
special tax counsel (“Tax Counsel”), will deliver an opinion, subject to the assumptions and limitations
set forth therein, to the effect that, although there is no specific authority with respect to entities with a
capital structure similar to that of the Issuer’s, the Issuer will not be classified as an association (or as a
publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. The discussion
below assumes that this characterization is correct.
Treatment of the Offered Series 2015-3 Notes as Indebtedness
Pursuant to the Base Indenture, any entity or beneficial owner acquiring any interest in any Series 2015-3
Note by acceptance of such interest agrees or will be deemed to have agreed to treat the Series 2015-3
Notes as debt for U.S. federal income tax purposes. Upon issuance of the Offered Series 2015-3 Notes,
Tax Counsel will deliver an opinion, subject to the assumptions and limitations set forth therein, to the
effect that, although there is no specific authority with respect to the characterization for U.S. federal
income tax purposes of securities having terms similar to the Offered Series 2015-3 Notes, the Class A
Notes, Class B Notes and Class C Notes will and the Class D Notes should be characterized as debt for
U.S. federal income tax purposes. The discussion below assumes that this characterization is correct.
If, contrary to the opinion of Tax Counsel, the IRS were to assert successfully that the Offered Series
2015-3 Notes are not debt, but rather equity, the Issuer’s entity classification for U.S. federal income tax
purposes may be affected, and the amount and timing of income from the Offered Series 2015-3 Notes
could differ from the amount and timing of income that would be recognized by U.S. Holders if the
Offered Series 2015-3 Notes were respected as debt for U.S. federal income tax purposes. In addition, in
the case of Non-U.S. Holders, withholding tax might be imposed on payments on the Offered Series
2015-3 Notes if the Offered Series 2015-3 Notes are recharacterized as the Issuer’s equity for U.S. federal
income tax purposes. Prospective holders of Offered Series 2015-3 Notes should consult their tax
advisers regarding the tax consequences that could apply if the Offered Series 2015-3 Notes are
recharacterized as equity.
In the case of the Class D Notes, the tax opinion will reflect uncertainty as to their U.S. federal income
tax characterization. Although as described more fully above the Issuer and each Noteholder, including
each Class D Noteholder (and each beneficial owner of a Series 2015-3 Note), agree to treat the Series
2015-3 Notes for tax purposes as indebtedness, the IRS may assert that the Series 2015-3 Notes, or a
particular class of Series 2015-3 Notes, are not properly characterized as indebtedness for U.S. federal
income tax purposes. The courts and the IRS have held that, in certain circumstances, indebtedness issued
by a thinly capitalized entity should not be treated as indebtedness of that entity for U.S. federal income
tax purposes. Although it is not clear that the Issuer should be viewed as being thinly capitalized, the IRS
might contend that the Issuer is thinly capitalized and thus the Series 2015-3 Notes or a class of the Series
2015-3 Notes, in substance, represent equity of the Issuer. If the IRS were to contend successfully that
any class of Series 2015-3 Notes were not properly treated as indebtedness for U.S. federal income tax
purposes, such Series 2015-3 Notes might be treated as equity interests in the Issuer (any such Notes,
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“Recharacterized Notes”). Because of the subordination of the Class D Notes, any such attempted
recharacterization more likely would be successful, if at all, with respect to the Class D Notes.
As a partnership, the Issuer generally would not be subject to U.S. federal income tax, but each
Noteholder of Recharacterized Notes would be treated as a partner in a partnership and would be required
to separately take into account such Noteholder’s allocable share of income of the Issuer, calculated
according to such Noteholder’s respective ownership interest in the Issuer, whether or not corresponding
cash payments were received by such partners. In such event, however, the amount, timing and character
of income to a Noteholder of Recharacterized Notes would not generally be expected to materially differ
from that which a Noteholder would receive if such Noteholder’s Notes were not recharacterized. In
addition, the Issuer could be required to withhold tax with respect to allocations or distributions on
Recharacterized Notes held by Non-U.S. Holders, and could be liable for any failure to so withhold.
If the Series 2015-3 Notes were successfully recharacterized as equity interests, however, the Issuer may
be treated as a publicly traded partnership taxable as a corporation. If the Issuer were treated as a publicly
traded partnership taxable as a corporation, the Issuer would be subject to U.S. federal income tax at
corporate rates on its taxable income, substantially reducing cash flow that would otherwise be available
to make payments on the Series 2015-3 Notes.
The balance of the discussion below assumes that the characterization of the Series 2015-3 Notes as debt
for U.S. federal income tax purposes is correct.
Optional Prepayment of the Series 2015-3 Notes
Under applicable Treasury regulations, for purposes of determining the yield and maturity of the Series
2015-3 Notes, an unconditional option held by the Issuer to redeem all or part of the Series 2015-3 Notes
is deemed exercised if the Issuer’s exercise of the option would minimize the yield on the Series 2015-3
Notes. The Issuer will have the option to redeem any Class of Series 2015-3 Notes, in whole but not in
part, on any Payment Date on or after the Payment Date on which the aggregate outstanding principal
amount of such Class of Series 2015-3 Notes is less than or equal to 10% of the initial aggregate
outstanding principal amount of such Series 2015-3 Notes as of the Series 2015-3 Closing Date; provided
that, no Class of Series 2015-3 Notes may be redeemed if any senior class of Series 2015-3 Notes with
respect to such Class of Series 2015-3 Notes would remain outstanding immediately after giving effect to
such redemption. The prepayment price for the Series 2015-3 Notes will be equal to the aggregate
principal amount of the Series 2015-3 Notes plus accrued and unpaid interest. In addition, the Issuer has
the option to redeem any Class of Series 2015-3 Notes, in whole but not in part, for a redemption price
equal to 100% of the outstanding principal amount thereof plus a make-whole premium. Because the
Issuer’s options to prepay the Series 2015-3 Notes would not be expected to reduce the yield on the Series
2015-3 Notes if exercised, these prepayment options should be disregarded in determining the yield and
maturity of a Series 2015-3 Note.
U.S. Holders
Stated interest
It is expected that the stated interest with respect to the Offered Series 2015-3 Notes will constitute
interest payable at least annually at a single fixed rate. Consequently, the stated interest on the Offered
Series 2015-3 Notes should be characterized as “qualified stated interest” under applicable Treasury
regulations and the stated interest will be includible in the gross income of each U.S. Holder as ordinary
income at the time such payments are received or are accrued, in accordance with the U.S. Holder’s
method of tax accounting.
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Original issue discount
It is expected that the Offered Series 2015-3 Notes will be issued without original issue discount (“OID”).
If, however, any of the Offered Series 2015-3 Notes are issued with OID, each U.S. Holder will be
required to include the OID in its income over the term of the Offered Series 2015-3 Notes on a constant
yield basis, regardless of whether such U.S. Holder is a cash method or accrual method taxpayer.
Subject to a de minimis exception, the amount of OID, if any, with respect to an Offered Series 2015-3
Note is equal to the excess of its “stated redemption price at maturity” over its “issue price”. The “issue
price” of an Offered Series 2015-3 Note is the first price at which a substantial amount of the issue of
which such Offered Series 2015-3 Note is a part is sold for money. For purposes of determining the issue
price, sales to bond houses, brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers are ignored. The “stated redemption price at maturity” of
an Offered Series 2015-3 Note is the sum of all payments required to be made on the Offered Series
2015-3 Note other than “qualified stated interest” payments. Qualified stated interest is generally interest
that is payable based upon a single fixed rate or certain variable rates and that is unconditionally payable
at least annually.
OID is considered de minimis if it is less than 0.25% of the stated redemption price at maturity of an
Offered Series 2015-3 Note multiplied by its weighted average maturity. A U.S. Holder of an Offered
Series 2015-3 Note with de minimis OID must include such OID in income as principal payments on the
Offered Series 2015-3 Note are made. The includible amount with respect to each payment will be equal
to the product of the total amount of the Offered Series 2015-3 Note’s de minimis OID and a fraction, the
numerator of which is the amount of the principal payment made and the denominator of which is the
stated principal amount outstanding of the Offered Series 2015-3 Note. Any amount of de minimis OID
includible in income under the preceding sentence is treated as an amount received in retirement of the
debt instrument and thus as capital gain.
Sale, exchange, retirement or other taxable disposition of Series 2015-3 Notes
A U.S. Holder will recognize gain or loss on the sale, exchange, redemption or other taxable disposition
of an Offered Series 2015-3 Note. The amount of the gain or loss will be the difference between the
amount realized on the sale or other taxable disposition (other than accrued but unpaid interest, which will
be taxable as ordinary income to the extent not previously included in income) and the U.S. Holder’s
adjusted tax basis in the Offered Series 2015-3 Note. The adjusted tax basis of an Offered Series 2015-3
Note will be the U.S. Holder’s cost for the Offered Series 2015-3 Note, increased by any OID previously
included in income and decreased by any payments received by the U.S. Holder with respect to the
Offered Series 2015-3 Note other than payments of qualified stated interest. Any such gain or loss will
generally be capital gain or loss. If the U.S. Holder’s holding period for the Offered Series 2015-3 Note
is more than one year at the time of the sale or other taxable disposition, any such gain or loss will be
long-term capital gain or loss. A U.S. Holder that is an individual is generally subject to a lower rate of
U.S. federal income tax on long-term capital gains. The deductibility of capital losses is subject to
limitations.
Information reporting and backup withholding
Information reporting will apply to payments of interest and accruals of any OID on the Offered Series
2015-3 Notes and to the proceeds of the sale or other disposition of the Offered Series 2015-3 Notes
unless the U.S. Holder is an exempt recipient such as a corporation. Backup withholding (currently at a
rate of 28%) will apply to such payments if the U.S. Holder fails to provide a correct taxpayer
identification number and comply with certain certification procedures or otherwise establish an
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exemption from backup withholding. Backup withholding is not an additional tax. Any amounts
withheld under the backup withholding rules will be allowed as a refund or credit against the U.S.
Holder’s U.S. federal income tax liability if the required information is timely furnished to the IRS.
Non-U.S. Holders
Interest income
Subject to the discussion below under “–FATCA”, in general, payments of interest (including OID, if any)
on the Class A Notes, Class B Notes and Class C Notes to a Non-U.S. Holder will not be subject to U.S.
federal income tax withholding if the Non-U.S. Holder satisfies one of the following requirements:
 The Non-U.S. Holder provides a completed Form W-8BEN or Form W-8BEN-E (or other
applicable form or successor form) to the bank, broker or other intermediary through which the
Non-U.S. Holder holds its Notes, or if the Non-U.S. Holder holds the Class A Notes, Class B
Notes and Class C Notes directly, to the Issuer or the Issuer’s paying agent establishing an
exemption from withholding for “portfolio interest”.
 The Non-U.S. Holder holds the Class A Notes, Class B Notes and Class C Notes directly
through a qualified intermediary and the qualified intermediary has sufficient information in its
files indicating that the Non-U.S. Holder is not a U.S. person. A qualified intermediary is a
bank, broker or other intermediary that (i) is either a U.S. or non-U.S. entity, (ii) is acting out of
a non-U.S. branch or office and (iii) has signed an agreement with the IRS providing that it will
administer all or part of the U.S. federal tax withholding rules under specified procedures.
 The Non-U.S. Holder is entitled to an exemption from withholding tax on interest under a tax
treaty between the U.S. and the Non-U.S. Holder’s country of residence. To claim this
exemption, the Non-U.S. Holder must generally complete Form W-8BEN or Form W-8BEN-E
(or other applicable form or successor form) and claim this exemption on the form.
 The interest income on the Class A Notes, Class B Notes and Class C Notes is effectively
connected with the conduct of a trade or business by the Non-U.S. Holder in the U.S. (and, if
required by an applicable income tax treaty, attributable to a permanent establishment or fixed
base maintained by the Non-U.S. Holder in the U.S.). To claim this exemption, the Non-U.S.
Holder must complete Form W-8ECI (or other applicable form or successor form).
However, even if the Non-U.S. Holder meets one of these requirements, interest (including OID, if any)
paid to the Non-U.S. Holder will be subject to U.S. federal withholding tax (at a rate of 30%), under
certain limited circumstances, including if the Non-U.S. Holder owns, actually or constructively, 10% or
more of the Issuer’s total combined voting power, is a bank whose receipt of interest on a Class A Note, a
Class B Note and a Class C Note is described in Section 881(c)(3)(A) of the Code or is a controlled
foreign corporation related, directly or indirectly, to the Issuer through stock ownership. In those cases,
the Non-U.S. Holder will be exempt from U.S. federal withholding tax only if the Non-U.S. Holder is
eligible for a treaty exemption or if the interest income is effectively connected with the conduct by the
Non-U.S. Holder of a trade or business in the U.S. (and, if required by an applicable income tax treaty, is
attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the U.S.)
and the required certification is filed.
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Sale, exchange, retirement or other taxable disposition of Series 2015-3 Notes
Subject to the discussion below under “–FATCA”, in general, a Non-U.S. Holder will not be subject to
U.S. federal income tax on any gain realized on the sale, exchange, redemption or other taxable
disposition of the Class A Notes, Class B Notes and Class C Notes (except with respect to accrued but
unpaid interest, which will be taxable as described above under “–Interest income”) unless (i) the gain is
effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the U.S. (and, if
required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base
maintained by the Non-U.S. Holder in the U.S.), or (ii) the Non-U.S. Holder is an individual who is
present in the U.S. for one hundred eighty-three (183) days or more during the taxable year of disposition
and certain other requirements are satisfied.
U.S. trade or business
If a Non-U.S. Holder holds Class A Notes, Class B Notes and Class C Notes in connection with the
conduct of a trade or business by such Non-U.S. Holder in the U.S. (and, if required by an applicable
income tax treaty, such Class A Notes, Class B Notes and Class C Notes are attributable to a permanent
establishment or fixed base maintained by the Non-U.S. Holder in the U.S.), any interest (including OID,
if any) on the Class A Notes, Class B Notes and Class C Notes and any gain from disposing of the Class
A Notes, Class B Notes and Class C Notes will generally be subject to U.S. federal income tax on a net
income basis generally as if the Non-U.S. Holder were a U.S. person. If the Non-U.S. Holder is a
corporation, the income or gain might also be subject to a branch profits tax at a rate of 30%, or a lower
rate under an applicable treaty.
Information reporting and backup withholding
Except as described below, in general, a Non-U.S. Holder will be subject to information reporting but will
not be subject to backup withholding on payments of interest (including OID, if any) on the Class A
Notes, Class B Notes and Class C Notes. A Non-U.S. Holder might be required, however, to establish an
exemption from backup withholding by certifying its non-U.S. status on Form W-8BEN or Form W-
8BEN-E (or other applicable form or successor form). Failure to provide such certification could result in
backup withholding (currently at a rate of 28%). Backup withholding is not an additional tax. Amounts
withheld under the backup withholding rules will be allowed as a refund or credit against a Non-U.S.
Holder’s U.S. federal income tax liability if the required information is timely furnished to the IRS.
The proceeds of a sale, exchange, redemption or other taxable disposition of the Class A Notes, Class B
Notes and Class C Notes effected through a U.S. office of a broker will be subject to information
reporting and backup withholding unless the Non-U.S. Holder certifies its Non-U.S. status on Form W-
8BEN or Form W-8BEN-E (or other applicable form or successor form) or otherwise establishes an
exemption.
The proceeds of the sale, exchange, redemption or other taxable disposition of Class A Notes, Class B
Notes and Class C Notes effected through a foreign office of certain brokers will generally be subject to
information reporting, but not backup withholding. Reporting requirements apply if the broker is (i) a
U.S. person; (ii) a controlled foreign corporation; (iii) a foreign person 50% or more of whose gross
income from all sources for the three-year period ending with the close of its taxable year preceding the
payment was effectively connected with the conduct of a U.S. trade or business; (iv) a foreign partnership
with certain connections to the U.S.; or (v) a U.S. branch of a foreign bank or foreign insurance company.
Information reporting will not apply, however, if the broker has evidence in its records that the holder is a
non-U.S. person and the broker has no actual knowledge or reason to know that such evidence is false.
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FATCA
Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance issued
thereunder, which we refer to as "FATCA," impose a 30% withholding tax on any U.S.-source interest
and, beginning January 1, 2019, on the gross proceeds from a disposition of a debt obligation that
produces U.S.-source interest, in each case, if paid to a "foreign financial institution" or a "non-financial
foreign entity" (each as defined in the Code), including when acting as an intermediary, unless: (i) in the
case of a foreign financial institution, such institution enters into an agreement with the IRS to withhold
on certain payments, and to collect and provide to the IRS information regarding U.S. account holders of
such institution (which includes certain equity and debt holders of such institution, as well as certain
account holders that are non-U.S. entities with U.S. owners); (ii) in the case of a non-financial foreign
entity, such entity certifies that it does not have any "substantial U.S. owners" (as defined in the Code) or
provides the withholding agent with a certification identifying its direct and indirect substantial U.S.
owners; or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an
exemption from these rules. Foreign financial institutions located in jurisdictions that have an
intergovernmental agreement with the United States with respect to these rules may be subject to different
rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes.
The rules under FATCA are new and complex. Holders that hold the Offered Series 2015-3 Notes
through a non-U.S. intermediary or that are Non-U.S. Holders should consult their own tax advisors
regarding the implications of FATCA on an investment in the Offered Series 2015-3 Notes.
Persons considering the purchase of the Offered Series 2015-3 Notes should consult their own tax
advisers concerning the application of the U.S. federal tax laws to their particular situations as well
as any consequences arising under the laws of any other taxing jurisdiction.
CERTAIN ERISA CONSIDERATIONS
ERISA imposes certain requirements on employee benefit plans subject thereto, and on persons who are
fiduciaries with respect to such plans, and ERISA and Section 4975 of the Code impose other
requirements on such plans and on any individual retirement accounts and annuities subject thereto. A
person who exercises discretionary authority or control with respect to the management of assets of a
Benefit Plan (as defined below) will be considered a fiduciary of the Benefit Plan under ERISA. Section
406 of ERISA and Section 4975 of the Code prohibit (i) any “employee benefit plan” (as defined in
Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) any “plan” (as defined in Section
4975(e)(1) of the Code) that is subject to Section 4975 of the Code or (iii) any entity deemed to hold the
“assets” of any such employee benefit plan or plan (within the meaning of 29 C.F.R. Section 2510.3-101,
as modified by Section 3(42) of ERISA, or otherwise under ERISA) (each of (i), (ii) and (iii), a “Benefit
Plan”) from engaging in certain transactions with persons that are “parties in interest” under ERISA or
“disqualified persons” under the Code with respect to such Benefit Plan. A violation of these “prohibited
transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code
for such persons or the fiduciaries of the Benefit Plan. Therefore, before investing a portion of the assets
of any Benefit Plan in the Offered Series 2015-3 Notes, a Benefit Plan fiduciary should determine
whether such an investment is permitted under the governing Benefit Plan instruments and is appropriate
for the Benefit Plan in view of its overall investment policy and the composition and diversification of its
portfolio. Furthermore, a Benefit Plan fiduciary considering an investment in the Offered Series 2015-3
Notes should also consider whether such an investment is in accordance with the applicable provisions of
ERISA and/or the Code relating to the fiduciary’s duties to the Benefit Plan including, without limitation,
the prudence, delegation of control and prohibited transaction provisions of ERISA and the Code.
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Plan Assets Issues
Certain transactions involving the Issuer and certain other persons might be deemed to constitute
prohibited transactions under ERISA and Section 4975 of the Code with respect to a Benefit Plan that
purchases Offered Series 2015-3 Notes if the Issuer’s assets were deemed to be assets of the Benefit Plan.
Under United States Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42)
of ERISA (the “Plan Assets Regulation”), the Issuer’s assets would be treated as “plan assets” of a
Benefit Plan for the purposes of the fiduciary responsibility and prohibited transaction provisions of Title
I of ERISA and Section 4975 of the Code if the equity participation in the Issuer by Benefit Plans is
“significant” (i.e., 25 percent or more) in any class of security which constitutes an “equity interest” in the
Issuer and none of the exceptions contained in the Plan Assets Regulation were applicable. For purposes
of this determination, the value of equity interests held by a Person (other than a Benefit Plan) that has
discretionary authority or control with respect to the assets of the Issuer or that provides investment
advice for a fee (direct or indirect) with respect to such assets (or any “affiliate” of such a Person (as
defined in the Plan Assets Regulation)) is disregarded (any such Person, a “Controlling Person”). An
equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is
treated as indebtedness under applicable local law and which has no substantial equity features. Although
there is little guidance on the subject, the Issuer believes that, at the time of their issuance, the Class A
Notes, Class B Notes and Class C Notes should be treated as indebtedness without substantial equity
features for purposes of the Plan Assets Regulation. However, because there is no authority that clarifies
the standards used for Plan Assets Regulation purposes in evaluating the proper characterization of a
security as debt or equity, each prospective investor should make its own assessment as to whether or not
the Series 2015-3 Notes will be respected as debt for purposes of the Plan Assets Regulation, and should
consult with its own legal advisors concerning the potential consequences under the fiduciary
responsibility and prohibited transaction provisions of Title I of ERISA, Section 4975 of the Code and
any applicable Similar Law (as defined below) of an investment in Series 2015-3 Notes with the assets of
a Benefit Plan. In addition, the status of the Series 2015-3 Notes as indebtedness could be affected,
subsequent to their issuance, by certain changes in the Issuer’s structure or financial condition.
The Issuer intends to treat the Class D Notes as equity for ERISA and to restrict ownership of such Class
D Notes by the Initial ERISA Class D Noteholders to 25 percent of such class in the aggregate (excluding
from such calculation any Class D Notes held by Controlling Persons). No transferee or subsequent
purchaser of a Class D Note will be permitted to be a Benefit Plan. Each initial purchaser of a Class D
Note will be required to deliver to the Trustee and the Servicer a letter of representation substantially in
the form of Exhibit A hereto, which letter of representation will specify such initial purchaser’s status as a
Benefit Plan or Controlling Person and that it will not transfer such note to a transferee unless such
transferee delivers a letter of representation to the Trustee and the Servicer that it is not a Benefit Plan or a
Controlling Person and will not transfer its interest in such Note to a Benefit Plan or Controlling Person.
Initial purchases are ERISA eligible so long as Benefit Plans in the aggregate hold less than 25 percent of
the Class D Notes (excluding from such calculation any Class D Notes held by Controlling Persons). To
the extent that any initial purchases of Class D Notes will result in Benefit Plans owning 25% or more of
the Class D Notes (excluding from such calculation any Class D Notes held by Controlling Persons), such
initial purchases will be void ab initio. Nonetheless, there can be no assurance that, despite the restrictions
relating to purchases by or transfers to Benefit Plans and Controlling Persons, equity participation by
Benefit Plans in the Issuer will not be “significant.”
Prohibited Transactions Issues
Whether or not the Offered Series 2015-3 Notes are treated as an equity interest under the Plan Assets
Regulation, the acquisition or holding of the Offered Series 2015-3 Notes by or on behalf of a Benefit
Plan could be considered to give rise to a prohibited transaction if the Issuer, an Initial Purchaser, the
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Trustee, or any of their respective affiliates is or becomes a “party in interest” (within the meaning of
ERISA) or a “disqualified person” (within the meaning of the Code) with respect to such Benefit Plan.
Certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding
of the Offered Series 2015-3 Notes by a Benefit Plan depending on the type and circumstances of the
Benefit Plan fiduciary making the decision to acquire such Notes. Included among these exemptions,
each of which contains several conditions which must be satisfied before the exemption applies, are:
Prohibited Transaction Class Exemption (“PTCE”) 90-1, regarding investments by life insurance
company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment
funds; PTCE 84-14, regarding transactions effected by “qualified professional asset managers”; PTCE
95-60, regarding investments by insurance company general accounts; PTCE 96-23, regarding
transactions effected by certain “in house asset managers”; and Section 408(b)(17) of ERISA and Section
4975(d)(20) of the Code, regarding certain transactions with non-fiduciary service providers for
“adequate consideration”. There can be no assurance that all of the conditions of any such exemptions
will be satisfied.
Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain non-
U.S. plans and certain church plans (as defined in Section 3(33) of ERISA) are not subject to the
fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the
Code, but may be subject to other federal, state, local, non-U.S. or other laws or regulations that are
substantially similar to such provisions of ERISA or the Code (each a “Similar Law” and collectively,
“Similar Laws”) (such plans, together with Benefit Plans, are referred to herein as “Plans”).
Because of the foregoing, the Offered Series 2015-3 Notes should not be purchased or held by any person
investing “plan assets” of any Plan unless such purchase and holding will not constitute a non-exempt
prohibited transaction under ERISA and the Code or a violation of any applicable Similar Laws.
Accordingly, each Series 2015-3 Noteholder (other than the Initial ERISA Class D Noteholders), by its
acceptance of a Series 2015-3 Note, and each Series 2015-3 Note Owner (other than the Initial ERISA
Class D Noteholders), by its acceptance of a beneficial interest in a Series 2015-3 Note, will be deemed to
have represented and warranted that either (i) it is not acquiring or holding the Series 2015-3 Notes (or
any interest therein) for or on behalf, or with the assets, of any Benefit Plan or Controlling Person or (ii)
with respect to any acquisition and holding of Class A Notes, Class B Notes or Class C Notes, its
acquisition and holding of such Series 2015-3 Notes or any interest therein will not constitute a non-
exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar
violation of any applicable Similar Laws. Each initial purchaser of a Class D Note will be required to
represent and warrant (x) as to its status as a Benefit Plan or Controlling Person, (y) that it will not
transfer such Class D Note to a transferee unless such transferee delivers a letter of representation to the
Trustee and the Servicer that it is not a Benefit Plan or a Controlling Person and will not transfer its
interest in such Class D Note to a Benefit Plan or a Controlling Person and (z) its acquisition and holding
of such Class D Note or any interest therein will not constitute a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Laws.
The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the
complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt
prohibited transactions, it is particularly important that a plan fiduciary or other persons considering the
purchase of Series 2015-3 Notes with the assets of any Benefit Plan or plan subject to Similar Laws
should consult its legal advisers regarding whether the Issuer’s assets would be considered plan assets, the
possibility of exemptive relief from the prohibited transaction rules and other issues and their potential
consequences.
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LEGAL MATTERS
The validity of the Offered Series 2015-3 Notes and certain other matters governed by U.S.
federal and New York state law will be passed upon for the Issuer by Weil, Gotshal & Manges LLP.
Certain matters governed by Delaware state law will be passed upon for the Issuer by Richards, Layton &
Finger, P.A. Certain matters governed by U.S. federal and New York state law will be passed upon for
the Initial Purchasers by Latham & Watkins LLP.
GENERAL INFORMATION
The Offered Series 2015-3 Notes have been accepted for clearance through the facilities of DTC.
The Offered Series 2015-3 Notes represented by 144A Global Notes will bear the following
CUSIP numbers and ISIN numbers:
CUSIP Number ISIN Number
Class A Notes 42806D AH2 US42806DAH26
Class B Notes 42806D AJ8 US42806DAJ81
Class C Notes 42806D AK5 US42806DAK54
Class D Notes 42806D AL3 US42806DAL38
The Offered Series 2015-3 Notes represented by Regulation S Global Notes will bear the
following CUSIP numbers and ISIN Numbers:
CUSIP Number ISIN Number
Class A Notes U42808 AG7 USU42808AG76
Class B Notes U42808 AH5 USU42808AH59
Class C Notes U42808 AJ1 USU42808AJ16
CONFIDENTIAL INFORMATION
Each Series 2015-3 Note Owner, by its acceptance and holding of a beneficial interest in a Series 2015-3
Note, will agree to maintain the confidentiality of all Confidential Information in accordance with
procedures adopted by such Series 2015-3 Noteholder in good faith to protect confidential information of
third parties delivered to such person; provided that such person may deliver or disclose Confidential
Information to:
(i) such person’s directors, trustees, officers, employees, agents, attorneys, independent or
internal auditors and affiliates who agree to hold confidential the Confidential Information;
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(ii) such person’s financial advisors and other professional advisors who agree to hold
confidential the Confidential Information;
(iii) any other Series 2015-3 Note Owner;
(iv) any person of the type that would be, to such person’s knowledge, permitted to acquire an
interest in the Series 2015-3 Notes in accordance with the requirements of the Series 2015-3
Indenture to which such person sells or offers to sell any such interest in the Series 2015-3 Notes
or any part thereof and that agrees to hold confidential the Confidential Information in accordance
with the Series 2015-3 Indenture;
(v) any federal or state or other regulatory, governmental or judicial authority having jurisdiction
over such person;
(vi) the National Association of Insurance Commissioners or any similar organization, or any
nationally-recognized rating agency that requires access to information about the investment
portfolio or such person;
(vii) any reinsurers or liquidity or credit providers that agree to hold confidential the Confidential
Information;
(viii) any other person with the consent of the Issuer; or
(ix) any other person to which such delivery or disclosure may be necessary or appropriate (A) to
effect compliance with any law, rule, regulation, statute or order applicable to such person, (B) in
response to any subpoena or other legal process upon prior notice to the Issuer (unless prohibited
by applicable law or other requirement having the force of law), (C) in connection with any
litigation to which such person is a party upon prior notice to the Issuer (unless prohibited by
applicable law or other requirement having the force of law) or (D) if an Amortization Event with
respect to the Series 2015-3 Notes has occurred and is continuing, to the extent such person may
reasonably determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Series 2015-3 Notes, the
Series 2015-3 Indenture or any other document relating to the Series 2015-3 Notes.
Each Series 2015-3 Note Owner, by its acceptance of a beneficial interest in the Series 2015-3 Notes, will
agree, except as set forth in clauses (v), (vi) and (ix) above, that it will use the Confidential Information
for the sole purpose of making an investment in the Series 2015-3 Notes or administering its investment
in the Series 2015-3 Notes. In the event of any required disclosure of the Confidential Information by
such Series 2015-3 Note Owner, such Series 2015-3 Note Owner will agree to use reasonable efforts to
protect the confidentiality of the Confidential Information.
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GLOSSARY OF PRINCIPAL TERMS6
“144A Global Notes” means a Series 2015-3 Note sold to a Qualified Institutional Buyer under Rule
144A which shall initially be represented by a beneficial interest in a single restricted global note in fully
registered form, without interest coupons.
“Additional Spread Percentage” means, as of any date of determination, the greater of 1.00% or such
other percentage as HVF and the lessees under the HVF Series 2013-G1 Lease may from time to time
agree in writing shall be the Additional Spread Percentage, as evidenced by and in effect from the date of
delivery of a copy of such writing duly executed by HVF and such lessees to the HVF Trustee and the
Servicer.
“Additional Subsidies” means funds deposited in or held in any Exchange Account, any Joint Collection
Account or any Joint Disbursement Account other than funds that currently constitute Relinquished
Property Proceeds.
“Affiliate” means, with respect to any specified Person, another Person that directly or indirectly through
one or more intermediaries, controls or is controlled by or is under common control with the Person
specified. For purposes of this definition, “control” means the power to direct the management and
policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or
otherwise; and “controlled” and “controlling” have meanings correlative to the foregoing.
“Affiliate Issuer” means any special purpose entity that is an Affiliate of Hertz that has entered into
financing arrangements secured by one or more Series of Notes and has assigned all of its voting, consent
and control rights associated with such Notes ultimately to Persons that are not Affiliates of Hertz.
“Aggregate Group I Leasing Company Note Principal Amount” means, as of any date of determination,
the sum of the principal amount of all Group I Leasing Company Notes Outstanding as of such date.
“Aggregate Group I Principal Amount” means, as of any date of determination, the sum of the Principal
Amounts with respect to all Series of Group I Notes Outstanding as of such date.
“Aggregate Group I Series Adjusted Principal Amount” means, as of any date of determination, the sum
of the adjusted principal amounts with respect to each Series of Group I Notes (or any Class of such
Series of Group I Notes) Outstanding as of such date.
“Aggregate Indenture Principal Amount” means, as of any date of determination, the sum of the Principal
Amounts with respect to all Series of Notes Outstanding as of such date.
“Assumed Remaining Holding Period” means, as of any date of determination and with respect to any
HVF Series 2013-G1 Lease Vehicle that is an HVF Series 2013-G1 Non-Program Vehicle as of such
date, the greater of (a) the number of months remaining from such date until the then-expected
Disposition Date of such HVF Series 2013-G1 Lease Vehicle, as estimated by HVF (or its designee) on
such date in its sole and absolute discretion and (b) 1.
6
Unless otherwise stated, references in this Glossary of Principal Terms to an agreement include such
agreement as amended, modified, supplemented, and restated, and references to any Person include such
Person’s permitted successors and assigns.
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“Assumed Residual Value” means, as of any date of determination and with respect to any HVF Series
2013-G1 Lease Vehicle that is an HVF Series 2013-G1 Non-Program Vehicle as of such date, the
proceeds expected to be realized upon the disposition of such HVF Series 2013-G1 Lease Vehicle, as
estimated by HVF (or its designee) on such date in its sole and absolute discretion.
“Authorized Officer” means, as to any Affiliate of Hertz, any of (i) the President, (ii) the Chief Financial
Officer, (iii) the Treasurer, (iv) any Assistant Treasurer, or (v) any Vice President in the tax, legal or
treasury department, in each case of such Affiliate. An “Authorized Officer” of HVF II GP Corp. will be
deemed to be an “Authorized Officer” of the Issuer.
“Base Indenture” means the Amended and Restated Base Indenture, dated as of October 31, 2014,
between the Issuer and the Trustee, exclusive of Group Supplements and Series Supplements.
“Base Permitted Lien” means (i) Liens for current taxes not delinquent or for taxes being contested in
good faith and by appropriate proceedings, and with respect to which adequate reserves have been
established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s,
landlords’, warehousemen’s and carriers’ Liens, and other Liens imposed by law, securing obligations
that are not more than thirty (30) days past due or are being contested in good faith and by appropriate
proceedings and with respect to which adequate reserves have been established, and are being maintained,
in accordance with GAAP and (iii) Liens in favor of the Trustee pursuant to any Base Related Document
and Liens in favor of the Collateral Agent pursuant to the Collateral Agency Agreement.
“Base Related Documents” means the Base Indenture, the LP Agreement, the HVF II General Partner
Certificate of Incorporation and the by-laws of HVF II GP Corp., collectively.
“Base Rent” means, Monthly Base Rent and Final Base Rent, collectively.
“Basic Lease Vehicle Information” means the following terms specified by a Lessee in a Lease Vehicle
Acquisition Schedule pursuant to the HVF Series 2013-G1 Lease: a list of the vehicles such Lessee
desires to be made available by HVF to such Lessee for lease, and, with respect to each such vehicle, the
VIN, make, model, model year, and requested lease commencement date of each such vehicle.
“Beneficiary” means (a) each person or entity that has been designated as a “Beneficiary” with respect to
the Financing Source designated, in each case, pursuant to a Financing Source and Beneficiary
Supplement substantially in the form of an exhibit to the Collateral Agency Agreement and (b) if no
Beneficiary is designated pursuant to such Financing Source and Beneficiary Supplement, the Financing
Source designated in such Financing Source and Beneficiary Supplement.
“Benefit Plan” means (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject
to Title I of ERISA, (ii) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to
Section 4975 of the Code or (iii) any entity deemed to hold the “assets” of any such employee benefit
plan or plan (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of
ERISA, or otherwise under ERISA).
“Business Day” means any day other than a Saturday, Sunday or other day on which banks are authorized
or required by law to be closed in New York City, New York.
“Casualty” means, with respect to any HVF Series 2013-G1 Eligible Vehicle, that:
(a) such HVF Series 2013-G1 Eligible Vehicle is destroyed, seized or otherwise rendered
permanently unfit or unavailable for use, or
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(b) such HVF Series 2013-G1 Eligible Vehicle is lost or stolen and is not recovered for one
hundred eighty (180) days following the occurrence thereof.
“Casualty Payment Amount” means, with respect to any HVF Series 2013-G1 Lease Vehicle that suffers
a Casualty or becomes an Ineligible Vehicle, the result of (a) the Net Book Value of such HVF Series
2013-G1 Lease Vehicle as of the later of (i) such HVF Series 2013-G1 Lease Vehicle’s Vehicle Operating
Lease Commencement Date and (ii) the first day of the calendar month in which such HVF Series 2013-
G1 Lease Vehicle became a Casualty or became an Ineligible Vehicle minus (b) the Final Base Rent for
such HVF Series 2013-G1 Lease Vehicle.
“Certificates of Title” means, with respect to any vehicle, the certificate of title or similar evidence of
ownership applicable to such vehicle duly issued in accordance with the certificate of title act or other
applicable statute of the jurisdiction applicable to such vehicle.
“Class” means, with respect to any Series of Notes, any one of the classes of Notes of that Series of Notes
as specified in the applicable Series Supplement.
“Class A Deficiency Amount” means, as of any Payment Date, the excess, if any, of the Class A Monthly
Interest Amount over the amount available to pay such Class A Monthly Interest Amount.
“Class A Initial Principal Amount” means the aggregate initial principal amount of the Class A Notes,
which is $265,265,000.
“Class A Monthly Interest Amount” means (a) with respect to the initial Series 2015-3 Interest Period, an
amount equal to the product of (i) the Class A Note Rate, (ii) the Class A Initial Principal Amount, and
(iii) 18/360, and (b) with respect to each Series 2015-3 Interest Period thereafter, an amount equal to sum
of (i) the product of (A) one-twelfth of the Class A Note Rate, and (B) the Class A Principal Amount as
of the first day of such Series 2015-3 Interest Period, after giving effect to any principal payments made
on such date, plus (ii) the aggregate amount of any unpaid Class A Deficiency Amounts, after giving
effect to all payments made on the preceding Payment Date (together with any accrued interest on such
Class A Deficiency Amounts at the Class A Note Rate).
“Class A Note Rate” means 2.67% per annum.
“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.
“Class A Notes” means any one of the Series 2015-3 2.67% Rental Car Asset Backed Notes, Class A,
executed by HVF II and authenticated by or on behalf of the Trustee.
“Class A Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class
A Initial Principal Amount minus (b) the amount of principal payments made to the Class A Noteholders
on or prior to such date minus (c) the principal amount of any Class A Notes that have been delivered to
the Trustee for cancellation pursuant to the Group I Indenture and for which no replacement Class A Note
was issued on or prior to such date.
“Class A/B/C Notes” means the Class A Notes, the Class B Notes, and the Class C Notes, collectively.
“Class A/B/C/D Adjusted Liquid Enhancement Amount” means, as of any date of determination, the
Class A/B/C/D Liquid Enhancement Amount, as of such date, excluding from the calculation thereof the
amount available to be drawn under any Class A/B/C/D Defaulted Letter of Credit, as of such date.
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“Class A/B/C/D Adjusted Principal Amount” means, as of any date of determination, the excess, if any,
of (A) the Class A/B/C/D Principal Amount as of such date over (B) the Series 2015-3 Principal
Collection Account Amount as of such date.
“Class A/B/C/D Available L/C Cash Collateral Account Amount” means, as of any date of determination,
the amount of cash on deposit in and Series 2015-3 Permitted Investments credited to the Class A/B/C/D
L/C Cash Collateral Account as of such date.
“Class A/B/C/D Available Reserve Account Amount” means, as of any date of determination, the amount
of cash on deposit in and Series 2015-3 Permitted Investments credited to the Class A/B/C/D Reserve
Account as of such date.
“Class A/B/C/D Certificate of Credit Demand” means a certificate substantially in the form attached as an
annex to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Certificate of Preference Payment Demand” means a certificate substantially in the form
attached as an annex to a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Defaulted Letter of Credit” means, as of any date of determination, each Class A/B/C/D
Letter of Credit that, as of such date, an Authorized Officer of the Group I Administrator has actual
knowledge that:
(A) such Class A/B/C/D Letter of Credit is not in full force and effect (other than in
accordance with its terms or otherwise as expressly permitted in such Class A/B/C/D Letter of
Credit),
(B) an Event of Bankruptcy has occurred with respect to the Class A/B/C/D Letter of Credit
Provider of such Class A/B/C/D Letter of Credit and is continuing,
(C) such Class A/B/C/D Letter of Credit Provider has repudiated such Class A/B/C/D Letter
of Credit or such Class A/B/C/D Letter of Credit Provider has failed to honor a draw thereon
made in accordance with the terms thereof, or
(D) a Class A/B/C/D Downgrade Event has occurred and is continuing for at least thirty (30)
consecutive days with respect to the Class A/B/C/D Letter of Credit Provider of such Class
A/B/C/D Letter of Credit.
“Class A/B/C/D Demand Note” means each demand note made by Hertz (i) substantially in the form
attached to the Series 2015-3 Supplement or, (ii) if not substantially in the form attached to the Series
2015-3 Supplement, that satisfies the Rating Agency Condition and, in each case, pledged as series-
specific collateral for the Series 2015-3 Notes.
“Class A/B/C/D Demand Note Payment Amount” means, as of any date of determination, the excess, if
any, of (a) the aggregate amount of all proceeds of demands made on the Class A/B/C/D Demand Note
that were deposited into the Series 2015-3 Distribution Account and paid to the Series 2015-3
Noteholders during the one (1) year period ending on such date of determination over (b) the amount of
any Preference Amount relating to such proceeds that has been repaid to the Issuer (or any payee of the
Issuer) with the proceeds of any Class A/B/C/D L/C Preference Payment Disbursement (or any
withdrawal from any Class A/B/C/D L/C Cash Collateral Account); provided, however, that if an Event
of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the
lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred on or before
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such date of determination, the Class A/B/C/D Demand Note Payment Amount shall equal (i) on any date
of determination until the conclusion or dismissal of the proceedings giving rise to such Event of
Bankruptcy without continuing jurisdiction by the court in such proceedings (or on any earlier date upon
which the statute of limitations in respect of avoidance actions in such proceedings has run or when such
actions otherwise become unavailable to the bankruptcy estate), the Class A/B/C/D Demand Note
Payment Amount as if it were calculated as of the date of the occurrence of such Event of Bankruptcy and
(ii) on any date of determination thereafter, $0.
“Class A/B/C/D Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of
the related Class A/B/C/D Letter of Credit, (i) if such Person has a long-term senior unsecured debt rating
(or the equivalent thereof) from DBRS and DBRS is rating any Class of Series 2015-3 Notes at such time,
then a long-term senior unsecured debt rating (or the equivalent thereof) from DBRS of at least “A
(high)”, (ii) if such Person has a short-term senior unsecured debt credit rating (or the equivalent thereof)
from DBRS and DBRS is rating any Class of Series 2015-3 Notes at such time, then a short-term senior
unsecured debt credit rating (or the equivalent thereof) from DBRS of at least “R-1”, (iii) if such Person
has a long-term issuer default rating from Fitch and Fitch is rating any Class of Series 2015-3 Notes at
such time, then a long-term issuer default rating from Fitch of at least “A”, (iv) if such Person has a short-
term issuer default rating from Fitch and Fitch is rating any Class of Series 2015-3 Notes at such time,
then a short-term issuer default rating from Fitch of at least “F1”, (v) if such Person has a long-term
senior unsecured debt rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of
Series 2015-3 Notes at such time, then a long-term senior unsecured debt rating (or the equivalent
thereof) from Moody’s of at least “A1”, and (vi) if such Person has a short-term senior unsecured debt
credit rating (or the equivalent thereof) from Moody’s and Moody’s is rating any Class of Series 2015-3
Notes at such time, then a short-term senior unsecured debt credit rating (or the equivalent thereof) from
Moody’s of at least “P-1”.
“Class A/B/C/D L/C Cash Collateral Account” means an account established and maintained by the
Issuer with the Trustee, in the name of and under the control of the Trustee for the benefit of the Series
2015-3 Noteholders and titled “Class A/B/C/D L/C Cash Collateral Account”, including any successor or
replacement account
“Class A/B/C/D L/C Credit Disbursement” means an amount drawn under a Class A/B/C/D Letter of
Credit pursuant to a Class A/B/C/D Certificate of Credit Demand.
“Class A/B/C/D L/C Preference Payment Disbursement” means an amount drawn under a Class A/B/C/D
Letter of Credit pursuant to a Class A/B/C/D Certificate of Preference Payment Demand.
“Class A/B/C/D Letter of Credit” means an irrevocable letter of credit (i) substantially in the form
attached to the Series 2015-3 Supplement and issued by a Class A/B/C/D Eligible Letter of Credit
Provider in favor of the Trustee for the benefit of the Series 2015-3 Noteholders or (ii) if issued after the
Series 2015-3 Closing Date and not substantially in the form attached to the Series 2015-3 Supplement,
that satisfies the Series 2015-3 Rating Agency Condition.
“Class A/B/C/D Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the
sum of (i) the aggregate amount available to be drawn as of such date under the Class A/B/C/D Letters of
Credit, as specified therein, and (ii) if any Class A/B/C/D L/C Cash Collateral Account has been
established and funded pursuant to the Series 2015-3 Supplement, the Class A/B/C/D Available L/C Cash
Collateral Account Amount as of such date and (b) the aggregate undrawn principal amount of the Class
A/B/C/D Demand Note as of such date.
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“Class A/B/C/D Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of
(a) the aggregate amount available to be drawn as of such date under each Class A/B/C/D Letter of
Credit, as specified therein, and (b) if a Class A/B/C/D L/C Cash Collateral Account has been established
pursuant to the Series 2015-3 Supplement, the Class A/B/C/D Available L/C Cash Collateral Account
Amount as of such date.
“Class A/B/C/D Letter of Credit Provider” means each issuer of a Class A/B/C/D Letter of Credit.
“Class A/B/C/D Liquid Enhancement Amount” means, as of any date of determination, the sum of (a) the
Class A/B/C/D Letter of Credit Liquidity Amount and (b) the Class A/B/C/D Available Reserve Account
“Class A/B/C/D Liquid Enhancement Deficiency” means, as of any date of determination, the Class
A/B/C/D Adjusted Liquid Enhancement Amount is less than the Class A/B/C/D Required Liquid
Enhancement Amount as of such date.
“Class A/B/C/D Principal Amount” means, as of any date of determination, the sum of the Class A
Principal Amount, the Class B Principal Amount, the Class C Principal Amount and the Class D Principal
Amount, in each case, as of such date.
“Class A/B/C/D Required Liquid Enhancement Amount” means, as of any date of determination, an
amount equal to the product of (a) 2.25% and (b) the Class A/B/C/D Adjusted Principal Amount as of
such date.
“Class A/B/C/D Required Reserve Account Amount” means, with respect to any date of determination,
an amount equal to the greater of: (a) the excess, if any, of (i) the Class A/B/C/D Required Liquid
Enhancement Amount over (ii) the Class A/B/C/D Letter of Credit Liquidity Amount, in each case, as of
such date, excluding from the calculation of such excess the amount available to be drawn under any
Class A/B/C/D Defaulted Letter of Credit as of such date, and (b) the excess, if any, of (i) the Series
2015-3 Adjusted Asset Coverage Threshold Amount (excluding therefrom the Class A/B/C/D Available
Reserve Account Amount) over (ii) the Series 2015-3 Asset Amount, in each case as of such date.
“Class A/B/C/D Reserve Account” means the securities account established and maintained by the Issuer
with the Trustee, in the name of and under the control of the Trustee for the benefit of the Series 2015-3
Noteholders and titled the “Class A/B/C/D Reserve Account”, including any successor or replacement
account.
“Class A/B/C/D Reserve Account Deficiency Amount” means, as of any date of determination, the
excess, if any, of the Class A/B/C/D Required Reserve Account Amount for such date over the Class
A/B/C/D Available Reserve Account Amount for such date.
“Class B Deficiency Amount” means, as of any Payment Date, the excess, if any, of the Class B Monthly
Interest Amount over the amount available to pay such Class B Monthly Interest Amount.
“Class B Initial Principal Amount” means the aggregate initial principal amount of the Class B Notes,
which is $64,692,000.
“Class B Monthly Interest Amount” means, (a) with respect to the initial Series 2015-3 Interest Period, an
amount equal to the product of (i) the Class B Note Rate, (ii) the Class B Initial Principal Amount, and
of (i) the product of (A) one-twelfth of the Class B Note Rate, and (B) the Class B Principal Amount as of
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the first day of such Series 2015-3 Interest Period, after giving effect to any principal payments made on
such date, plus (ii) the aggregate amount of any unpaid Class B Deficiency Amounts, after giving effect
to all payments made on the preceding Payment Date (together with any accrued interest on such Class B
Deficiency Amounts at the Class B Note Rate).
“Class B Note Rate” means 3.71% per annum.
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.
“Class B Notes” means any one of the Series 2015-3 3.71% Rental Car Asset Backed Notes, Class B.
“Class B Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class
B Initial Principal Amount minus (b) the amount of principal payments made to Class B Noteholders on
or prior to such date minus (c) the principal amount of any Class B Notes that have been delivered to the
Trustee for cancellation pursuant to the Group I Indenture and for which no replacement Class B Note
“Class C Deficiency Amount” means, as of any Payment Date, the excess, if any, of the Class C Monthly
Interest Amount over the amount available to pay such Class C Monthly Interest Amount.
“Class C Initial Principal Amount” means the aggregate initial principal amount of the Class C Notes,
which is $20,043,000.
“Class C Monthly Interest Amount” means (a) with respect to the initial Series 2015-3 Interest Period, an
amount equal to the product of (i) the Class C Note Rate, (ii) the Class C Initial Principal Amount, and
of (i) the product of (A) one-twelfth of the Class C Note Rate, and (B) the Class C Principal Amount as of
the first day of such Series 2015-3 Interest Period, after giving effect to any principal payments made on
such date, plus (ii) the aggregate amount of any unpaid Class C Deficiency Amounts, after giving effect
to all payments made on the preceding Payment Date (together with any accrued interest on such Class C
Deficiency Amounts at the Class C Note Rate).
“Class C Note Rate” means 4.44% per annum.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in the Note Register.
“Class C Notes” means any one of the Series 2015-3 4.44% Rental Car Asset Backed Notes, Class C.
“Class C Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class
C Initial Principal Amount minus (b) the amount of principal payments made to Class C Noteholders on
or prior to such date minus (c) the principal amount of any Class C Notes that have been delivered to the
Trustee for cancellation pursuant to the Group I Indenture and for which no replacement Class C Note
“Class D Deficiency Amount” means, as of any Payment Date, the excess, if any, of the Class D Monthly
Interest Amount over the amount available to pay such Class D Monthly Interest Amount.
“Class D Initial Principal Amount” means the aggregate initial principal amount of the Class D Notes,
which is $21,156,000.
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“Class D Monthly Interest Amount” means (a) with respect to the initial Series 2015-3 Interest Period, an
amount equal to the product of (i) the Class D Note Rate, (ii) the Class D Initial Principal Amount, and
of (i) the product of (A) one-twelfth of the Class D Note Rate, and (B) the Class D Principal Amount as
of the first day of such Series 2015-3 Interest Period, after giving effect to any principal payments made
on such date, plus (ii) the aggregate amount of any unpaid Class D Deficiency Amounts, after giving
effect to all payments made on the preceding Payment Date (together with any accrued interest on such
Class D Deficiency Amounts at the Class D Note Rate).
“Class D Note Rate” means 5.33% per annum.
“Class D Noteholder” means the Person in whose name a Class D Note is registered in the Note Register.
“Class D Notes” means any one of the Series 2015-3 5.33% Rental Car Asset Backed Notes, Class D.
“Class D Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class
D Initial Principal Amount minus (b) the amount of principal payments made to Class D Noteholders on
or prior to such date minus (c) the principal amount of any Class D Notes that have been delivered to the
Trustee for cancellation pursuant to the Group I Indenture and for which no replacement Class D Note
“Class E Noteholder” means the Person in whose name a Class E Note is registered in the Note Register.
“Clearing Agencies” means DTC, Clearstream and Euroclear.
“Clearstream” means Clearstream Banking, société anonyme.
“Collateral” means, collectively, the Group-Specific Collateral with respect to each Group of Notes and
the Series-Specific Collateral with respect to each Series of Notes.
“Collateral Account” means a “securities account” as defined in Section 8-501 of the New York UCC, in
the name of the Collateral Agent (or, prior to the termination of the Master Exchange Agreement, the
joint name of the Collateral Agent and the Intermediary), bearing a designation clearly indicating that the
funds deposited therein are held for the respective benefits of the Beneficiaries as set forth in the
Collateral Agency Agreement and maintained (i) with a Qualified Institution or (ii) as a segregated trust
account with a Qualified Trust Institution.
“Collateral Agency Agreement” means the Fourth Amended and Restated Collateral Agency Agreement,
dated as of November 25, 2013, by and among HVF, as grantor, HGI, as grantor, DTG Operations, as
grantor, Hertz as grantor and collateral servicer, the Collateral Agent, as secured party, and those various
“Additional Grantors”, “Financing Sources” and “Beneficiaries” from time to time party thereto.
“Collateral Agent” means The Bank of New York Mellon Trust Company, N.A., in its capacity as
collateral agent under the Collateral Agency Agreement.
“Collateral Servicer” means Hertz.
“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or
otherwise, of that Person (a) with respect to any indebtedness, lease, dividend, letter of credit or other
obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another that such obligation of
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another will be paid or discharged, or that any agreements relating thereto will be complied with, or that
the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b)
under any letter of credit issued for the account of that Person or for which that Person is otherwise liable
for reimbursement thereof. Contingent Obligations shall include (a) the direct or indirect guarantee,
endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the obligation of another and (b) any
liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i)
to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases,
capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of
income or financial condition of another or (iii) to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement, if in the case of any
agreement described under subclause (i) or (ii) of this sentence the primary purpose or intent thereof is as
described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the
amount of the obligation so guaranteed or otherwise supported.
“Contractual Obligation” means, with respect to any Person, any provision of any security issued by that
Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or other
instrument to which that Person is a party or by which it or any material portion of its properties is bound
or to which it or any material portion of its properties is subject.
“Controlled Amortization Period” means, with respect to any Series of Group I Notes, the period
specified in the applicable Group I Series Supplement.
“Corresponding DBRS Rating” means, for each Equivalent Rating Agency Rating for any Person, the
DBRS rating designation corresponding to the row in which such Equivalent Rating Agency Rating
appears in the table set forth below.
Moody's S&P Fitch DBRS
Aaa AAA AAA AAA

Aa1 AA+ AA+ AA(H)
Aa2 AA AA AA
Aa3 AA- AA- AA(L)
A1 A+ A+ A(H)
A2 A A A
A3 A- A- A(L)
Baa1 BBB+ BBB+ BBB(H)
Baa2 BBB BBB BBB
Baa3 BBB- BBB- BBB(L)
Ba1 BB+ BB+ BB(H)
Ba2 BB BB BB
Ba3 BB- BB- BB(L)
B1 B+ B+ B-High
B2 B B B
B3 B- B- B(L)
Caa1 CCC+ CCC CCC(H)
Caa2 CCC CC CCC
Caa3 CCC- C CCC(L)
Ca CC CC(H)
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C CC
“DBRS” means DBRS, Inc.
“DBRS Equivalent Rating” means, with respect to any date and any Person with respect to whom DBRS
does not maintain a public Relevant DBRS Rating as of such date,
(a) if such Person has an Equivalent Rating Agency Rating from three of the Equivalent
Rating Agencies as of such date, then the median of the Corresponding DBRS Ratings for such
Person as of such date;
(b) if such Person has an Equivalent Rating Agency Rating from only two of the Equivalent
Rating Agencies as of such date, then the lower Corresponding DBRS Rating for such Person as
of such date; and
(c) if such Person has an Equivalent Rating Agency Rating from only one of the Equivalent
Rating Agencies as of such date, then the Corresponding DBRS Rating for such Person as of
such date.
“Definitive Notes” means definitive, fully registered Notes issued in the form of a paper certificate.
“Depreciation Charge” means, as of any date of determination, with respect to any HVF Series 2013-G1
Lease Vehicle that is a:
(a) HVF Series 2013-G1 Non-Program Vehicle as of such date, an amount at least equal to
the greatest of:
(i) 1.0%, or such lower percentage in respect of which the Rating Agency Condition with
respect to each Series of Group I Notes has been satisfied as of such date, in each case of the
Capitalized Cost of such HVF Series 2013-G1 Lease Vehicle as of such date;
(ii) (x) the excess, if any, of the Net Book Value of such HVF Series 2013-G1 Lease
Vehicle over the Assumed Residual Value of such HVF Series 2013-G1 Lease Vehicle, in each
case as of such date, divided by (y) the Assumed Remaining Holding Period with respect to such
HVF Series 2013-G1 Lease Vehicle, as of such date; and
(iii) such higher percentage of the Capitalized Cost of such HVF Series 2013-G1 Lease
Vehicle as of such date, selected by HVF in its sole and absolute discretion, that would cause the
weighted average of the “Depreciation Charges” (weighted by Net Book Value as of such date)
with respect to all HVF Series 2013-G1 Lease Vehicles that are HVF Series 2013-G1 Non-
Program Vehicles as of such date to be equal to or greater than 1.25%, or such lower percentage
in respect of which the Rating Agency Condition with respect to each Series of Group I Notes has
been satisfied as of such date, of the aggregate Capitalized Costs of such HVF Series 2013-G1
Lease Vehicles as of such date;
(b) HVF Series 2013-G1 Program Vehicle and such date occurs during the Estimation Period
for such HVF Series 2013-G1 Lease Vehicle, if any, the Initially Estimated Depreciation Charge
with respect to such HVF Series 2013-G1 Lease Vehicle, as of such date; and
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(c) HVF Series 2013-G1 Program Vehicle and such date does not occur during the
Estimation Period, if any, for such HVF Series 2013-G1 Lease Vehicle, the depreciation charge
(expressed as a monthly dollar amount) set forth in the related HVF Series 2013-G1
Manufacturer Program for such HVF Series 2013-G1 Lease Vehicle for such date.
The “Depreciation Charge” for any other Group I Eligible Vehicle for any date of determination will be
determined in accordance with the Group I Leasing Company Related Documents related to such Group I
Eligible Vehicle.
“Determination Date” means the date five (5) Business Days prior to each Payment Date.
“Disposition Date” means, with respect to any vehicle:
(i) if such vehicle was returned to a Manufacturer for repurchase pursuant to a Repurchase
Program, the Turnback Date with respect to such Vehicle;
(ii) if such vehicle was sold to the Manufacturer thereof pursuant to a Group I Guaranteed
Depreciation Program, the date on which the Manufacturer of such vehicle is obligated to
purchase such vehicle in accordance with the terms of such Group I Guaranteed Depreciation
Program with respect to such vehicle;
(iii) if such vehicle was sold to any Person (other than to the Manufacturer thereof pursuant to a
Group I Manufacturer Program) the date on which the proceeds of such sale are deposited in the
applicable Group I Leasing Company Collection Account or the applicable Exchange Account;
and
(iv) if such vehicle suffers a Casualty or becomes an Ineligible Vehicle (except as a result of a
sale thereof that would be included in any of clauses (i) through (iii) above), the day of the
calendar month on which such vehicle suffers a Casualty or becomes an Ineligible Vehicle.
“Disposition Proceeds” means, with respect to each HVF Series 2013-G1 Non-Program Vehicle or Group
I Non-Program Vehicle, the net proceeds from the sale or disposition of such HVF Series 2013-G1 Non-
Program Vehicle or Group I Non-Program Vehicle, as applicable, to any Person (other than any portion of
such proceeds payable by the Lessee thereof pursuant to the HVF Series 2013-G1 Lease or any Group I
Lease).
“DTC” means The Depository Trust Company.
“Due Date” means, with respect to any payment due from a Manufacturer or auction dealer in respect of a
Program Vehicle turned back for repurchase or sale pursuant to the terms of the related Manufacturer
Program, the ninetieth day after the Disposition Date for such vehicle.
“Early Program Return Payment Amount” means, with respect to each Payment Date and each HVF
Series 2013-G1 Lease Vehicle that (a) was an HVF Series 2013-G1 Program Vehicle as of its Turnback
Date, (b) the Turnback Date for which occurred during the Related Month with respect to such Payment
Date, and (c) the Turnback Date for which occurred prior to the Minimum Program Term End Date for
such HVF Series 2013-G1 Lease Vehicle, an amount equal to the excess, if any, of (i) the Net Book Value
of such HVF Series 2013-G1 Lease Vehicle (as of its Turnback Date) over (ii) the HVF Series 2013-G1
Repurchase Price received or receivable with respect to such HVF Series 2013-G1 Lease Vehicle (or that
would have been received but for a HVF Series 2013-G1 Manufacturer Event of Default, as applicable).
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“Enhancement” means, with respect to any Series of Notes, the rights and benefits provided to the
Noteholders of such Series of Notes pursuant to any letter of credit, surety bond, cash collateral account,
overcollateralization, issuance of subordinated Notes, spread account, guaranteed rate agreement,
maturity guaranty facility, tax protection agreement, interest rate swap, hedging instrument or any other
similar agreement.
“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.
“Equivalent Rating Agency Rating” means, with respect to any Equivalent Rating Agency and any Person
as of any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to
such Person as of such date.
“Escrow Agent” means Deutsche Bank Trust Company Americas.
“Escrow Agreement” means that certain Third Amended and Restated Escrow Agreement, dated as of
November 25, 2013, by and among the Escrow Agent, each Legal Entity and the Intermediary, pursuant
to which one or more Exchange Accounts and Joint Disbursement Accounts shall be maintained as
escrow accounts on behalf of the Legal Entities and any replacement of such agreement.
“Euroclear” means Euroclear Bank S.A./N.V. as operator of the Euroclear System.
“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if:
(a) a case or other proceeding shall be commenced, without the application or consent of
such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution,
winding up, or composition or readjustment of debts of such Person, the appointment of a
trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or
any substantial part of its assets, or any similar action with respect to such Person under any law
relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of
debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for at
least sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered
in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter
in effect;
(b) such Person shall commence a voluntary case or other proceeding under any applicable
bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now
or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or
for any substantial part of its property, or shall make any general assignment for the benefit of
creditors; or
(c) the board of directors of such Person (if such Person is a corporation or similar entity)
shall vote to implement any of the actions set forth in clause (b) above.
“Exchange” means each of a series of transactions pursuant to the Master Exchange Agreement, as
determined by the Exchangor, consisting of (i) a transfer or transfers of one or more Relinquished
Properties to one or more buyers by the Exchangor (through the Intermediary), (ii) the subsequent related
acquisition or acquisitions of one or more Identified Replacement Properties from one or more sellers by
the Exchangor (through the Intermediary), and (iii) the matching of such Relinquished Properties with
such Identified Replacement Properties by the Exchangor in order to create a separate and distinct
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exchange either (a) as described in the safe harbor of Section 4.01 of Rev. Proc. 2003-39 or (b) as
otherwise permitted by Internal Revenue Code Section 1031 and the applicable Treasury Regulations.
“Exchange Account” means any account established by the Intermediary pursuant to the Escrow
Agreement and (a) in the case of any HVF Exchange Account, maintained by the HVF Trustee, in the
joint name of the Intermediary and the Trustee pursuant to the HVF Base Indenture, (b) in the case of any
HVF Segregated Exchange Account relating to a particular HVF Segregated Series of Notes, maintained
by the HVF Trustee, in the joint name of the Intermediary and the Trustee pursuant to such HVF
Segregated Series Supplement or (c) in the case of any Hertz GE Exchange Account, maintained by the
collateral agent under the GE Collateral Agreement in the joint name of the Intermediary and such
collateral agent pursuant to the provisions of the GE Credit Agreement and the GE Collateral Agreement,
that (1) is used to receive Relinquished Property Proceeds and any Additional Subsidies and (2) is used to
provide such funds to another Exchange Account or a Joint Disbursement Account.
“Exchange Period” means, with respect to the Relinquished Property transferred in an Exchange, the
period beginning on the date such Relinquished Property is transferred to the Intermediary and ending at
midnight (New York City time) on the earlier of (a) the one hundred eightieth calendar day thereafter
(irrespective of whether such day is a weekend day or a holiday) or (b) the due date (including extensions)
for the Exchangor’s U.S. federal income tax return for the year in which the transfer of the Relinquished
Property takes place.
“Financial Asset” means a “financial asset” within the meaning of Section 8-102(a)(9) of the New York
UCC.
“Financing Document Relinquished Property Proceeds” means, with respect to each MEA Financing
Document, funds in the Joint Collection Accounts as of such Business Day representing Relinquished
Property Proceeds of Relinquished Property Subject to Liabilities and, with respect to each MEA
Financing Document, the portion of such Relinquished Property Proceeds that constitutes Related
Property with respect to such MEA Financing Document.
“Financing Documents” means (a) with respect to the HVF Trustee (as a Financing Source on behalf of
the HVF Series 2013-G1 Noteholder) and the Trustee (as the Beneficiary related thereto on behalf of the
Group I Notes), the Base Related Documents and the Group I Related Documents, and (b) with respect to
each other Financing Source and each other Beneficiary related thereto, any and all agreements,
indentures, instruments, leases, contracts and other arrangements identified in the Financing Source and
Beneficiary Supplement with respect to such Financing Source, as such agreements, indentures,
instruments, leases, contracts and other arrangements may be amended, supplemented, restated, extended
or otherwise modified from time to time in accordance with the terms thereof.
“Financing Source” means each Person or entity that has advanced funds or otherwise provided financing
(in any form) to a Grantor and who has been designated as a “Financing Source” pursuant to a Financing
Source and Beneficiary Supplement with respect to the Financing Documents identified therein. For the
avoidance of doubt, each person or entity named as a “Financing Source” in any Financing Source and
Beneficiary Supplement with respect to the Financing Documents identified therein shall be considered to
be a separate Financing Source even if such person or entity is also a party to the Collateral Agency
Agreement as a Financing Source with respect to a different set of Financing Documents identified in
another Financing Source and Beneficiary Supplement.
“Financing Source and Beneficiary Supplement” means a supplement to the Collateral Agency
Agreement, substantially in the form of an exhibit thereto.
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”Fitch” means Fitch Ratings, Inc.
“GAAP” means generally accepted accounting principles in the United States of America as in effect
from time to time set forth in the Accounting Codification Standards issued by the Financial Accounting
Standards Board, or in such other statements by such other entity as may be in general use by significant
segments of the accounting profession, that are applicable to the circumstances as of the date of
determination.
“GE Collateral Agreement” means the Domestic Guarantee and Collateral Agreement, dated as of
September 22, 2011, made by Hertz and certain of its subsidiaries in favor of Gelco Corporation dba GE
Fleet Services, as administrative agent and collateral agent.
“GE Credit Agreement” means the Credit Agreement, dated as of September 22, 2011, among Hertz and
Puerto Ricancars, Inc., as borrowers, the lenders from time to time parties thereto and Gelco Corporation
dba GE Fleet Services, as administrative agent, domestic collateral agent and PRUSVI collateral agent.
“Global Note” means a Series 2015-3 Note represented as a Regulation S Global Note or a 144A Global
Note, as applicable.
“Governmental Authority” means any Federal, state, local or foreign court or governmental department,
commission, board, bureau, agency, authority, instrumentality or regulatory body.
“Grantor” means each of Hertz, HVF, DTG Operations, HGI and each other grantor that is added as a
grantor pursuant to a supplement to the Collateral Agency Agreement.
“Group” or “Group of Notes” means a group of Notes established pursuant to the Base Indenture and the
applicable Group Supplement.
“Group I Accrued Amounts” means, with respect to any Series of Group I Notes (or any class of such
Series of Group I Notes), the amount, if any, specified in the applicable Group I Series Supplement.
“Group I Administration Agreement” means the Amended and Restated Group I Administration
Agreement, dated as of October 31, 2014, by and among the Group I Administrator, the Issuer and the
Trustee.
“Group I Administrator” means Hertz, in its capacity as the administrator under the Group I
Administration Agreement.
“Group I Aggregate Asset Amount Deficiency” means, as of any date of determination, the Group I
Aggregate Asset Coverage Threshold Amount as of such date is greater than the Group I Aggregate Asset
“Group I Asset Coverage Threshold Amount” has the meaning specified, with respect to each Series of
Group I Notes, in the Group I Series Supplement with respect to such Series of Group I Notes.
“Group I Back-up Administration Agreement” means that certain Group I Back-Up Administration
Agreement, dated as of November 25, 2013, by and among the Group I Administrator, the Issuer and
Lord, as back-up administrator.
“Group I Back-up Administrator” means Lord.
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“Group I Carrying Charges” means for any Payment Date, without duplication, the aggregate of:
(i) all Trustee fees and other fees and expenses and indemnity amounts, if any, payable by the
Issuer under the Group I Related Documents,
(ii) the Group I Percentage of all Trustee fees and other fees and expenses and indemnity
amounts, if any, payable by the Issuer under the Base Related Documents, and
(iii) the Group I Percentage of all other operating expenses of the Issuer (including any
management fees) arising in connection therewith, in each case, that have become payable since
the immediately preceding Determination Date and any such amounts that had become payable as
of such immediately preceding Determination Date and remain unpaid.
“Group I Collection Account” means a securities account established pursuant to the Group I Supplement
in the name of, and under the control of, the Trustee that is maintained for the benefit of the Group I
Noteholders, including any successor or replacement account.
“Group I Collections” means all payments on or in respect of the Group I Indenture Collateral.
“Group I Exchange Account” means (i) the Series 2013-G1 HVF Segregated Exchange Account with
respect to the HVF Series 2013-G1 Note and (ii) any Exchange Account that receives funds from a Joint
Collection Account or another Exchange Account relating solely to Relinquished Property Proceeds of
Group I Eligible Vehicles, including, in either case, any successor or replacement account.
“Group I Guaranteed Depreciation Program” means a contractual arrangement with a Group I

Manufacturer pursuant to which such Group I Manufacturer has agreed to: (a) cause Group I Eligible
Vehicles manufactured by it or one of its Affiliates that are turned back during a specified period to be
sold by the buyer, or any agent of the buyer, of such Group I Eligible Vehicle, (b) cause the proceeds of
any such sale to be deposited in a Collateral Account by the buyer, or any agent of the buyer, of such
Group I Eligible Vehicle, promptly following such sale and (c) pay to the Issuer or the Intermediary the
excess, if any, of the guaranteed payment amount with respect to any such Group I Eligible Vehicle
calculated as of the Group I Turnback Date in accordance with the provisions of such guaranteed
depreciation program over the amount deposited in a Collateral Account by the buyer, or any agent of the
buyer, of such Group I Eligible Vehicle pursuant to clause (b) above.
“Group I Indenture” means the Base Indenture together with the Group I Supplement.
“Group I Interest Collections” means on any date of determination, all Group I Collections that represent
interest payments on the Group I Leasing Company Notes plus any amounts earned on Group I Permitted
Investments in the Group I Collection Account that are available for distribution on such date.
“Group I Lease” means each of the HVF Series 2013-G1 Lease and each Additional Group I Lease, if
any.
“Group I Leasing Company” means each of HVF and each Additional Group I Leasing Company, if any.
“Group I Leasing Company Amortization Event” means, with respect to any Group I Leasing Company
Note, an “Amortization Event” as defined in the Group I Leasing Company Related Documents with
respect to such Group I Leasing Company Note.
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“Group I Leasing Company Collection Account” means (i) the HVF Series 2013-G1 Collection Account
and (ii) with respect to any Additional Group I Leasing Company Note, any “Collection Account” under
and as defined in the Group I Leasing Company Related Documents with respect to such Additional
Group I Leasing Company Note, including, in either case, any successor or replacement account.
“Group I Leasing Company Related Documents” means (i) with respect to the HVF Series 2013-G1 Note,
the HVF Series 2013-G1 Related Documents, and (ii) with respect to any other Group I Leasing
Company Note, the “Related Documents” under and as defined in the Additional Group I Leasing
Company Indenture pursuant to which such Group I Leasing Company Note was issued.
“Group I Leasing Company Trustee” means (i) with respect to the HVF Series 2013-G1 Note, the HVF
Trustee and (ii) with respect to any other Group I Leasing Company Note, the trustee designated
thereunder.
“Group I Lessee” means, as of any date of determination, each “Lessee” under any Group I Lease, in each
case as of such date.
“Group I Liquidation Event” has the meaning specified, with respect to each Series of Group I Notes, in
the applicable Group I Series Supplement.
“Group I Manufacturer” means each Person that has manufactured a Group I Eligible Vehicle.
“Group I Manufacturer Program” means, at any time, any Group I Repurchase Program or Group I
Guaranteed Depreciation Program that is in full force and effect with a Group I Manufacturer and that, in
any such case, satisfies the Required Contractual Criteria.
“Group I Non-Program Vehicle” means, as of any date of determination, a Group I Eligible Vehicle that
is not a Group I Program Vehicle as of such date.
“Group I Note Obligations” means all principal and interest, at any time and from time to time, owing by
the Issuer on the Group I Notes and all costs, fees and expenses payable by, or obligations of, the Issuer
under the Group I Indenture, the Group I Related Documents and/or the Group I Series Supplements.
“Group I Noteholder” means the Person in whose name a Group I Note is registered in the Note Register.
“Group I Notes” means each Series of Notes issued pursuant to the Group I Indenture and a Group I
Series Supplement.
“Group I Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Aggregate Group I Principal Amount as of such date and the denominator of
which is the Aggregate Indenture Principal Amount as of such date.
“Group I Permitted Investments” means (i) Permitted Investments and (ii) any other instruments or
securities, if each Rating Agency then rating any outstanding Series of Group I Notes at the request of the
Issuer will not have advised in writing that the investment in such instruments or securities will result in
the reduction or withdrawal of its then-current rating of such outstanding Series of Group I Notes.
“Group I Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
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in accordance with GAAP and (iii) Liens in favor of the Trustee pursuant to any Group I Related
Document or Base Related Document and Liens in favor of the Collateral Agent pursuant to the Collateral
Agency Agreement. Group I Permitted Liens shall be “Group Permitted Liens” with respect to the Group
I Notes.
“Group I Potential Leasing Company Amortization Event” means any occurrence or event that, with the
giving of notice, after all applicable grace periods have lapsed, would constitute a Group I Leasing
Company Amortization Event.
“Group I Principal Collections” means any Group I Collections other than Group I Interest Collections.
“Group I Program Vehicle” means, as of any date of determination, a Group I Eligible Vehicle that is a
“Program Vehicle” (as defined in the Group I Leasing Company Related Documents with respect to such
Group I Eligible Vehicle) as of such date. For the avoidance of doubt, HVF Series 2013-G1 Program
Vehicles are Group I Program Vehicles.
“Group I Related Documents” means the Group I Supplement, the Group I Administration Agreement,
the Group I Back-up Administration Agent Agreement, the Group I Back-Up Disposition Agreement, the
Group I Leasing Company Related Documents and, to the extent it relates to the Group I Eligible
Vehicles and the Related Master Collateral with respect thereto, the Collateral Agency Agreement.
“Group I Repurchase Program” means a program pursuant to which a Group I Manufacturer or one or
more of its Affiliates has agreed to repurchase (prior to any attempt to sell to an unaffiliated third party)
Group I Eligible Vehicles manufactured by such Group I Manufacturer or one or more of its Affiliates
during a specified period.
“Group I Required Noteholders” means, with respect to an amendment, waiver or other modification,
Group I Noteholders materially and adversely affected thereby holding not less than 66⅔% of the sum of
(a) the Aggregate Group I Principal Amount held by all Group I Noteholders materially and adversely
affected thereby and (b) the sum of the unutilized purchase commitments of all committed note
purchasers materially and adversely affected thereby (excluding, for the purposes of making the foregoing
calculation, any Group I Notes held by any Affiliate of the Issuer (other than an Affiliate Issuer));
provided, however, that, upon the occurrence and during the continuance of an Amortization Event with
respect to any Series of Group I Notes held by a committed note purchaser, the unutilized purchase
commitment of such committed note purchaser with respect to such Series of Group I Notes shall be
deemed to be zero.
“Group I Series Enhancement” means, with respect to any Series of Group I Notes, the rights and benefits
provided to the Group I Noteholders of such Series of Group I Notes pursuant to any letter of credit,
surety bond, cash collateral account, overcollateralization, issuance of Subordinated Series of Group I
Notes, spread account, guaranteed rate agreement, maturity guaranty facility, tax protection agreement,
interest rate swap, hedging instrument or any other similar arrangement.
“Group I Series Enhancement Provider” means the Person providing any Group I Series Enhancement as
designated in the applicable Group I Series Supplement, other than any Group I Noteholders the Group I
Notes of which are subordinated to any Class of the Group I Notes of the same Series of Group I Notes.
“Group I Series Supplement” means a series supplement to the Group I Supplement complying (to the
extent applicable) with the terms of the Group I Supplement.
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“Group I Series-Specific Collateral” means, with respect to any Series of Group I Notes, the collateral
specified in the related Group I Series Supplement as solely for the benefit of such Series of Group I
Notes.
“Group I Supplement” means the Amended and Restated Group I Supplement to the Amended and
Restated Base Indenture, dated as of October 31, 2014, between the Issuer and the Trustee.
“Group I Turnback Date” means, with respect to any Group I Program Vehicle, the date on which such
Group I Eligible Vehicle is accepted for return by a Group I Manufacturer or its agent pursuant to its
Group I Manufacturer Program and the Depreciation Charges cease to accrue pursuant to its Group I
Manufacturer Program.
“Group I/II Eligible Vehicle” means any Group I Eligible Vehicle or any vehicle in Group II that satisfies
Group II's corresponding eligibility criteria.
“Group I/II Final Base Rent” means (a) with respect to any Group I Eligible Vehicle, the Final Base Rent
with respect to such Group I Eligible Vehicle and (b) with respect to any vehicle in Group II that satisfies
Group II’s corresponding eligibility criteria, Group II’s corresponding measurement of “Final Base Rent”.
“Group I/II Net Book Value” means (a) with respect to any Group I Eligible Vehicle, the Group I Net
Book Value with respect to such Group I Eligible Vehicle and (b) with respect to any vehicle in Group II
that satisfies Group II’s corresponding eligibility criteria, Group II’s corresponding measurement of “Net
Book Value”.
“Group I/II Non-Program Vehicle” means any Group I Non-Program Vehicle or any non-program vehicle
in Group II that satisfies Group II's corresponding eligibility criteria.
“Group II Indenture” means the Base Indenture together with the Group II Supplement.
“Group II Notes” means each Series of Notes issued pursuant to the Group II Indenture and a Group II
Series Supplement.
“Group II Series Supplement” means a series supplement to the Group II Supplement complying (to the
extent applicable) with the terms of the Group II Supplement.
“Group II Supplement” means the Amended and Restated Group II Supplement to the Base Indenture,
dated as of June 17, 2015, between the Issuer and the Trustee.
“Group Permitted Lien” shall have the meaning, with respect to any Group, set forth in the Group
Supplement with respect to such Group.
“Group Related Documents” shall have the meaning, with respect to any Group, set forth in the Group
Supplement with respect to such Group.
“Group Supplement” means a group supplement to the Base Indenture complying (to the extent
applicable) with the terms of the Base Indenture.
“Group-Specific Collateral” means, with respect to any Group, the collateral specified in the related
Group Supplement as solely for the benefit of such Group of Notes.
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“Group-Specific Collection Account” shall have the meaning, with respect to any Group, set forth in the
Group Supplement with respect to such Group.
“Guarantor” means Hertz, in its capacity as guarantor under the HVF Series 2013-G1 Lease.
“Hertz” means The Hertz Corporation.
“Hertz Contribution Agreement” means the Contribution Agreement, dated as of December 21, 2005,
between Hertz and HVF.
“Hertz Exchange Account” means any Exchange Account into which funds from a Joint Collection
Account or another Exchange Account relating to Relinquished Property Proceeds from a Vehicle that
was owned by Hertz are deposited as described in the Master Exchange Agreement.
“Hertz GE Exchange Account” means the Hertz Exchange Account maintained pursuant to the provisions
of the GE Credit Agreement and the GE Collateral Agreement.
“Hertz Nominee Agreement” means the Vehicle Title Nominee Agreement, dated as of December 21,
2005, among Hertz, HVF and the Collateral Agent.
“Hertz Vehicles LLC Agreement” means the Third Amended and Restated Limited Liability Company
Agreement of Hertz Vehicles LLC, dated as of November 25, 2013.
“HFC Nominee Agreement” means the Vehicle Title Nominee Agreement, dated as of December 21,
2005, among Hertz Funding Corp., HVF, Hertz and the Collateral Agent.
“HFC Purchase Agreement” means the Purchase Agreement, dated as of December 21, 2005, between
Hertz Funding Corp. and HVF.
“HGI” means Hertz General Interest LLC, a Delaware limited liability company.
“HGI Exchange Account” means any Exchange Account (a) into which funds from a Joint Collection
Account or another Exchange Account relating to Relinquished Property Proceeds from a Vehicle that
was owned by HGI are deposited as described in the Master Exchange Agreement and (b) into which
funds from an HVF Exchange Account or a Hertz Exchange Account are deposited as described in the
Master Exchange Agreement.
“HGI Lease” means the Second Amended and Restated Master Motor Vehicle Operating Lease and
Servicing Agreement, dated as of December 21, 2005, between HGI, as lessor thereunder, and Hertz, as
lessee and as servicer.
“HVF” means Hertz Vehicle Financing LLC.
“HVF Administration Agreement” means the Amended and Restated Administration Agreement, dated as
September 18, 2009, by and among the Hertz, HVF and the HVF Trustee.
“HVF Aggregate Principal Amount” means the sum of the Principal Amounts with respect to all Series of
HVF Notes then Outstanding.
“HVF Assignment Agreement” means the agreement with respect to each Manufacturer and its
Manufacturer Program, entered into or to be entered into among Hertz, HGI, HVF and the Collateral
Agent and acknowledged by such Manufacturer, (a) (i) assigning to HGI certain of Hertz’s rights, title
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and interest in and to such Manufacturer’s Manufacturer Program as such rights, title and interest relate to
passenger automobiles and light-duty trucks purchased and to be purchased by HGI from such
Manufacturer under such Manufacturer Program and (ii) assigning from HGI to HVF those rights, title
and interest as they relate to passenger automobiles and light-duty trucks purchased by HVF from HGI
pursuant to the HVF Purchase Agreement, (b) assigning to the Collateral Agent, on behalf of the HVF
Trustee for the benefit of the holders of HVF Notes, HVF’s rights, title and interest therein and (c)
assigning to the Collateral Agent on behalf of Hertz, HGI’s rights, title and interest therein.
“HVF Base Indenture” means the Fourth Amended and Restated Base Indenture, dated as of November
25, 2013, between HVF and the HVF Trustee, exclusive of Series Supplements.
“HVF Credit Facility” means the Credit Agreement, in the form attached as Exhibit B to the HVF Base
Indenture, to be entered into between HVF and Hertz.
“HVF Enhancement Agreement” means any contract, agreement, instrument or document governing the
terms of any credit enhancement or pursuant to which any credit enhancement is issued or outstanding, in
each case with respect to a Series of HVF Indenture Notes.
“HVF Exchange Account” means any Exchange Account that receives funds from a Joint Collection
Account or another Exchange Account relating to Relinquished Property Proceeds from an HVF Vehicle
in the circumstances described in the Master Exchange Agreement.
“HVF II General Partner Certificate of Incorporation” means the Certificate of Incorporation of HVF II
GP Corp., dated as of September 27, 2013.
“HVF Indenture” means the HVF Base Indenture, together with all HVF Series Supplements.
“HVF Indenture Noteholder” means the Person in whose name an HVF Indenture Note is registered in the
HVF Note Register.
“HVF Indenture Notes” means the HVF Notes and the HVF Segregated Notes.
“HVF Lease” means the Third Amended and Restated Master Motor Vehicle Operating Lease and
Servicing Agreement, dated as September 18, 2009, between HVF, as lessor thereunder, and Hertz, as
lessee and as servicer.
“HVF Market Value Procedures” means, with respect to each calendar month and an HVF Series 2013-
G1 Non-Program Vehicle that experienced its Vehicle Operating Lease Commencement Date prior to the
first day of such calendar month and with respect to an HVF Series 2013-G1 Program Vehicle for which a
Market Value is required to be known during such calendar month pursuant to the HVF Series 2013-G1
Related Documents, on or prior to the Determination Date for such calendar month:
(a) HVF shall make one attempt (or cause the HVF Series 2013-G1 Administrator to make
one attempt) to obtain a Monthly NADA Mark for each such HVF Series 2013-G1 Eligible
Vehicle; and
(b) if no Monthly NADA Mark was obtained for any such HVF Series 2013-G1 Eligible
Vehicle described in clause (a) above upon such attempt, then HVF shall make one attempt (or
cause the HVF Series 2013-G1 Administrator to make one attempt) to obtain a Monthly
Blackbook Mark for any such HVF Series 2013-G1 Eligible Vehicle.
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“HVF Master Collateral” means HVF’s right, title and interest in the following security for the payment
of the respective obligations from time to time owing by HVF to each Financing Source (and the
Beneficiary related to such Financing Source, as assignee thereof) under the Financing Documents with
respect to such Financing Source, which security HVF has granted to the Collateral Agent under the
Collateral Agency Agreement for the benefit of each such Financing Source (and the Beneficiary related
to such Financing Source, as assignee thereof), solely to the extent constituting Related Master Collateral
with respect to each such Financing Source:
(a) all Vehicles owned by HVF and all certificates of title with respect thereto;
(b) all manufacturer programs to the extent they relate to such Vehicles and all monies due
and to become due in respect of such Vehicles from the manufacturers under or in connection
with the manufacturer programs (other than incentive and marketing assistance payments) and
all rights to compel performance and otherwise exercise remedies to the extent they relate to
such Vehicles thereunder and/or such monies due or to become due with respect thereto;
(c) each assignment agreement pursuant to which a manufacturer has consented to HVF
assigning its rights under such manufacturer’s manufacturer program to the Collateral Agent, to
the extent they relate to such Vehicles, including all rights, remedies, powers, privileges and
claims of HVF against any other party under or with respect to such assignment agreements to
the extent they relate to such Vehicles;
(d) the Nominee Agreement to the extent it relates to such Vehicles, including, without
limitation, all rights, remedies, powers, privileges and claims of HVF against any other party
under or with respect to the Nominee Agreement that relate to such Vehicles
(e) all payments and claims under insurance policies and warranties with respect to such
Vehicles;
(f) the Collateral Accounts, all monies on deposit from time to time in the Collateral
Accounts constituting proceeds from the disposition of or otherwise arising from, related to or in
respect of such Vehicles and all Permitted Investments from time to time credited to the
Collateral Accounts constituting proceeds from the disposition of or otherwise arising from,
related to or in respect of such Vehicles;
(g) the Master Exchange Agreement and the Escrow Agreement to the extent each agreement
relates to such Vehicles and all monies due and to become due to HVF thereunder in respect of
such Vehicles and all rights to compel performance and otherwise exercise remedies thereunder
with respect to such Vehicles to the extent such rights and remedies relate to such Vehicles, and
the right to enforce the Master Exchange Agreement and the Escrow Agreement and to give or
withhold any and all consents, requests, notices, directions, approvals, extensions or waivers
under or with respect to the Master Exchange Agreement or the Escrow Agreement or the
obligations of any party thereunder, in each case to the extent relating to such Vehicles; and
(h) all Proceeds of the foregoing (other than incentive and marketing assistance payments
payable by manufacturers under manufacturer programs);
provided that, the foregoing will not include any right, title or interest in, to or under any Relinquished
Property Rights, from the time such Relinquished Property Rights become Relinquished Property Rights
as a result of the assignment of the related Relinquished Property and the related rights with respect to
such Relinquished Property to the Intermediary pursuant to the Master Exchange Agreement, unless and
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until, in the case of Relinquished Property Proceeds, such Relinquished Property Proceeds are or become
Additional Subsidies.
“HVF Note” means one or more non-segregated Series of Rental Car Asset Backed Notes issued under
the HVF Indenture.
“HVF Note Register” means the register HVF will procure to be kept by the registrar appointed pursuant
to the HVF Base Indenture, which register provides for the registration of the HVF Indenture Notes and
the transfer and exchange thereof.
“HVF Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being contested in
arising in the ordinary course of business that are not more than thirty days past due or are being
contested in good faith and by appropriate proceedings and with respect to which adequate reserves have
been established, and are being maintained, in accordance with GAAP, (iii) Liens in favor of the HVF
Trustee pursuant to the HVF Indenture and Liens in favor of the Collateral Agent pursuant to the
Collateral Agency Agreement, and (iv) Liens in favor of an Enhancement Provider, provided, however,
that such Liens referred to in this clause (iv) are subordinate to the Liens in favor of the HVF Trustee and
the Collateral Agent and have been consented to by each of the HVF Trustee and the Collateral Agent.
“HVF Purchase Agreement” means the Second Amended and Restated Participation, Purchase and Sale
Agreement dated as of September 18, 2009, by and among HGI, HVF, the Servicer and the Lessee.
“HVF Related Documents” means, collectively, the HVF Base Indenture, the HVF Indenture Notes, the
HVF Purchase Agreement, the Hertz Contribution Agreement, the HFC Purchase Agreement, the
Nominee Agreement, the Hertz Nominee Agreement, the HFC Nominee Agreement, the Collateral
Agency Agreement, the Indemnification Agreement, the Hertz Vehicles LLC Agreement, the HVF Credit
Facility, any HVF Enhancement Agreement, the HVF Assignment Agreements, the HVF Administration
Agreement, certain agreements with depository institutions, any agreements relating to the issuance or the
purchase of any Series of HVF Indenture Notes, the HVF Lease, the supplemental documents relating to
the HVF Lease, the Master Exchange Agreement and the Escrow Agreement.
“HVF Segregated Exchange Account” means any Exchange Account that receives funds from a Joint
Collection Account or another Exchange Account relating to Relinquished Property Proceeds from an
HVF Segregated Vehicle that was pledged as HVF Series-Specific Collateral for a particular HVF
Segregated Series of Notes in the circumstances described in the Master Exchange Agreement; provided
that, unless otherwise specified in the applicable HVF Segregated Series Supplement, each HVF
Segregated Exchange Account shall receive funds relating solely to the HVF Series-Specific Collateral
for such HVF Segregated Series of Notes.
“HVF Segregated Noteholder” means the Person in whose name an HVF Segregated Note is registered in
the HVF Note Register.
“HVF Segregated Notes” means one or more segregated Series of Rental Car Asset Backed Notes issued
under the HVF Indenture.
“HVF Segregated Series 2013-G1 Document” means each HVF Series 2013-G1 Related Document
relating solely to the HVF Series 2013-G1 Note or the HVF Series 2013-G1 Collateral.
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“HVF Segregated Series Lease” means any lease relating to an HVF Segregated Series of Notes, among
HVF, as lessor thereunder, Hertz, as lessee and as servicer, and those other parties in those capacities as
specified therein.
“HVF Segregated Series of Notes” means one or more Series of HVF Segregated Notes, the series
supplement of which specifies that the related Series of HVF Indenture Notes will have collateral that is
to be solely for the benefit of the HVF Segregated Noteholders of such Series of HVF Segregated Notes.
“HVF Segregated Series Supplement” means any HVF Series Supplement relating to a Series of HVF
Segregated Notes.
“HVF Segregated Vehicle” means a passenger automobile, van or light-duty truck which is owned by
HVF and leased by HVF to any “Lessee” (as defined in the applicable HVF Segregated Series Lease)
pursuant to an HVF Segregated Series Lease.
“HVF Series 2013-1 Supplement” means the Series 2013-1 Supplement, dated as of January 23, 2013,
between HVF and the HVF Trustee.
“HVF Series 2013-G1 Administration Agreement” means the Amended and Restated Series 2013-G1
Administration Agreement, dated as of October 31, 2014, by and among the HVF Series 2013-G1
Administrator, HVF and the HVF Trustee.
“HVF Series 2013-G1 Administrator” means Hertz, in its capacity as the administrator under the HVF
Series 2013-G1 Administration Agreement.
“HVF Series 2013-G1 Advance Rate” means 95%.
“HVF Series 2013-G1 Aggregate Asset Amount” means, as of any date of determination, the amount
equal to the sum of each of the following:
(i) the aggregate Net Book Values of all HVF Series 2013-G1 Eligible Vehicles as of such date;
(ii) the aggregate amount of all HVF Series 2013-G1 Manufacturer Receivables as of such date;
(iii) the HVF Series 2013-G1 Cash Amount as of such date; and
(iv) the HVF Series 2013-G1 Due and Unpaid Lease Payment Amount as of such date.
“HVF Series 2013-G1 Asset Coverage Threshold Amount” means, as of any date of determination, an
amount equal to the HVF Series 2013-G1 Principal Amount as of such date divided by the HVF Series
2013-G1 Advance Rate.
“HVF Series 2013-G1 Back-up Administration Agreement” means the Series 2013-G1 Back-up
Administration Agreement, dated as of November 25, 2013, by and among Hertz, HVF, Lord and the
HVF Trustee.
“HVF Series 2013-G1 Back-up Administrator” means Lord.
“HVF Series 2013-G1 Back-up Disposition Agent” means Fiserv.
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“HVF Series 2013-G1 Back-up Disposition Agent Agreement” means the Series 2013-G1 Back-up
Disposition Agent Agreement, dated as of November 25, 2013, by and among Fiserv, Hertz and the HVF
Trustee.
“HVF Series 2013-G1 Carrying Charges” means, for any Payment Date, without duplication, the sum of:
(a) the product of (i) the HVF Series 2013-G1 Percentage and (ii) all fees, expenses and
other amounts payable by HVF to the HVF Trustee under the HVF Base Indenture or to a
“qualified intermediary” under the Master Exchange Agreement;
(b) the HVF Series 2013-G1 Monthly Servicing Fee payable by HVF to the Servicer
pursuant to the HVF Series 2013-G1 Lease on such Payment Date;
(c) all reasonable out-of-pocket costs and expenses of HVF incurred in connection with the
issuance of the HVF Series 2013-G1 Note;
(d) all fees, expenses and other amounts payable by HVF under the HVF Segregated Series
2013-G1 Documents;
(e) the product of (i) all reasonable out-of-pocket costs and expenses of HVF incurred in
connection with the execution, delivery and performance (including the enforcement, waiver or
amendment) of the HVF Related Documents (other than any HVF Related Documents relating
solely to one or more HVF Series of Notes and/or other HVF Segregated Series of Notes) and
(ii) the HVF Series 2013-G1 Percentage; and
(f) any accrued HVF Series 2013-G1 Carrying Charges that remain unpaid as of the
immediately preceding Payment Date (after giving effect to all distributions in respect of such
Payment Date).
“HVF Series 2013-G1 Cash Amount” means, as of any date of determination, the amount of cash on
deposit in and HVF Series 2013-G1 Permitted Investments credited to any of the HVF Series 2013-G1
Collection Account or any Series 2013-G1 HVF Segregated Exchange Account.
“HVF Series 2013-G1 Collateral” means the Series 2013-G1 HVF Segregated Vehicle Collateral and the
HVF Series 2013-G1 Indenture Collateral.
“HVF Series 2013-G1 Collateral Agreements” means, the HVF Series 2013-G1 Lease, the HVF Series
2013-G1 Supplemental Documents, the Master Purchase and Sale Agreement, the HVF Series 2013-G1
Administration Agreement, the Nominee Agreement, the Indemnification Agreement, the limited liability
company agreement of Hertz Vehicles LLC, the HVF Credit Facility, the Master Exchange Agreement,
the Escrow Agreement and, as of any date during the RCFC Nominee Applicability Period, the RCFC
Nominee Agreement.
“HVF Series 2013-G1 Collection Account” means the securities account established in the name of, and
under the control of, the HVF Trustee that is maintained for the benefit of the HVF Series 2013-G1
Noteholder and titled the “Series 2013-G1 Collection Account”, including any successor or replacement
account.
“HVF Series 2013-G1 Collections” means all payments on or in respect of the HVF Series 2013-G1
Collateral.
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“HVF Series 2013-G1 Commitment Termination Date” means November 25, 2043 or such other date as
the parties to the HVF Series 2013-G1 Supplement may agree in writing.
“HVF Series 2013-G1 Daily Interest Amount” means, for any day in an HVF Series 2013-G1 Interest
Period, an amount equal to the result of (a) the product of (i) the HVF Series 2013-G1 Note Rate for such
HVF Series 2013-G1 Interest Period and (ii) the HVF Series 2013-G1 Principal Amount as of the close of
business on such date divided by (b) 30.
“HVF Series 2013-G1 Due and Unpaid Lease Payment Amount” means, as of any date of determination,
the sum of all amounts known by the Servicer to be due and payable by the Lessees to HVF on either of
the next two succeeding Payment Dates pursuant to the HVF Series 2013-G1 Lease as of such date (other
than (i) Monthly Base Rent payable on the second such succeeding Payment Date and (ii) Monthly
Variable Rent), together with all amounts (other than Monthly Variable Rent) due and unpaid as of such
date by the Lessees to HVF pursuant to the HVF Series 2013-G1 Lease.
“HVF Series 2013-G1 Excess Damage Charges” means, with respect to any HVF Series 2013-G1
Program Vehicle, the amount charged or deducted from the HVF Series 2013-G1 Repurchase Price by the
Manufacturer of such HVF Series 2013-G1 Eligible Vehicle due to:
(a) damage over a prescribed limit,
(b) if applicable, damage not subject to a prescribed limit, and
(c) missing equipment,
in each case, with respect to such HVF Series 2013-G1 Eligible Vehicle at the time that such
HVF Series 2013-G1 Eligible Vehicle is turned back to such Manufacturer or its agent under the
applicable HVF Series 2013-G1 Manufacturer Program.
“HVF Series 2013-G1 Excess Mileage Charges” means, with respect to any HVF Series 2013-G1
Program Vehicle, the amount charged or deducted from the HVF Series 2013-G1 Repurchase Price, by
the Manufacturer of such HVF Series 2013-G1 Eligible Vehicle due to the fact that such HVF Series
2013-G1 Eligible Vehicle has mileage over a prescribed limit at the time that such HVF Series 2013-G1
Eligible Vehicle is turned back to such Manufacturer or its agent pursuant to the applicable HVF Series
2013-G1 Manufacturer Program.
“HVF Series 2013-G1 Financing Source and Beneficiary Supplement” means the Financing Source and
Beneficiary Supplement to the Collateral Agency Agreement, dated as of November 25, 2013, among
HVF, HGI, DTG, Hertz, and the HVF Trustee.
“HVF Series 2013-G1 Guaranteed Depreciation Program” means a guaranteed depreciation program
pursuant to which a Manufacturer has agreed to:
(a) facilitate the sale of HVF Series 2013-G1 Eligible Vehicles manufactured by it or one of
its Affiliates that are turned back during a specified period (or, if not sold during such period,
repurchase such HVF Series 2013-G1 Eligible Vehicles); and
(b) pay the excess, if any, of the guaranteed payment amount (for the avoidance of doubt, net
of any applicable excess mileage or excess damage charges) with respect to any such HVF
Series 2013-G1 Eligible Vehicle calculated as of the Turnback Date in accordance with the
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provisions of such guaranteed depreciation program over the proceeds realized from such sale as
calculated in accordance with such guaranteed depreciation program.
“HVF Series 2013-G1 Indenture Collateral” means the following property (but only to the extent such
property is not included in the Series 2013-G1 HVF Segregated Vehicle Collateral) now owned or at any
time hereafter acquired by HVF or in which HVF now has or at any time in the future may acquire any
right, title or interest:
(i) the HVF Series 2013-G1 Collateral Agreements as and solely to the extent they relate to
the Series 2013-G1 HVF Segregated Vehicle Collateral or the HVF Series 2013-G1 Note
Obligations, including all monies relating to such Series 2013-G1 HVF Segregated Vehicle
Collateral or the HVF Series 2013-G1 Note Obligations due and to become due to HVF under or
in connection with the HVF Series 2013-G1 Collateral Agreements, whether payable as Base
Rent, Monthly Variable Rent, fees, expenses, costs, indemnities, insurance recoveries, damages
for the breach of any of the HVF Series 2013-G1 Collateral Agreements or otherwise, all
security for amounts so payable thereunder and all rights, remedies, powers, privileges and
claims of HVF against any other party under or with respect to the HVF Series 2013-G1
Collateral Agreements (whether arising pursuant to the terms of such HVF Series 2013-G1
Collateral Agreements or otherwise available to HVF at law or in equity) as and to the extent
such rights, remedies, powers, privileges and claims relate to the Series 2013-G1 HVF
Segregated Vehicle Collateral or the HVF Series 2013-G1 Note Obligations, the right to enforce
any of the HVF Series 2013-G1 Collateral Agreements to the extent they relate to the Series
2013-G1 HVF Segregated Vehicle Collateral or the HVF Series 2013-G1 Note Obligations and
to give or withhold any and all consents, requests, notices, directions, approvals, extensions or
waivers under or with respect to the HVF Series 2013-G1 Collateral Agreements or the
obligations of any party thereunder, in each case, as and to the extent such consents, requests,
notices, directions, approvals, extensions or waivers relate to the Series 2013-G1 HVF
Segregated Vehicle Collateral or the HVF Series 2013-G1 Note Obligations;
(ii) (A) the HVF Series 2013-G1 Collection Account, including any security entitlement with
respect to the “financial assets” (within the meaning of Section 8-102(a)(9) of the New York
UCC) credited thereto; (B) all funds on deposit therein from time to time; (C) all certificates and
instruments, if any, representing or evidencing any or all of the HVF Series 2013-G1 Collection
Account or the funds on deposit therein from time to time; (D) all investments made at any time
and from time to time with monies in the HVF Series 2013-G1 Collection Account, whether
constituting securities, instruments, general intangibles, investment property, financial assets or
other property; (E) all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for the HVF Series
2013-G1 Collection Account, the funds on deposit therein from time to time or the investments
made with such funds; and (F) all proceeds of any and all of the foregoing, including cash;
(iii) all Investment Property as and to the extent relating to the Series 2013-G1 HVF
Segregated Vehicle Collateral;
(iv) all additional property (other than property relating solely to HVF Vehicle Collateral or
HVF Segregated Vehicle Collateral that constitutes HVF Series-Specific Collateral for any other
HVF Segregated Series of Notes) that may from time to time hereafter (pursuant to the terms of
the HVF Series 2013-G1 Supplement or otherwise) be subjected to the grant and pledge pursuant
to the HVF Series 2013-G1 Supplement by HVF; and
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(v) to the extent not otherwise included, all Proceeds and products of any and all of the
foregoing and all collateral security and guarantees given by any Person with respect to any of
the foregoing;
provided, that, in no event shall any of the foregoing include any right, title or interest in, to or under the
Relinquished Property Rights from the time such Relinquished Property Rights become Relinquished
Property Rights as a result of the assignment of the related Relinquished Property and the related Rights
with respect to such Relinquished Property to the Intermediary pursuant to the Master Exchange
Agreement, unless and until, in the case of Relinquished Property Proceeds, such Relinquished Property
Proceeds become Additional Subsidies
“HVF Series 2013-G1 Initial Principal Amount” means the aggregate initial principal amount of the HVF
Series 2013-G1 Note, which is $2,350,000,000.00.
“HVF Series 2013-G1 Interest Collections” means on any date of determination all HVF Series 2013-G1
Collections which represent payments of Monthly Variable Rent under the HVF Series 2013-G1 Lease
plus any amounts earned on HVF Series 2013-G1 Permitted Investments in the HVF Series 2013-G1
Collection Account that are available for distribution on such date.
“HVF Series 2013-G1 Interest Period” means a period commencing on and including the second Business
Day preceding a Determination Date and ending on and including the day preceding the second Business
Day preceding the next succeeding Determination Date.
“HVF Series 2013-G1 Lease” means the Amended and Restated Master Motor Vehicle Operating Lease
and Servicing Agreement (Series 2013-G1), dated as of October 31, 2014, between HVF, as lessor
thereunder, each Lessee thereunder and Hertz, as servicer and guarantor.
“HVF Series 2013-G1 Lease Payment Default” means the occurrence of a default in the payment of any
Base Rent or Monthly Variable Rent or other amount payable by any Lessee under the HVF Series 2013-
G1 Lease that continues for at least five (5) consecutive Business Days after the earlier of (i) the date on
which written notice thereof, requiring the same to be remedied, is delivered to such Lessee by HVF or
the HVF Trustee and (ii) the date on which an authorized officer of such Lessee obtains actual knowledge
thereof.
“HVF Series 2013-G1 Lease Vehicle(s)” means, as of any date of determination, each Vehicle (i) that has
been accepted by a Lessee under the HVF Series 2013-G1 Lease and (ii) as of such date the Vehicle
Operating Lease Expiration Date with respect to such Vehicle has not occurred since such Vehicle’s most
recent Vehicle Operating Lease Commencement Date; provided, that, solely with respect to the
calculation and payment of Final Base Rent, any Non-Program Vehicle Special Default Payment Amount,
any Program Vehicle Special Default Payment Amount, any Casualty Payment Amount, any Early
Program Return Payment Amount, any Pre-VOLCD Program Vehicle Depreciation Amount, any
Program Vehicle Depreciation Assumption True-up Amount, any Redesignation to Program Amount or
any Redesignation to Non-Program Amount, in each case with respect to any vehicle satisfying the
preceding clause (i), such vehicle shall be deemed to be an “HVF Series 2013-G1 Lease Vehicle”
(notwithstanding the occurrence of such Vehicle Operating Lease Expiration Date with respect thereto)
until such Final Base Rent, Non-Program Vehicle Special Default Payment Amount, Program Vehicle
Special Default Payment Amount, Casualty Payment Amount, Early Program Return Payment Amount,
Pre-VOLCD Program Vehicle Depreciation Amount, Program Vehicle Depreciation Assumption True-up
Amount, Redesignation to Program Amount or Redesignation to Non-Program Amount, as applicable,
has been paid by the Lessee of such vehicle (as of such Vehicle Operating Lease Expiration Date with
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respect thereto), none of which, for the avoidance of doubt, shall be payable more than once with respect
to any such vehicle by such Lessee.
“HVF Series 2013-G1 Manufacturer” means each Person that has manufactured an HVF Series 2013-G1
Eligible Vehicle.
“HVF Series 2013-G1 Manufacturer Event of Default” means with respect to any HVF Series 2013-G1
Manufacturer:
(i) there shall be Past Due Amounts owing to Hertz, HGI, HVF or the Intermediary with
respect to such HVF Series 2013-G1 Manufacturer in an amount equal to or greater than
$50,000,000, which amount shall be calculated net of Past Due Amounts (not to exceed
$50,000,000 in the aggregate) (A) that are the subject of a good faith dispute as evidenced in
writing by Hertz, HGI, HVF or the HVF Series 2013-G1 Manufacturer questioning the accuracy
of amounts paid or payable in respect of certain HVF Series 2013-G1 Eligible Vehicles tendered
for repurchase under an HVF Series 2013-G1 Manufacturer Program (as distinguished from any
dispute relating to the repudiation by such HVF Series 2013-G1 Manufacturer generally of its
obligations under such HVF Series 2013-G1 Manufacturer Program or the assertion by such
HVF Series 2013-G1 Manufacturer of the invalidity or unenforceability as against it of such
HVF Series 2013-G1 Manufacturer Program) and (B) with respect to which Hertz, HGI or HVF,
as the case may be, has provided adequate reserves as reasonably determined by such Person;
(ii) the occurrence and continuance of an Event of Bankruptcy with respect to such HVF
Series 2013-G1 Manufacturer; provided that, an HVF Series 2013-G1 Manufacturer Event of
Default that occurs pursuant to this clause (ii) shall be deemed to no longer be continuing on and
after the date such HVF Series 2013-G1 Manufacturer assumes its HVF Series 2013-G1
Manufacturer Program in accordance with the Bankruptcy Code; or
(iii) the termination of such HVF Series 2013-G1 Manufacturer’s HVF Series 2013-G1
Manufacturer Program or the failure of such HVF Series 2013-G1 Manufacturer’s HVF Series
2013-G1 Repurchase Program or HVF Series 2013-G1 Guaranteed Depreciation Program to
qualify as an HVF Series 2013-G1 Manufacturer Program.
“HVF Series 2013-G1 Manufacturer Program” means at any time any HVF Series 2013-G1 Repurchase
Program or HVF Series 2013-G1 Guaranteed Depreciation Program that is in full force and effect with an
HVF Series 2013-G1 Manufacturer and that, in any such case, satisfies the Required Contractual Criteria.
“HVF Series 2013-G1 Manufacturer Receivable” means any amount payable to HVF or the Intermediary
by an HVF Series 2013-G1 Manufacturer in respect of or in connection with the disposition of an HVF
Series 2013-G1 Program Vehicle, other than any such amount that does not (directly or indirectly)
constitute any portion of the HVF Series 2013-G1 Collateral.
“HVF Series 2013-G1 Maximum Principal Amount” means, $15,000,000,000.00, as such amount may be
increased or reduced from time to time pursuant to a written agreement between HVF and the Issuer;
provided that, no reduction shall cause the HVF Series 2013-G1 Maximum Principal Amount to be less
than (i) the HVF Series 2013-G1 Principal Amount or (ii) the Aggregate Group I Principal Amount.
“HVF Series 2013-G1 Monthly Interest” means, with respect to any Payment Date, the sum of (i) the
HVF Series 2013-G1 Daily Interest Amount for each day in the related HVF Series 2013-G1 Interest
Period, plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior HVF
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Series 2013-G1 Interest Periods (together with interest on such unpaid amounts required to be paid in this
clause (ii) at the HVF Series 2013-G1 Note Rate).
“HVF Series 2013-G1 Monthly Servicing Fee” means a fee paid by HVF to or at the direction of the
Servicer on each Payment Date equal to 0.50% per annum, payable at one-twelfth the annual rate, on the
outstanding Net Book Value of the HVF Series 2013-G1 Lease Vehicles as of the last day of the Related
Month with respect to such Payment Date and (ii) the reasonable costs and expenses of the Servicer
incurred by it during the Related Month as a result of arranging for the sale of HVF Series 2013-G1 Lease
Vehicles returned to HVF in accordance with the HVF Series 2013-G1 Lease; provided, however, that
such costs and expenses shall only be payable to or at the direction of the Servicer to the extent of any
excess of the sale price received by or on behalf of HVF for any such HVF Series 2013-G1 Lease Vehicle
over the Net Book Value thereof.
“HVF Series 2013-G1 Non-Program Vehicle” means, as of any date of determination, an HVF Series
2013-G1 Eligible Vehicle that is not an HVF Series 2013-G1 Program Vehicle as of such date.
“HVF Series 2013-G1 Note” means the Series 2013-G1 Variable Funding Rental Car Asset Backed Note,
executed by HVF and authenticated by or on behalf of the HVF Trustee.
“HVF Series 2013-G1 Note Obligations” means all principal, interest and other amounts, at any time and
from time to time, owing by HVF on the HVF Series 2013-G1 Note and all costs, fees and expenses
payable by, or obligations of, HVF under the HVF Series 2013-G1 Supplement and/or the HVF Series
2013-G1 Related Documents (other than any portions thereof relating solely to any Series of HVF
Indenture Notes other than the HVF Series 2013-G1 Note).
“HVF Series 2013-G1 Note Rate” means, with respect to any HVF Series 2013-G1 Interest Period, the
monthly interest rate equal to the sum of:
(a) 1/12 of the Additional Spread Percentage as of the first day of such HVF Series 2013-G1
Interest Period and
(b) the percentage equivalent of a fraction,
(x) the numerator of which is equal to the product of:
(A) the sum of:
(1) the aggregate amount of interest payable by the Issuer on any Series of Group I
Notes in respect of such HVF Series 2013-G1 Interest Period on the next succeeding Payment
Date (excluding any amounts previously paid pursuant to the priority of payments for interest
proceeds under the HVF Series 2013-G1 Supplement) of the HVF Series 2013-G1 Supplement
in accordance with “ – Priority of Payments under the HVF Series 2013-G1 Supplement”;
(2) all unpaid fees, costs, expenses and indemnities payable by the Issuer on or prior
to such Payment Date pursuant to the Group I Notes in respect of all Series of Group I Notes and
any of the other Issuer Agreements (including any amounts payable by the Issuer to any Person
providing credit enhancement for any Series of Group I Notes);
(3) all unreimbursed out-of-pocket costs and expenses (including reasonable

attorneys’ fees and legal expenses) incurred by the Issuer in connection with the administration,
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enforcement, waiver or amendment of the Group I Indenture as it relates to any Series of Group I
Notes and any of the other Issuer Agreements on or prior to such Payment Date; and
(4) all other operating expenses of the Issuer (including any management fees)
allocable to all Series of Group I Notes, including all unreimbursed out-of-pocket costs and
expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Issuer in
connection with the administration, enforcement, waiver or amendment of any “Group I Related
Document” or “Group I Series Related Document”, in each case, as defined under the Group I
Indenture prior to such Payment Date; and
(B) the Issuer’s Share as of the first day of such HVF Series 2013-G1 Interest Period;
and
(y) the denominator of which is equal to the average daily HVF Series 2013-G1
Principal Amount during such HVF Series 2013-G1 Interest Period; provided, however,
that the HVF Series 2013-G1 Note Rate will in no event be higher than the maximum rate
permitted by applicable law.
“HVF Series 2013-G1 Noteholder” means the Person in whose name the HVF Series 2013-G1 Note is
registered in the HVF Note Register.
“HVF Series 2013-G1 Percentage” means, as of any date of determination, a fraction, expressed as a
percentage, the numerator of which is the HVF Series 2013-G1 Principal Amount as of such date and the
denominator of which is the aggregate outstanding principal amount of all HVF Indenture Notes
Outstanding as of such date.
“HVF Series 2013-G1 Permitted Investments” means (i) Permitted Investments and (ii) any other
instruments or securities, if each Rating Agency then rating any outstanding Series of Group I Notes at
the request of the Issuer will not have advised in writing that the investment in such instruments or
securities will result in the reduction or withdrawal of its then-current rating of such outstanding Series of
Group I Notes.
“HVF Series 2013-G1 Permitted Lien” means (i) Liens for current taxes not delinquent or for taxes being
contested in good faith and by appropriate proceedings, and with respect to which adequate reserves have
been established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s,
in accordance with GAAP and (iii) Liens in favor of the HVF Trustee pursuant to the HVF Series 2013-
G1 Supplement and Liens in favor of the Collateral Agent pursuant to the Collateral Agency Agreement
with respect to the Series 2013-G1 HVF Segregated Liened Vehicle Collateral.
“HVF Series 2013-G1 Potential Amortization Event” means any occurrence or event that, with the giving
of notice, after all applicable grace periods have lapsed, would constitute an HVF Series 2013-G1
Amortization Event.
“HVF Series 2013-G1 Potential Operating Lease Event of Default” means any occurrence or event that,
with the giving of notice, after all applicable grace periods have lapsed, would constitute an HVF Series
2013-G1 Operating Lease Event of Default.
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“HVF Series 2013-G1 Principal Amount” means, when used with respect to any date, an amount equal to
without duplication, (a) the HVF Series 2013-G1 Initial Principal Amount minus (b) the amount of
principal payments (whether pursuant to a decrease in the outstanding principal amount pursuant to the
terms of the HVF Series 2013-G1 Supplement, a redemption or otherwise) made to the HVF Series 2013-
G1 Noteholder on or prior to such date plus (c) the amount of all increases of the HVF Series 2013-G1
Principal Amount pursuant to the HVF Series 2013-G1 Supplement on or prior to such date; provided
that, at no time may the HVF Series 2013-G1 Principal Amount exceed the HVF Series 2013-G1
Maximum Principal Amount.
“HVF Series 2013-G1 Principal Collections” means any HVF Series 2013-G1 Collections other than
HVF Series 2013-G1 Interest Collections.
“HVF Series 2013-G1 Program Vehicle” means, as of any date of determination, an HVF Series 2013-G1
Eligible Vehicle that is (i) eligible under, and subject to, an HVF Series 2013-G1 Manufacturer Program
as of such date and (ii) not designated as an HVF Series 2013-G1 Non-Program Vehicle pursuant to the
HVF Series 2013-G1 Lease as of such date.
“HVF Series 2013-G1 Related Documents” means, collectively, the HVF Base Indenture, HVF Series
2013-G1 Supplement, the HVF Series 2013-G1 Note, the HVF Series 2013-G1 Lease, the Master
Purchase and Sale Agreement, the Nominee Agreement, the Collateral Agency Agreement, the
Indemnification Agreement, the HVF Credit Facility, the limited liability company agreement of Hertz
Vehicles LLC, the HVF Series 2013-G1 Administration Agreement, any other agreements relating to the
issuance or the purchase of the HVF Series 2013-G1 Note, the HVF Series 2013-G1 Supplemental
Documents, the Master Exchange Agreement and the Escrow Agreement and, as of any date during the
RCFC Nominee Applicability Period, the RCFC Nominee Agreement.
“HVF Series 2013-G1 Repurchase Price” with respect to any HVF Series 2013-G1 Program Vehicle:
(i) subject to an HVF Series 2013-G1 Repurchase Program, means the gross price paid or
payable by the Manufacturer thereof to repurchase such HVF Series 2013-G1 Program Vehicle
pursuant to such HVF Series 2013-G1 Repurchase Program; and
(ii) subject to an HVF Series 2013-G1 Guaranteed Depreciation Program, means the gross
amount that the Manufacturer thereof guarantees will be paid to the owner of such HVF Series
2013-G1 Program Vehicle upon the disposition of such HVF Series 2013-G1 Program Vehicle
pursuant to such HVF Series 2013-G1 Guaranteed Depreciation Program.
“HVF Series 2013-G1 Repurchase Program” means a program pursuant to which a Manufacturer or one
or more of its Affiliates has agreed to repurchase (prior to any attempt to sell to a third party) HVF Series
2013-G1 Eligible Vehicles manufactured by such Manufacturer or one or more of its Affiliates during a
specified period.
“HVF Series 2013-G1 Required Noteholders” means, with respect to the HVF Series 2013-G1 Note,
HVF Series 2013-G1 Noteholders holding in excess of 50% of the aggregate HVF Series 2013-G1
Principal Amount of the HVF Series 2013-G1 Note.
“HVF Series 2013-G1 Supplement” means the Amended and Restated Series 2013-G1 Supplement, dated
as of October 31, 2014, among HVF, the Issuer, and the HVF Trustee.
“HVF Series 2013-G1 Supplemental Documents” means the Lease Vehicle Acquisition Schedules, the
Intra-Lease Lessee Transfer Schedules, the Inter-Lease Reallocation Schedules and any other related
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documents attached to the HVF Series 2013-G1 Lease, in each case solely to the extent to which such
schedules and documents relate to HVF Series 2013-G1 Lease Vehicles or otherwise relate to and/or
constitute HVF Series 2013-G1 Collateral.
“HVF Series Supplement” means a Series Supplement entered into under the HVF Base Indenture.
“HVF Series-Specific Collateral” means collateral specified by a related HVF Series Supplement that is
to be solely for the benefit of Noteholders of an HVF Segregated Series of Notes.
“HVF Shared Collateral Financing Source and Beneficiary Supplement” means the Financing Source and
Beneficiary Supplement to the Collateral Agency Agreement, dated as of November 25, 2013, by and
among HVF, the HVF Trustee and the Collateral Agent.
“HVF Trustee” means The Bank of New York Mellon Trust Company, N.A., or its successor, as trustee
under the HVF Indenture.
“HVF Vehicle” means a passenger automobile or light-duty truck which is owned by HVF and leased by
HVF to Hertz pursuant to the HVF Lease (including any such vehicle that constitutes Replacement
Property).
“HVF Vehicle Collateral” means the Related Master Collateral with respect to the HVF Trustee, as a
Beneficiary pursuant to the HVF Shared Collateral Financing Source and Beneficiary Supplement, under
the Collateral Agency Agreement.
“Identified Replacement Property” means Replacement Property that has been identified and designated
as Replacement Property with respect to Relinquished Property pursuant to the Master Exchange
Agreement, provided such identification has not been revoked pursuant to the Master Exchange
Agreement.
“Indebtedness” means, as applied to any Person, without duplication, (a) all indebtedness for borrowed
money, (b) that portion of obligations with respect to any lease of any property (whether real, personal or
mixed) that is properly classified as a liability on a balance sheet in conformity with GAAP, (c) notes
payable and drafts accepted representing extensions of credit whether or not representing obligations for
borrowed money, (d) any obligation owed for all or any part of the deferred purchase price for property or
services, which purchase price is (i) due more than six (6) months from the date of the incurrence of the
obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness
in respect of any of the foregoing secured by any Lien on any property or asset owned by that Person
regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of that Person, and (f) all Contingent Obligations of such Person in respect of
any of the foregoing.
“Independent Director” means a director who is not currently and has not been during the five (5) years
prior to his or her appointment as “Independent Director” (a) a director, officer, employee, Affiliate,
franchisee, major customer or major supplier of Hertz or any of its Affiliates (other than in his or her
capacity as “Independent Director” or with respect to any special purpose vehicle Affiliate), (b) any
Person (with respect to “Independent Directors” of HVF II GP Corp., other than a special member)
owning beneficially, directly or indirectly, any outstanding shares of common stock of Hertz or any of its
Affiliates or (c) a director, officer, employee, member, partner or member of the immediate family of, or a
Person otherwise owning a direct or indirect ownership interest in, any Person described in clauses (a) or
(b). The terms “major customer” and “major supplier” shall mean a Person who is a customer or supplier,
respectively, of Hertz or any of Hertz’s Affiliates and who conducts business with Hertz or any of its
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Affiliates to such a significant extent as would reasonably be expected to influence the decisions of such
Person or any Person described in clause (c) with respect to such Person, in any such case, in his or her
capacity as a director of Hertz or any of its Affiliates.
“Ineligible Vehicle” means, as of any date of determination, a passenger automobile, van or light-duty
truck that is owned by HVF and leased by HVF to any Lessee pursuant to the HVF Series 2013-G1 Lease
that is not an HVF Series 2013-G1 Eligible Vehicle as of such date.
“Inter-Group Transferred Vehicle” means any HVF Series 2013-G1 Lease Vehicle that, immediately
prior to its Vehicle Operating Lease Commencement Date, was owned by HVF and leased by HVF to an
Affiliate thereof pursuant to a lease other than the HVF Series 2013-G1 Lease.
“Inter-Lease Reallocation Schedule” means written notice, identifying by VIN each HVF Series 2013-G1
Lease Vehicle to be reallocated from a Lessee that desires to cease leasing a HVF Series 2013-G1 Lease
Vehicle to another Lessee that desires to commence leasing such HVF Series 2013-G1 Lease Vehicle
pursuant to another HVF Segregated Series Lease, delivered to HVF by the Lessee that desires to cease
leasing such HVF Series 2013-G1 Lease Vehicle.
“Intermediary” means Hertz Car Exchange Inc.
“Intra-Lease Lessee Transfer Schedules” means written notice, identifying by VIN each HVF Series
2013-G1 Lease Vehicle to be transferred from a Lessee that desires to cease leasing a HVF Series 2013-
G1 Lease Vehicle to another Lessee that desires to commence leasing such HVF Series 2013-G1 Lease
Vehicle under the HVF Series 2013-G1 Lease, delivered to HVF by such Lessees.
“Investment Property” has the meaning specified in Section 9-102(a)(49) of the applicable UCC.
“Issuer Agreements” means the Group I Indenture, the Group I Series Supplements and any other
agreements relating to the issuance of any Series of Group I Notes to which the Issuer is a party.
“Issuer LP Agreement” means the Limited Partnership Agreement of the Issuer, dated as of November
25, 2013, between Hertz, HVF II GP Corp. and GSS Contract Services, Inc.
“Issuer’s Share” means with respect to the HVF Series 2013-G1 Note on any date of determination, a
fraction expressed as a percentage, the numerator of which is equal to the outstanding principal of such
HVF Series 2013-G1 Note and the denominator of which is equal to the aggregate outstanding principal
amount of all Group I Leasing Company Notes, each as of such date of determination.
“Joint Collection Account” means any account maintained by the Collateral Agent, in the joint name of
the Intermediary and the Collateral Agent (as a Collateral Account) pursuant to the Collateral Agency
Agreement and that is used for one or more of (1) the deposit of proceeds collected from buyers of
Relinquished Property and other purchasers of the Tangible Personal Property of Hertz, HVF and/or HGI,
(2) the identification and subsequent separation of the portion of such funds that are Relinquished
Property Proceeds from the portion of such funds that are not Relinquished Property Proceeds, and (3) the
deposit of any Additional Subsidies as Exchangor may direct.
“Joint Disbursement Account” means an account qualifying within the definition of “Joint Accounts” as
described in Section 5.02 of Revenue Procedure 2003-39 (1) that is used to receive Relinquished Property
Proceeds from an Exchange Account and any Additional Subsidies from whatever source, and (2) which
may be used to disburse Relinquished Property Proceeds and Additional Subsidies in order to acquire
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Replacement Property and to disburse Additional Subsidies to make disbursements for items other than
the acquisition of Replacement Property that are funded solely with Additional Subsidies.
“Lease Material Adverse Effect” means, with respect to any occurrence, event or condition applicable to
any party to the HVF Series 2013-G1 Lease:
(i) a material adverse effect on the ability of such party to perform its obligations under the
HVF Series 2013-G1 Lease, the HVF Series 2013-G1 Supplement or the Collateral Agency
Agreement (solely as the Collateral Agency Agreement applies to the Series 2013-G1 HVF
Segregated Liened Vehicle Collateral granted thereunder) and such material adverse effect has a
material adverse effect on HVF’s ability to perform its obligations under the HVF Series 2013-
G1 Supplement;
(ii) a material adverse effect on the Lessor’s beneficial ownership interest in the HVF Series
2013-G1 Lease Vehicles or on the ability of HVF to grant a Lien on any after-acquired property
that would constitute HVF Series 2013-G1 Collateral;
(iii) a material adverse effect on the validity or enforceability of the HVF Series 2013-G1
Lease; or
(iv) a material adverse effect on the validity, perfection or priority of the lien of the Trustee in
the HVF Series 2013-G1 Indenture Collateral or of the Collateral Agent in the Series 2013-G1
HVF Segregated Liened Vehicle Collateral (other than in an immaterial portion of the Series
2013-G1 HVF Segregated Liened Vehicle Collateral), other than, in each case, a material
adverse effect on any priority arising due to the existence of an HVF Series 2013-G1 Permitted
Lien.
“Lease Vehicle Acquisition Schedule” means a schedule delivered by each Lessee, from time to time,
identifying the vehicles such Lessee desires to lease from HVF under the HVF Series 2013-G1 Lease,
which schedules are required to include the Basic Lease Vehicle Information.
“Legacy FMV” means, with respect to any HVF Series 2013-G1 Lease Vehicle that is an Inter-Group
Transferred Vehicle, the “Third-Party Market Value” (as defined in the HVF Series 2013-1 Supplement)
of such Inter-Group Transferred Vehicle immediately prior to its “Vehicle Operating Lease
Commencement Date” (as defined in the HVF Base Indenture and with respect to the lease pursuant to
which such HVF Series 2013-G1 Lease Vehicle was leased by HVF immediately prior to its Vehicle
Operating Lease Commencement Date under the HVF Series 2013-G1 Lease).
“Legacy NBV” means, with respect to any HVF Series 2013-G1 Lease Vehicle that is an Inter-Group
Transferred Vehicle, the excess of (a) the “Net Book Value” (as defined in the HVF Base Indenture) of
such Inter-Group Transferred Vehicle immediately prior to its Vehicle Operating Lease Commencement
Date over (b) the sum of all Depreciation Charges that accrued with respect to such Inter-Group
Transferred Vehicle during the period (x) commencing on the later of the first day of the calendar month
in which its Vehicle Operating Lease Commencement Date occurred and its “Vehicle Operating Lease
Commencement Date” (as defined in the HVF Base Indenture and with respect to the lease pursuant to
which such HVF Series 2013-G1 Lease Vehicle was leased by HVF immediately prior to its Vehicle
Operating Lease Commencement Date under the HVF Series 2013-G1 Lease) and (y) ending on and
including the day immediately preceding its Vehicle Operating Lease Commencement Date.
“Legal Entity” means each of Hertz, HVF or HGI, individually.
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“Lessee” means (a) with respect to the HVF Lease, Hertz, (b) with respect to the HVF Series 2013-G1
Lease, each of Hertz, DTG and each additional lessee thereunder, (c) with respect to the HGI Lease,
Hertz, and (d) with respect to any other Group I Lease, each party identified as a “Lessee” therein.
“LIBOR” means the London Interbank Offered Rate.
“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset
or other right held, owned or being purchased or acquired by such Person that secures payment or
performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge,
retained security title of a conditional vendor or lessor, or other security interest of any kind, whether
arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge,
retention or security title, financing or similar statement, or notice or arising as a matter of law, judicial
process or otherwise; provided that, the foregoing shall not include, as of any date of determination, any
interest in or right with respect to any passenger automobile, van or light-duty truck that is being rented
(as of such date) to any third-party customer of Hertz or any Affiliate thereof, which interest or right
secures payment or performance of any obligation of such third-party customer.
“LKE 2.02 Trigger Event” means the amount on deposit in the Series 2013-G1 HVF Segregated
Exchange Account is greater than zero on any Business Day on which a Potential Amortization Event or
Amortization Event, in each case with respect to any Series of Group I Notes, is continuing.
“LKE 7.01 Trigger Event” means an Amortization Event with respect to any Series of Group I Notes.
“LKE Program” means the like-kind exchange program pursuant to which Exchanges are accomplished
by the Exchangor and the Intermediary under the Master Exchange Agreement.
“Manufacturer” means a manufacturer or distributor of passenger automobiles and/or light-duty trucks.
“Master Exchange Agreement” means the Third Amended and Restated Master Exchange Agreement,
dated as of November 25, 2013, among Hertz, HVF, HGI, the Intermediary and DB Services Americas,
Inc.
“Master Purchase and Sale Agreement” means the Master Purchase and Sale Agreement, dated as of
November 25, 2013, by and among Hertz, HGI, HVF and those various “new transferors” from time to
time party thereto.
“Master Related Documents” means the Base Related Documents, the Group Related Documents and the
Series Related Documents, collectively.
“Maximum Repurchase Price” means, as of any date of determination, with respect to any HVF Series
2013-G1 Lease Vehicle that is an HVF Series 2013-G1 Program Vehicle as of such date, the HVF Series
2013-G1 Repurchase Price that would be applicable with respect to such HVF Series 2013-G1 Lease
Vehicle under the terms of the related HVF Series 2013-G1 Manufacturer Program, assuming that (i) no
Depreciation Charges have accrued or have been applied with respect to such HVF Series 2013-G1 Lease
Vehicle under such HVF Series 2013-G1 Manufacturer Program, (ii) the HVF Series 2013-G1 Excess
Damage Charges and HVF Series 2013-G1 Excess Mileage Charges with respect to such HVF Series
2013-G1 Lease Vehicle are zero, (iii) no minimum holding period applies with respect to such HVF
Series 2013-G1 Lease Vehicle and (iv) all other applicable requirements for return (including the return)
of such HVF Series 2013-G1 Lease Vehicles under such HVF Series 2013-G1 Manufacturer Program
have been complied with.
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“MEA Financing Document” means the documentation pursuant to which any Person extends financing
or other financial accommodations to any Legal Entity, or any special purpose subsidiary of any Legal
Entity, including any loan agreement, note, indenture or other instrument or agreement.
“Minimum Program Term End Date” means, as of any date of determination and with respect to any HVF
Series 2013-G1 Lease Vehicle that is an HVF Series 2013-G1 Program Vehicle as of such date, the date
determined based on the terms of the related HVF Series 2013-G1 Manufacturer Program, assuming
compliance with all of the applicable requirements of such HVF Series 2013-G1 Manufacturer Program,
after which either (i) the Manufacturer may become obligated to repurchase or guarantee the amount of
disposition proceeds realized with respect to such HVF Series 2013-G1 Program Vehicle or (ii) the price
at which the related Manufacturer is obligated to repurchase such HVF Series 2013-G1 Lease Vehicle or
the amount of disposition proceeds that is guaranteed by such Manufacturer in respect of such HVF Series
2013-G1 Lease Vehicle in either case pursuant to such HVF Series 2013-G1 Manufacturer Program is
first reduced by the passage of time.
“Monthly Blackbook Mark” means, with respect to any Group I Non-Program Vehicle, as of any date
Blackbook obtains market values that it intends to return to HVF II (or the Group I Administrator on HVF
II’s behalf), the market value of such Group I Non-Program Vehicle for the model class and model year
of such Group I Non-Program Vehicle based on the related Group I Lease Servicer’s records of the
equipment and mileage of each Group I Non-Program Vehicle of such model class and model year, as
quoted in the Blackbook Guide most recently available as of such date.
“Monthly NADA Mark” means, with respect to any Group I Non-Program Vehicle, as of any date NADA
obtains market values that it intends to return to HVF II (or the Group I Administrator on HVF II’s
behalf), the market value of such Group I Non-Program Vehicle for the model class and model year of
such Group I Non-Program Vehicle based on the related Group I Lease Servicer’s records of the
equipment and mileage of each Group I Non-Program Vehicle of such model class and model year, as
quoted in the NADA Guide most recently available as of such date.
“Monthly Noteholders’ Statement” means, with respect to any Series of Group I Notes, a statement
substantially in the form of the applicable exhibit to the applicable Group I Series Supplement.
“Monthly Variable Rent” for each Payment Date and each HVF Series 2013-G1 Lease Vehicle (w) leased
under the HVF Series 2013- G1 Lease as of the last day of the Related Month with respect to such
Payment Date, (x) the Disposition Date in respect of which occurred during such Related Month, (y) that
became a Reallocated Vehicle during such Related Month or (z) that was purchased by the applicable
Lessee during such Related Month, in each case shall equal the sum of:
(a) the product of:
(i) an amount equal to the sum of:
(A) all interest that has accrued on the HVF Series 2013-G1 Note during the HVF
Series 2013-G1 Interest Period for the HVF Series 2013-G1 Note ending on the second Business
Day immediately preceding the Determination Date immediately preceding such Payment Date,
plus
(B) all HVF Series 2013-G1 Carrying Charges with respect to such Payment Date,
and
(ii) the quotient obtained by dividing:
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(A) the Net Book Value of such HVF Series 2013-G1 Lease Vehicle as of the last
day of such Related Month (or, if earlier, the Disposition Date or Inter-Lease Vehicle
Reallocation Effective Date with respect to such HVF Series 2013-G1 Lease Vehicle) by
(B) the aggregate Net Book Values as of the last day of such Related Month (or, in
any such case, if earlier, the Disposition Date or Inter-Lease Vehicle Reallocation Effective Date
of such HVF Series 2013-G1 Lease Vehicle) of all such HVF Series 2013-G1 Lease Vehicles,
plus
(b) 2% per annum, payable at one-twelfth the annual rate, of the Net Book Value of such
HVF Series 2013-G1 Lease Vehicle as of the last day of the Related Month.
“Monthly Variable Rent” in respect of any other Group I Lease will be determined in accordance with the
Group I Leasing Company Related Documents related to such Group I Lease.
“Moody’s” means Moody’s Investors Service.
“Nominee” means Hertz Vehicles LLC, as nominee titleholder for each “Nominating Party” pursuant to
the Nominee Agreement.
“Non-Liened Vehicle” means, as of any date of determination, a Vehicle with respect to which (i) the lien
of the Collateral Agent is not noted on the certificate of title with respect to such Vehicle and (ii) the
application has not been submitted to the appropriate state authorities for such notation with respect to
such Vehicle, as of such date.
“Non-Program Vehicle” means an HVF Series 2013-G1 Non-Program Vehicle or a Group I Non-Program
Vehicle, as applicable.
“Note” means a Rental Car Asset Backed Note issued pursuant to the Base Indenture.
“Note Owner” means, with respect to a book-entry Note, the Person who is the beneficial owner of such
book-entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency).
“Note Register” means the register the Issuer will procure to be kept by the registrar appointed pursuant
to the Base Indenture, which register provides for the registration of Series 2015-3 Notes and the transfer
and exchange thereof.
“Noteholder” means the Person in whose name a Note is registered in the Note Register.
“Officer’s Certificate” means a certificate signed by an Authorized Officer of Hertz, HGI, Hertz Vehicles
LLC, HVF, the Issuer, HVF II GP Corp., or RCFC as the case may be.
“Other Specified Collateral” with respect to any Grantor, shall have the meaning set forth in such
Grantor’s grantor supplement to the Collateral Agency Agreement, if any, and any other meaning
ascribed thereto by a supplement to the Collateral Agency Agreement in accordance therewith.
“Outstanding” means: (a) with respect to the Series 2015-3 Notes (or any Class of Series 2015-3 Notes),
all Series 2015-3 Notes (or Series 2015-3 Notes of a particular Class, as applicable) theretofore
authenticated and delivered under the Series 2015-3 Indenture, except (i) Series 2015-3 Notes theretofore
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cancelled or delivered to the registrar for cancellation, (ii) Series 2015-3 Notes that have not been
presented for payment but funds for the payment of which are on deposit in the Series 2015-3 Distribution
Account and are available for payment in full of such Series 2015-3 Notes, and Series 2015-3 Notes for
which the Paying Agent holds on that date money designated for and sufficient to pay all principal and
interest then due, and (iii) Series 2015-3 Notes in exchange for or in lieu of other Series 2015-3 Notes that
have been authenticated and delivered pursuant to the Series 2015-3 Indenture unless proof satisfactory to
the Trustee is presented that any such Series 2015-3 Notes are held by a purchaser for value, (b) with
respect to any other Series of Notes, as defined in the related Group/Series Supplement, (c) with respect
to the HVF Series 2013-G1 Note, the HVF Series 2013-G1 Notes theretofore authenticated and delivered
under the HVF Series 2013-G1 Supplement and the HVF Base Indenture, and (d) with respect to any
other HVF Indenture Notes, as defined in the Series Supplement relating to such HVF Indenture Notes.
“Owner” means DB Services Americas, Inc., or any other entity that acquires all of the issued and
outstanding shares of the QI pursuant to the Master Exchange Agreement.
“Past Due Amounts” means, with respect to any Manufacturer, the amount that such Manufacturer (or if
such Manufacturer’s Manufacturer Program is an HVF Series 2013-G1 Guaranteed Depreciation
Program, such Manufacturer or any related auction dealers) shall have failed to pay when due under such
Manufacturer’s Manufacturer Program with respect to a vehicle turned in to such Manufacturer with
respect to which such failure shall have continued for more than one hundred twenty (120) days following
the Due Date.
“Past Due Rent Payment” means, with respect to any Series 2015-3 Lease Payment Deficit and any
Group I Lessee, any payment of Base Rent, Monthly Variable Rent or other amounts payable by such
Group I Lessee under any Group I Lease with respect to which such Series 2015-3 Lease Payment Deficit
applied, which payment occurred on or prior to the fifth Business Day after the occurrence of such Series
2015-3 Lease Payment Deficit and which payment is in satisfaction (in whole or in part) of such Series
2015-3 Lease Payment Deficit.
“Paying Agent” means, initially the Trustee, or thereafter any other entity appointed by the Issuer that is
(x) a corporation organized and doing business under the laws of the United States of America or of any
state thereof authorized under such laws to exercise corporate trustee power and (y) subject to supervision
or examination by Federal or state authority and shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition.
“Payment Date” means the twenty-fifth day of each calendar month, or if such day is not a Business Day,
the next succeeding Business Day.
“Permitted Investments” means negotiable instruments or securities, payable in Dollars, represented by

instruments in bearer or registered in book-entry form which evidence:
(i) obligations the full and timely payment of which are to be made by or is fully guaranteed by
the United States of America other than financial contracts whose value depends on the values or
indices of asset values;
(ii) demand deposits of, time deposits in, or certificates of deposit issued by, any depositary
institution or trust company incorporated under the laws of the United States of America or any
state thereof whose short-term debt is rated “P-1” by Moody’s and “A-1+” by S&P and subject to
supervision and examination by Federal or state banking or depositary institution authorities;
provided, however, that at the earlier of (x) the time of the investment and (y) the time of the
contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any,
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or long-term unsecured debt obligations (other than such obligation whose rating is based on
collateral or on the credit of a Person other than such institution or trust company) of such
depositary institution or trust company shall have a credit rating from S&P of “A-1+” and a credit
rating from Moody’s of “P-1” in the case of certificates of deposit or short-term deposits, or a
rating from S&P not lower than “AA” and a rating from Moody’s not lower than “Aa2” in the
case of long-term unsecured obligations;
(iii) commercial paper having, at the earlier of (x) the time of the investment and (y) the time of
the contractual commitment to invest therein, a rating from S&P of “A-1+” and a rating from
Moody’s of “P-1”;
(iv) bankers’ acceptances issued by any depositary institution or trust company described in
clause (ii) above;
(v) investments in money market funds rated “AAAm” by S&P and “Aaa-mf” by Moody’s, or
otherwise approved in writing by S&P or Moody’s, as applicable;
(vi) Eurodollar time deposits having a credit rating from S&P of “A-1+” and a credit rating from
Moody’s of “P-1”; or
(vii) repurchase agreements involving any of the Permitted Investments described in clauses (i)
and (vi) above and the certificates of deposit described in clause (ii) above which are entered into
with a depository institution or trust company, having a commercial paper or short-term
certificate of deposit rating of “A-1+” by S&P and “P-1” by Moody’s.
“Person” means any natural person, corporation, business trust, joint venture, association, company,
partnership, limited liability company, joint stock company, corporation, trust, unincorporated
organization or Governmental Authority.
“Pledged Master Collateral” means the HVF Master Collateral, the HGI Master Collateral (as defined in
the Collateral Agency Agreement), the Hertz Master Collateral (as defined in the Collateral Agency
Agreement), the DTG Operations Master Collateral (as defined in the Collateral Agency Agreement) and
the Additional Grantor Master Collateral (as defined in the Collateral Agency Agreement), collectively.
“Pledged Vehicle” means, as of any date of determination, each Vehicle that constitutes Pledged Master
Collateral, as of such date.
“Potential Amortization Event” means, with respect to any Series of Group I Notes, any occurrence or
event that, with the giving of notice, after all applicable grace periods have lapsed, would constitute an
Amortization Event with respect to such Series of Group I Notes.
“Preference Amount” means any amount previously paid by Hertz pursuant to the Class A/B/C/D
Demand Note and distributed to the Series 2015-3 Noteholders in respect of amounts owing under the
Series 2015-3 Notes that is recoverable or that has been recovered (and not subsequently repaid) as a
voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code
in accordance with a final nonappealable order of a court having competent jurisdiction.
“Principal Amount” has the meaning specified, with respect to any Series of Notes, in the applicable
Group Supplement or Series Supplement. With respect to the Series 2015-3 Notes, the “Principal
Amount” means the Series 2015-3 Principal Amount. For the avoidance of doubt, when “Principal
Amount” is used in connection with any Class of Series 2015-3 Notes it means the Class A Principal
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Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal Amount or
the Class E Principal Amount, as applicable.
“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class
A/B/C/D Adjusted Principal Amount on such date over (b) the Series 2015-3 Asset Amount on such date;
provided, however, the Principal Deficit Amount on any date that is prior to the Legal Final Payment
Date occurring during the period commencing on and including the date of the filing by Hertz of a
petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall
have resumed making all payments of Monthly Variable Rent required to be made by it under the Group I
Leases, shall mean the excess, if any, of (x) the Class A/B/C/D Adjusted Principal Amount on such date
over (y) the sum of (1) the Series 2015-3 Asset Amount on such date and (2) the lesser of (a) the Class
A/B/C/D Liquid Enhancement Amount on such date and (b) the Class A/B/C/D Required Liquid
Enhancement Amount on such date.
“Proceeds” has the meaning specified in Section 9-102(a)(64) of the applicable UCC.
“Program Vehicle” means an HVF Series 2013-G1 Program Vehicle or a Group I Program Vehicle, as
applicable.
“Purchased Notes” means, collectively, the Class A Notes, the Class B Notes and the Class C Notes.
“QI Nonconsolidation Opinion” means an Opinion of Counsel to the effect that, subject to certain facts,
assumptions and qualifications, in the event DB Services Americas, Inc. (or any entity that is a successor
to DB Services Americas, Inc. as the immediate parent of the Intermediary) becomes a debtor in a
voluntary or involuntary case under Title 11 of the United States Code, the court having jurisdiction over
such a case would not order the substantive consolidation of the Intermediary with DB Services
Americas, Inc. (or any entity that is a successor to DB Services Americas, Inc. as the immediate parent of
the Intermediary) in such case.
“QI Parent Downgrade Event” means the occurrence of either of the following as of any date of
determination: (a) both (i) Deutsche Bank AG (or any entity that is a successor to Deutsche Bank AG as
the ultimate parent of the Intermediary) shall have a short-term credit rating of below “P-1” from
Moody’s (or no short-term credit rating from Moody’s) as of such date or a long-term credit rating of
below “A1” from Moody’s, in each case as of such date, and in any such case the same continues for 45
days, and (ii) Deutsche Bank AG (or any entity that is a successor to Deutsche Bank AG as the ultimate
parent of the Intermediary) shall have a long-term credit rating of at least “Baa3” from Moody’s as of
such date, and the HVF Trustee shall not have received a QI Nonconsolidation Opinion on or prior to the
end of the 45 day period specified in the preceding clause (i); or (b) if Deutsche Bank AG (or any entity
that is a successor to Deutsche Bank AG as the ultimate parent of the Intermediary) shall have a long-term
credit rating of below “Baa3” from Moody’s as of such date.
“Qualified Earnings” means, with respect to any Relinquished Property, the earnings received on the
Relinquished Property Proceeds from such Relinquished Property that have been held in an Escrow
Account for a period not exceeding the Exchange Period for such Relinquished Property.
“Qualified Institution” means a depository institution organized under the laws of the United States of
America or any State thereof or incorporated under the laws of a foreign jurisdiction with a branch or
agency located in the United States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities that at all times (i) has the Required Rating and (ii) in
the case of any such institution organized under the laws of the United States of America, whose deposits
are insured by the FDIC.
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“Qualified Trust Institution” means an institution organized under the laws of the United States of
America or any State thereof or incorporated under the laws of a foreign jurisdiction with a branch or
agency located in the United States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities that at all times (i) is authorized under such laws to act
as a trustee or in any other fiduciary capacity, (ii) has capital, surplus and undivided profits of not less
than $50,000,000 as set forth in its most recent published annual report of condition, and (iii) has the
Required Trust Rating.
“Rating Agencies” (i) with respect to any Series of Group I Notes other than the Series 2015-3 Notes, has
the meaning, if any, specified in the applicable Group I Series Supplement, and (ii) with respect to the
Series 2015-3 Notes, means DBRS, Moody’s, Fitch and any other nationally recognized rating agency
rating the Series 2015-3 Notes at the request of the Issuer; provided that, if a Rating Agency ceases to rate
the Group I Notes of any Series of Group I Notes, such Rating Agency shall be deemed to no longer
constitute a Rating Agency for all purposes with respect to such Series of Group I Notes.
“Rating Agency Condition” (i) with respect to any Series of Group I Notes other than the Series 2015-3
Notes, has the meaning, if any, specified in the applicable Group I Series Supplement, and (ii) with
respect to the Series 2015-3 Notes, means the Series 2015-3 Rating Agency Condition.
“RCFC Nominee” means Rental Car Finance Corp (or any successor by operation of law, including
without limitation Rental Car Finance LLC), in its capacity as nominee under the RCFC Nominee
Agreement.
“RCFC Nominee Agreement” means the Vehicle Title Nominee Agreement, among the RCFC Nominee,
HVF, as nominating party, Hertz, and the Collateral Agent, substantively in the form attached to the HVF
Series 2013-G1 Supplement and the Group I Supplement.
“RCFC Nominee Applicability Period” means the period commencing on and including the RCFC
Nominee Trigger Date and ending on and including the date immediately preceding the RCFC Nominee
Sunset Date.
“RCFC Nominee Non-Qualified Period” means the period commencing on and including the RCFC
Nominee Trigger Date and ending on and including the date immediately preceding the RCFC Nominee
Qualification Date.
“RCFC Nominee Qualification Date” means the first date to occur following the RCFC Nominee Trigger
Date on which fewer than 500 vehicles are titled in the name of RCFC pursuant to the RCFC Nominee
Agreement.
“RCFC Nominee Sunset Date” means the first date to occur following the RCFC Nominee Trigger Date
on which no vehicle is titled in the name of RCFC pursuant to the RCFC Nominee Agreement.
“RCFC Nominee-Servicer” means Hertz in its capacity as nominee-servicer under the RCFC Nominee
Agreement.
“RCFC Securitization Documents” means the Amended and Restated Base Indenture, dated as of
February 14, 2007, between RCFC, as issuer and Deutsche Bank Trust Company Americas, as trustee, as
amended through the RCFC Nominee Trigger Date, together with each series supplement thereunder.
“Reallocated Vehicle” means an HVF Series 2013-G1 Lease Vehicle identified in an Inter-Lease
Reallocation Schedule.
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“Record Date” means, with respect to any Payment Date, the last day of the calendar month immediately
preceding such Payment Date.
“Regulation S” means Regulation S under the Securities Act.
“Regulation S Global Note” means a Series 2015-3 Note sold in an offshore transaction in reliance on
Regulation S which shall be represented by a single global note in fully registered form, without interest
coupons.
“Rejected Vehicle” means a vehicle with respect to which a lessee under the HVF Series 2013-G1 Lease
has notified HVF that such vehicle does not conform in all material respect to the Basic Lease Vehicle
Information with respect to such vehicle.
“Related Master Collateral” means, with respect to each Financing Source, all Related Vehicles and/or
Related Other Specified Collateral with respect to such Financing Source and all Pledged Master
Collateral relating to such Related Vehicles and/or Related Other Specified Collateral.
“Related Month” means, (i) with respect to any Payment Date or Determination Date, the most recently
ended calendar month and (ii) with respect to any other date, the calendar month in which such date
occurs.
“Related Other Specified Collateral” means, with respect to each Financing Source, all Other Specified
Collateral owned by a Grantor, and purchased, financed or refinanced in whole or in part, pursuant to the
Financing Documents with respect to such Financing Source, or otherwise pledged or allocated for the
benefit of such Financing Source pursuant to such Financing Documents, unless and until any such Other
Specified Collateral is redesignated for the benefit of another Beneficiary pursuant to the Collateral
Agency Agreement.
“Related Property” means in respect of each MEA Financing Document, Relinquished Property and the
related Relinquished Property Proceeds that, directly or indirectly, secure the obligations of an Exchangor
under or in connection with such MEA Financing Document.
“Related Vehicles” means, with respect to each Financing Source, all Pledged Vehicles owned by a
Grantor, and purchased, financed or refinanced, in whole or in part, pursuant to the Financing Documents
with respect to such Financing Source, unless and until any such Pledged Vehicle is redesignated for the
benefit of another Beneficiary pursuant to the Collateral Agency Agreement.
“Relevant DBRS Rating” means, with respect to any Person as of any date of determination: (a) if such
Person has both a long term issuer rating by DBRS and a senior unsecured rating by DBRS as of such
date, then the higher of such two ratings as of such date and (b) if such Person has only one of a long term
issuer rating by DBRS and a senior unsecured rating by DBRS as of such date, then such rating of such
Person as of such date; provided, that, if such Person does not have any of such ratings as of such date,
then there shall be no Relevant DBRS Rating with respect to such Person as of such date.
“Relevant Fitch Rating” means, with respect to any Person as of any date of determination, (a) if such
Person has both a senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of
such date, then the higher of such two ratings as of such date, and (b) if such Person has only one of a
senior unsecured rating by Fitch and a long term issuer default rating by Fitch as of such date, then such
rating of such Person as of such date; provided, that, if such Person does not have any of such ratings as
of such date, then there shall be no Relevant Fitch Rating with respect to such Person as of such date.
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“Relevant Moody’s Rating” means, with respect to any Person as of any date of determination, (a) if such
Person has both a long term senior unsecured rating by Moody’s and a long term corporate family rating
by Moody’s as of such date, then the higher of such two ratings as of such date, and (b) if such Person has
only one of a long term senior debt unsecured rating by Moody’s and a long term corporate family rating
by Moody’s as of such date, then such rating of such Person as of such date; provided, that, if such Person
does not have any of such ratings as of such date, then there shall be no Relevant Moody’s Rating with
respect to such Person as of such date.
“Relevant Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of
determination, (a) with respect to Moody’s, the Relevant Moody’s Rating with respect to such Person as
of such date, (b) with respect to Fitch, the Relevant Fitch Rating with respect to such Person as of such
date and (c) with respect to S&P, the Relevant S&P Rating with respect to such Person as of such date.
“Relevant S&P Rating” means, with respect to any Person as of any date of determination, the long term
local issuer rating by S&P of such Person as of such date; provided, that, if such Person does not have a
long term local issuer rating by S&P as of such date, then there shall be no Relevant S&P Rating with
respect to such Person as of such date.
“Relinquished Property” means certain items of Tangible Personal Property qualifying as “relinquished
property” (within the meaning of Section 1.1031(k)-1(a) of the Treasury Regulations) for an Exchange
under the Master Exchange Agreement.
“Relinquished Property Agreement” means any agreement relating to the sale or other disposition of
Relinquished Property, including but not limited to each Manufacturer Program relating to Relinquished
Property of a Legal Entity, each agreement arising from the exercise by a Legal Entity of its right to sell a
vehicle that is Relinquished Property to a Manufacturer pursuant to the terms of its Manufacturer Program
and each agreement by a Legal Entity to sell a vehicle that is Relinquished Property to any third party
other than pursuant to a Manufacturer Program.
“Relinquished Property Proceeds” shall mean, funds derived from or otherwise attributable to the transfer
of Relinquished Property, including any Qualified Earnings thereon.
“Relinquished Property Rights” means, collectively, any Relinquished Property, the related identifiable
Relinquished Property Proceeds or Relinquished Property Subject to Liabilities or the related Rights with
respect to such Relinquished Property, if any.
“Relinquished Property Subject to Liabilities” means any Relinquished Property that is subject to (i) a
requirement or obligation that debt or other financial accommodations must be repaid as a result of such
Relinquished Property being transferred or (ii) a requirement that the sale proceeds from the disposition
of such Relinquished Property be applied in whole or in part to satisfy the debt or other financial
accommodations.
“Replacement Property” means certain vehicles that are like-kind, as defined in Sections 1.1031(a)-1(b)
and 1.1031(a)-2 of the Treasury Regulations, to the Relinquished Property and held for productive use, as
described in Section 1.1031(a)-1 of the Treasury Regulations, in connection with the Exchangor’s
business operations and qualifying as “replacement property” within the meaning of Section 1.1031(k)-
1(a) of the Treasury Regulations.
“Replacement Property Agreement” means any agreement relating to the acquisition of Replacement
Property.
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“Reportable Event” has the meaning specified in Title IV of ERISA.
“Repurchase Period” means, with respect to any Program Vehicle, the period during which such vehicle
may be turned in to the Manufacturer thereof for repurchase or sale at auction pursuant to the applicable
Manufacturer Program.
“Repurchase Price” with respect to any Program Vehicle (i) subject to a Group I Repurchase Program
means the price paid or payable by the Manufacturer thereof to repurchase such Program Vehicle
pursuant to its Group I Manufacturer Program and (ii) subject to a Group I Guaranteed Depreciation
Program means the amount which the Manufacturer thereof guarantees will be paid to the seller of such
Program Vehicle by such Manufacturer and/or the related auction dealers upon the disposition of such
Program Vehicle pursuant to its Group I Manufacturer Program.
“Required Contractual Criteria” means, with respect to any Group I Repurchase Program or Group I
Guaranteed Depreciation Program as of any date of determination, terms therein pursuant to which: (i)
such Group I Repurchase Program or Group I Guaranteed Depreciation Program, as applicable, is in full
force and effect as of such date with a Manufacturer, (ii) the repurchase price or guaranteed auction sale
price with respect to each Group I Eligible Vehicle subject thereto is at least equal to the Capitalized Cost
of such Group I Eligible Vehicle, minus all Depreciation Charges accrued with respect to such Group I
Eligible Vehicle prior to the date that such Group I Eligible Vehicle is submitted for repurchase or resale
(after any applicable minimum holding period), minus excess mileage charges (or, specifically in respect
of HVF Series 2013-G1 Lease Vehicles, HVF Series 2013-G1 Excess Mileage Charges), minus excess
damage charges (or, specifically in respect of HVF Series 2013-G1 Lease Vehicles, HVF Series 2013-G1
Excess Damage Charges), (iii) such Group I Repurchase Program or Group I Guaranteed Depreciation
Program, as applicable, cannot be unilaterally amended or terminated with respect to any Group I Eligible
Vehicle subject thereto after the purchase of such Group I Eligible Vehicle, and (iv) the assignment of the
benefits (but not the burdens) of which to the related Group I Leasing Company and the Collateral Agent
has been acknowledged in writing by the related Manufacturer.
“Required Controlling Class Series 2015-3 Noteholders” means (i) for so long as the Class A Notes are
outstanding, Class A Noteholders holding more than 50% of the principal amount of the Class A Notes,
(ii) if no Class A Notes are outstanding, Class B Noteholders holding more than 50% of the principal
amount of the Class B Notes, (iii) if no Class A Notes or Class B Notes are outstanding, Class C
Noteholders holding more than 50% of the principal amount of the Class C Notes, (iv) if no Class A
Notes, Class B Notes or Class C Notes are outstanding, Class D Noteholders holding more than 50% of
the principal amount of the Class D Notes, and (v) if (x) no Class A Notes, Class B Notes, Class C Notes
or Class D Notes are outstanding and (y) Class E Notes have been issued and are outstanding, Class E
Noteholders holding more than 50% of the principal amount of the Class E Notes. The Required
Controlling Class Series 2015-3 Noteholders shall be the “Required Series Noteholders” with respect to
the Series 2015-3 Notes.
“Required Rating” means:
(i) for so long as DBRS is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a short-term certificate of deposit rating of at least “R-1H” from DBRS and a long-
term unsecured debt rating of at least “AA(L)” from DBRS;
(ii) for so long as Moody’s is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a short-term certificate of deposit rating of at least “P-1” from Moody’s and a long-
term unsecured debt rating of at least “A2” from Moody’s;
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(iii) for so long as Fitch is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a short-term certificate of deposit rating of at least “F1+” from Fitch and a long-
term unsecured debt rating of at least “AA-” from Fitch; and
(iv) for so long as S&P is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a short-term certificate of deposit rating of at least “A-1+” from S&P and a long-
term unsecured debt rating of at least “AA-” from S&P.
“Required Series Noteholders” has the meaning specified, with respect to each Series of Group I Notes, in
the Group I Series Supplement with respect to such Series of Group I Notes.
“Required Trust Rating” means:
(i) for so long as DBRS is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a long term deposits rating of at least “BBB(L)” from DBRS;
(ii) for so long as Moody’s is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a long term deposits rating of at least “Baa3” from Moody’s;
(iii) for so long as Fitch is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a long term deposits rating of at least “BBB-” from Fitch; and
(iv) for so long as S&P is a Rating Agency with respect to any Series of Group I Notes
Outstanding, a long term deposits rating of at least “BBB-” from S&P.
“Requirements of Law” means, with respect to any Person or any of its property (other than its
Subsidiaries), the certificate of incorporation or articles of association and by-laws, limited liability
company agreement, partnership agreement or other organizational or governing documents of such
Person or any of its property (other than its Subsidiaries), and any law, treaty, rule or regulation, or
determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon
such Person or any of its property (other than its Subsidiaries) or to which such Person or any of its
property (other than its Subsidiaries) is subject, whether Federal, state or local.
“Requisite Group I Investors” means Group I Noteholders holding in excess of 50% of the Aggregate
Group I Principal Amount (voting as a single class); provided, however, that, upon the occurrence and
during the continuance of an Amortization Event with respect to any Series of Group I Notes held by a
committed note purchaser, the purchase commitment of such committed note purchaser shall be deemed
to be zero.
“Requisite Group Investors” (i) with respect to any Group of Notes other than the Group I Notes, has the
meaning specified, with respect to any Group, in the applicable Group Supplement and (ii) with respect to
the Group I Notes, means the Requisite Group I Investors.
“Revolving Period” (i) with respect to each Series of Group I Notes other than the Series 2015-3 Notes,
has the meaning specified in the Group I Series Supplement with respect to such Series of Group I Notes,
and (ii) with respect to the Series 2015-3 Notes, means the Series 2015-3 Revolving Period.
“Rights” means (1) with respect to any Relinquished Property, each Legal Entity’s rights in a
Relinquished Property Agreement (but not its obligations thereunder), as defined in Treasury Regulations
Section 1.1031(k)-1(g)(4)(iv) and (v), including the rights to transfer such Relinquished Property and (2)
with respect to any Replacement Property, each Legal Entity’s rights in a Replacement Property
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Agreement (but not its obligations thereunder), as defined in Treasury Regulations Section 1.1031(k)-
1(g)(4)(iv) and (v), including the rights to acquire such Replacement Property.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
“Senior Credit Facilities” means one or more of Hertz’s (a) senior secured asset based revolving loan
facility, provided under a credit agreement, dated as of March 11, 2011, among Hertz Equipment Rental
Corporation, Hertz together with certain of Hertz’s subsidiaries, as borrower, the several banks and
financial institutions from time to time party thereto, as lenders, Deutsche Bank AG New York Branch, as
administrative agent and collateral agent, Deutsche Bank AG Canada Branch, as Canadian administrative
agent and Canadian collateral agent, Wells Fargo Bank, National Association, as syndication agent and
co-collateral agent, and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Credit Agricole
Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as co-documentation agents, and the
other financial institutions party thereto from time to time; (b) the Senior Term Facility; and (c) any
successor or replacement revolving credit facility or facilities to the senior secured asset based revolving
loan facility described in clause (a). Any of the foregoing may continue to be a “Senior Credit Facility”
notwithstanding Hertz Equipment Rental Corporation ceasing to be a party thereto.
“Senior Term Facility” means Hertz’s senior secured term loan facility, provided under a credit
agreement, dated as of March 11, 2011, among Hertz together with certain of Hertz’s subsidiaries, as
borrower, the several banks and financial institutions from time to time party thereto, as lenders, Deutsche
Bank AG New York Branch, as administrative agent and collateral agent, Wells Fargo Bank, National
Association, as syndication agent, and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A.,
Credit Agricole Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as co-documentation
agents, and the other financial institutions party thereto from time to time, as it may be amended,
amended and restated, supplemented or otherwise modified from time to time, and shall include any
successor or replacement credit facility to such senior secured term loan facility.
“Series 2013-A Notes” means the Issuer’s Series 2013-A Variable Funding Rental Car Asset Backed
Notes issued pursuant to the Series 2013-A Supplement to the Group I Indenture.
“Series 2013-B Notes” means the Issuer’s Series 2013-B Variable Funding Rental Car Asset Backed
Notes issued pursuant to the Series 2013-B Supplement to the Group II Indenture.
“Series 2013-G1 HVF Segregated Exchange Account” means any HVF Segregated Exchange Account
that receives funds relating to Relinquished Property Proceeds and Relinquished Property Subject to
Liabilities from an HVF Series 2013-G1 Eligible Vehicle. Each such Series 2013-G1 HVF Segregated
Exchange Account shall receive funds relating solely to the HVF Series 2013-G1 Collateral, including
any successor or replacement account.
“Series 2013-G1 HVF Segregated Liened Vehicle Collateral” means, as of any date of determination, the
Series 2013-G1 HVF Segregated Vehicle Collateral other than the Series 2013-G1 HVF Segregated Non-
Liened Vehicle Collateral as of such date.
“Series 2013-G1 HVF Segregated Non-Liened Vehicle Collateral” means, as of any date of
determination, the portion of the Series 2013-G1 HVF Segregated Vehicle Collateral relating to Related
Vehicles that are designated by the Collateral Servicer as of such date as “Non-Liened Vehicles” (as
defined in the Collateral Agency Agreement) in accordance with the Collateral Agency Agreement.
“Series 2013-G1 HVF Segregated Vehicle Collateral” means the Related Master Collateral with respect
to The Bank of New York Mellon, acting on behalf of the HVF Series 2013-G1 Noteholder, as a
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Financing Source pursuant to the HVF Series 2013-G1 Financing Source and Beneficiary Supplement
under the Collateral Agency Agreement. The Series 2013-G1 HVF Segregated Vehicle Collateral shall
be the HVF Segregated Vehicle Collateral with respect to the HVF Series 2013-G1 Note.
“Series 2015-3 Account Collateral” means,
(a) each Series 2015-3 Account, including any security entitlement with respect to Financial
Assets credited thereto;
(b) all funds, Financial Assets or other assets on deposit in each Series 2015-3 Account from
time to time;
(c) all certificates and instruments, if any, representing or evidencing any or all of each
Series 2015-3 Account, the funds on deposit therein or any security entitlement with respect to
Financial Assets credited thereto from time to time; and
(d) all Proceeds of any and all of the foregoing clauses (a) through (c), including cash.
“Series 2015-3 Accounts” means the Series 2015-3 Distribution Account, the Series 2015-3 Principal
Collection Account, the Series 2015-3 Interest Collection Account, the Class A/B/C/D Reserve Account
and each Class A/B/C/D L/C Cash Collateral Account.
“Series 2015-3 Accrued Amounts” means, on any date of determination, the sum of the amounts payable
(without taking into account availability of funds) pursuant to clauses (first) through (tenth) and (twelfth)
under “Allocations and Applications of Collections and Priorities of Payments – Priority of Payments on
the Series 2015-3 Notes – Interest Collections” that have accrued and remain unpaid as of such date.
“Series 2015-3 Annual Senior Fee Cap” means, with respect to any Payment Date occurring in any
calendar year, the excess, if any, of (i) $600,000 over (ii) the sum of the aggregate Series 2015-3 Group I
Administrator Fee Amounts, the aggregate Series 2015-3 Group I Issuer Operating Expense Amounts and
the aggregate Series 2015-3 Group I Trustee Fee Amounts, in each case, that have been paid with respect
to all previous Payment Dates, if any, in such calendar year.
“Series 2015-3 Asset Amount” means, as of any date of determination, the product of (i) the Series 2015-
3 Floating Allocation Percentage as of such date and (ii) the Group I Aggregate Asset Amount as of such
date.
“Series 2015-3 Capped Group I Administrator Fee Amount” means, with respect to any Payment Date, an
amount equal to the lesser of (i) the Series 2015-3 Group I Administrator Fee Amount with respect to
such Payment Date and (ii) the Series 2015-3 Annual Senior Fee Cap as of such Payment Date.
“Series 2015-3 Capped Group I Issuer Operating Expense Amount” means, with respect to any Payment
Date the lesser of (i) the Series 2015-3 Group I Issuer Operating Expense Amount, with respect to such
Payment Date and (ii) the excess, if any, of (x) the Series 2015-3 Annual Senior Fee Cap as of such
Payment Date over (y) the sum of the Series 2015-3 Group I Administrator Fee Amount and the Series
2015-3 Group I Trustee Fee Amount, in each case with respect to such Payment Date.
“Series 2015-3 Capped Group I Trustee Fee Amount” means, with respect to any Payment Date, an
amount equal to the lesser of (i) the Series 2015-3 Group I Trustee Fee Amount, with respect to such
Payment Date and (ii) the excess, if any, of (x) the Series 2015-3 Annual Senior Fee Cap as of such
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Payment Date over (y) the Series 2015-3 Group I Administrator Fee Amount with respect to such
Payment Date.
“Series 2015-3 Carrying Charges” means, as of any day, the sum of (in each case, exclusive of any Group
I Carrying Charges):
(i) all fees or other costs, expenses and indemnity amounts, if any, payable by the Issuer to:
(a) the Trustee (other than Series 2015-3 Group I Trustee Fee Amounts),
(b) the Group I Administrator (other than Series 2015-3 Group I Administrator Fee
Amounts), or
(c) any other party to a Series 2015-3 Related Document,
in each case under and in accordance with such Series 2015-3 Related Document, plus
(ii) any other operating expenses of the Issuer that have been invoiced as of such date and are
then payable by the Issuer relating the Series 2015-3 Notes.
“Series 2015-3 Closing Date” means October 7, 2015.
“Series 2015-3 Collateral” means the Group I Indenture Collateral, each Class A/B/C/D Letter of Credit,
the Series 2015-3 Account Collateral with respect to each Series 2015-3 Account and each Class A/B/C/D
Demand Note.
“Series 2015-3 Deposit Date” means each Business Day on which any Group I Collections are deposited
into the Group I Collection Account.
“Series 2015-3 Distribution Account” means the distribution account established and maintained by the
Issuer with the Trustee, in the name of and under the control of the Trustee for the benefit of the Series
2015-3 Noteholders and titled the “Series 2015-3 Distribution Account”, including any successor or
replacement account.
“Series 2015-3 Excess Group I Administrator Fee Amount” means, with respect to any Payment Date, an
amount equal to the excess, if any, of (i) the Series 2015-3 Group I Administrator Fee Amount with
respect to such Payment Date over (ii) the Series 2015-3 Capped Group I Administrator Fee Amount with
respect to such Payment Date.
“Series 2015-3 Excess Group I Issuer Operating Expense Amount” means, with respect to any Payment
Date the excess, if any, of (i) the Series 2015-3 Group I Issuer Operating Expense Amount with respect to
such Payment Date over (ii) the Series 2015-3 Capped Group I Issuer Operating Expense Amount with
respect to such Payment Date.
“Series 2015-3 Excess Group I Trustee Fee Amount” means, with respect to any Payment Date, an
amount equal to the excess, if any, of (i) the Series 2015-3 Group I Trustee Fee Amount with respect to
such Payment Date over (ii) the Series 2015-3 Capped Group I Trustee Fee Amount with respect to such
Payment Date.
“Series 2015-3 Floating Allocation Percentage” means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 2015-3 Adjusted Asset Coverage
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Threshold Amount as of such date and the denominator of which is the Group I Aggregate Asset
Coverage Threshold Amount as of such date.
“Series 2015-3 Group I Administrator Fee Amount” means, with respect to any Payment Date, an amount
equal to the Series 2015-3 Percentage of fees payable to the Group I Administrator pursuant to the Group
I Administration Agreement on such Payment Date.
“Series 2015-3 Group I Issuer Operating Expense Amount” means, with respect to any Payment Date, the
sum (without duplication) of (a) the aggregate amount of Series 2015-3 Carrying Charges on such
Payment Date (excluding any Series 2015-3 Carrying Charges payable to the Series 2015-3 Noteholders)
and (b) the Series 2015-3 Percentage of the Group I Carrying Charges, if any, payable by the Issuer on
such Payment Date (excluding any Group I Carrying Charges payable to the Series 2015-3 Noteholders).
“Series 2015-3 Group I Trustee Fee Amount” means, with respect to any Payment Date, an amount equal
to the Series 2015-3 Percentage of fees payable to the Trustee with respect to the Group I Notes on such
Payment Date.
“Series 2015-3 Indenture” means the Group I Indenture, as supplemented by the Series 2015-3
Supplement.
“Series 2015-3 Interest Collection Account” means the securities account established and maintained by
the Issuer with the Trustee, in the name of and under the control of the Trustee for the benefit of the
Series 2015-3 Noteholders and titled the “Series 2015-3 Interest Collection Account”, including any
successor or replacement account.
“Series 2015-3 Interest Period” means a period commencing on and including a Payment Date and ending
on and including the day preceding the next succeeding Payment Date; provided, however, that the initial
Series 2015-3 Interest Period shall commence on and include the Series 2015-3 Closing Date and end on
and include October 25, 2015.
“Series 2015-3 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the
excess, if any, of (a) the aggregate amount of Group I Interest Collections that on each day during the
Series 2015-3 Revolving Period, would have been deposited into the Series 2015-3 Interest Collection
Account if all payments of Monthly Variable Rent required to have been made under the Group I Leases
from but excluding the preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Group I Interest Collections that pursuant to the provisions concerning
allocations of Group I Principal Collections to the Series 2015-3 Notes have been received for deposit
into the Series 2015-3 Interest Collection Account from but excluding the preceding Payment Date to and
including such Payment Date.
“Series 2015-3 Lease Payment Deficit” means either a Series 2015-3 Lease Interest Payment Deficit or a
Series 2015-3 Lease Principal Payment Deficit.
“Series 2015-3 Lease Principal Payment Carryover Deficit” means (a) for the initial Payment Date, zero
and (b) for any other Payment Date, the excess, if any, of (x) the Series 2015-3 Lease Principal Payment
Deficit, if any, on the preceding Payment Date over (y) all amounts deposited into the Series 2015-3
Principal Collection Account on or prior to such Payment Date on account of such Series 2015-3 Lease
Principal Payment Deficit.
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“Series 2015-3 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series
2015-3 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2015-3 Lease
Principal Payment Carryover Deficit for such Payment Date.
“Series 2015-3 Manufacturer Amount” means, as of any date of determination and with respect to any
Group I Manufacturer, the sum of:
(i) the aggregate Group I Net Book Value of all Group I Eligible Vehicles manufactured by
such Group I Manufacturer as of such date; and
(ii) the aggregate amount of all Series 2015-3 Eligible Manufacturer Receivables with
respect to such Group I Manufacturer.
“Series 2015-3 Maximum Manufacturer Amount” means, as of any date of determination and with
respect to any Group I Manufacturer, an amount equal to the product of (a) the Series 2015-3
Manufacturer Percentage for such Group I Manufacturer and (b) the Group I Aggregate Asset Amount as
of such date.
“Series 2015-3 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal
to the excess, if any, of (a) the aggregate amount of Group I Principal Collections that pursuant to the
provisions concerning allocations of Group I Principal Collections to the Series 2015-3 Notes would have
been deposited into the Series 2015-3 Principal Collection Account if all payments required to have been
made under the Group I Leases from but excluding the preceding Payment Date to and including such
Payment Date were made in full over (b) the aggregate amount of Group I Principal Collections that
pursuant to the provisions concerning allocations of Group I Principal Collections to the Series 2015-3
Notes have been received for deposit into the Series 2015-3 Principal Collection Account from but
excluding the preceding Payment Date to and including such Payment Date.
“Series 2015-3 Non-Liened Vehicle Amount” means, as of any date of determination, the sum of the
Group I Net Book Value as of such date of each Group I Eligible Vehicle for which the Disposition Date
has not occurred as of such date and with respect to which the certificate of title does not note the
Collateral Agent as the first lienholder (and, the certificate of title with respect to which has not been
submitted to the appropriate state authorities for such notation or the fees due in respect of such notation
have not yet been paid); provided that, commencing on the RCFC Nominee Trigger Date and ending on
the twentieth (20th) Business Day following the RCFC Nominee Trigger Date, no Group I Eligible
Vehicle (or the Group I Net Book Value thereof) titled in the name of RCFC pursuant to the RCFC
Nominee Agreement will be included in the Series 2015-3 Non-Liened Vehicle Amount.
“Series 2015-3 Noteholders” means the Class A Noteholders, the Class B Noteholders, the Class C
Noteholders, the Class D Noteholders and, if the Class E Notes have been issued, the Class E
Noteholders, collectively.
“Series 2015-3 Past Due Rent Payment” means, (a) with respect to any Past Due Rent Payment in respect
of a Series 2015-3 Lease Principal Payment Deficit, an amount equal to the Series 2015-3 Invested
Percentage with respect to Group I Principal Collections (as of the Payment Date on which such Series
2015-3 Lease Payment Deficit occurred) of such Past Due Rent Payment and (b) with respect to any Past
Due Rent Payment in respect of a Series 2015-3 Lease Interest Payment Deficit, an amount equal to the
Series 2015-3 Invested Percentage with respect to Group I Interest Collections (as of the Payment Date on
which such Series 2015-3 Lease Payment Deficit occurred) of such Past Due Rent Payment.
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“Series 2015-3 Payment Date Available Interest Amount” means, with respect to each Series 2015-3
Interest Period, the sum of the Series 2015-3 Daily Interest Allocations for each Series 2015-3 Deposit
Date in such Series 2015-3 Interest Period.
“Series 2015-3 Percentage” means, as of any date of determination, a fraction, expressed as a percentage,
the numerator of which is the Series 2015-3 Principal Amount as of such date and the denominator of
which is the Aggregate Group I Principal Amount as of such date.
“Series 2015-3 Permitted Investments” means (i) Permitted Investments and (ii) any other instruments or
securities, if each Rating Agency then rating any outstanding Class of Series 2015-3 Notes at the request
of the Issuer will not have advised in writing that the investment in such instruments or securities will
result in the reduction or withdrawal of its then-current rating of such outstanding Class of Series 2015-3
Notes; provided that, for so long as Fitch is rating any Class of Series 2015-3 Notes, (x) any investment in
a money market fund rated by Fitch will only be a Series 2015-3 Permitted Investment if such money
market fund has a rating of “AAAmmf” from Fitch, (y) any investment in commercial paper will only be
a Series 2015-3 Permitted Investment if such commercial paper has (at the earlier of the time of the
investment and the time of the contractual commitment to invest therein) a rating of “F1” from Fitch, and
(z) any other Permitted Investment (other than those described clause (i) of the definition of Permitted
Investments) will only be a Series 2015-3 Permitted Investment if the institution issuing such Permitted
Investment has a long-term issuer default rating of at least “A” by Fitch and a short-term issuer default
rating of “F1” by Fitch.
“Series 2015-3 Permitted Liens” means (i) Liens for current taxes not delinquent or for taxes being
contested in good faith and by appropriate proceedings, and with respect to which adequate reserves have
been established, and are being maintained, in accordance with GAAP, (ii) mechanics’, materialmen’s,
in accordance with GAAP and (iii) Liens in favor of the Trustee pursuant to any Series 2015-3 Related
Document, Group I Related Document or Base Related Document and Liens in favor of the Collateral
Agent pursuant to the Collateral Agency Agreement.
“Series 2015-3 Principal Amount” means, as of any date of determination, the sum of the Class A
Principal Amount, the Class B Principal Amount, the Class C Principal Amount, the Class D Principal
Amount and, if the Class E Notes have been issued as of such date, the Class E Principal Amount, in each
case, as of such date.
“Series 2015-3 Principal Collection Account” means the securities account established and maintained by
the Issuer with the Trustee, in the name of and under the control of the Trustee for the benefit of the
Series 2015-3 Noteholders and titled the “Series 2015-3 Principal Collection Account”, including any
successor or replacement account.
“Series 2015-3 Principal Collection Account Amount” means, as of any date of determination, the amount
of cash on deposit in and Series 2015-3 Permitted Investments credited to the Series 2015-3 Principal
Collection Account as of such date.
“Series 2015-3 Rating Agency Condition” means (a) the notification in writing by each Rating Agency
then rating any Class of Series 2015-3 Notes at the request of HVF II that a proposed action will not
result in a reduction or withdrawal by such Rating Agency of the rating or credit risk assessment of such
Class of Series 2015-3 Notes, or (b) each Rating Agency then rating any Class of Series 2015-3 Notes at
the request of HVF II shall have been given notice of such event at least ten (10) days prior to the
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occurrence of such event (or, if ten (10) day’s advance notice is impracticable, as much advance notice as
is practicable) and such Rating Agency shall not have issued any written notice prior to the occurrence of
such event that the occurrence of such event will itself cause such Rating Agency to downgrade, qualify,
or withdraw its rating assigned to such Class.
“Series 2015-3 Related Documents” means the Base Related Documents, the Group I Related
Documents, the Series 2015-3 Supplement, each Class A/B/C/D Demand Note and that certain Back-Up
Disposition Agent Agreement dated as of November 25, 2013, by and among Fiserv Automotive
Solutions, Inc., Hertz, as “Servicer,” and the Trustee (as the same may be amended, restated, modified or
supplemented from time to time in accordance with its terms), and any successor agreement entered into
with a successor back-up disposition agent in accordance with the foregoing agreement.
“Series 2015-3 Required Noteholders” means Series 2015-3 Noteholders holding more than 50% of the
Series 2015-3 Principal Amount (excluding any Series 2015-3 Notes held by the Issuer or any Affiliate of
the Issuer (other than Series 2015-3 Notes held by an Affiliate Issuer)).
“Series 2015-3 Senior Interest Waterfall Shortfall Amount” means, with respect to any Payment Date, the
excess, if any, of (a) the sum of the amounts payable (without taking into account availability of funds)
pursuant to items first through eighth in the priority of payments for interest proceeds described under
“Allocations and Applications of Collections and Priorities of Payments – Priority of Payments on the
Series 2015-3 Notes – Interest Collections” on such Payment Date over (b) the sum of (i) the Series 2015-
3 Payment Date Available Interest Amount with respect to the Series 2015-3 Interest Period ending on
such Payment Date and (ii) the aggregate amount of all deposits into the Series 2015-3 Interest Collection
Account with proceeds of the Class A/B/C/D Reserve Account, each Class A/B/C/D Demand Note, each
Class A/B/C/D Letter of Credit and each Class A/B/C/D L/C Cash Collateral Account, in each case made
since the immediately preceding Payment Date; provided that, the amount calculated pursuant to the
preceding clause (b)(ii) shall be calculated on a pro forma basis and prior to giving effect to any
withdrawals from the Series 2015-3 Principal Collection Account for deposit into the Series 2015-3
Interest Collection Account on such Payment Date.
“Series 2015-3 Supplement” means the supplement, dated as of the Series 2015-3 Closing Date, among
the Issuer, the Group I Administrator and the Trustee, to the Group I Supplement to the Base Indenture.
“Series 2015-3 Third-Party Market Value Procedures” means, with respect to each calendar month and
each Group I Non-Program Vehicle, on or prior to the Determination Date for such calendar month:
(a) the Issuer shall make one attempt (or cause the Group I Administrator to make one
attempt) to obtain a Monthly NADA Mark for each Group I Non-Program Vehicle that was a
Group I Non-Program Vehicle as of the first day of such calendar month; and
(b) if no Monthly NADA Mark was obtained for any such Group I Non-Program Vehicle
described in clause (a) above upon such attempt, then the Issuer shall make one attempt (or cause
the Group I Administrator to make one attempt) to obtain a Monthly Blackbook Mark for any
such Group I Non-Program Vehicle.
“Series 2014-A Notes” means the Issuer’s Series 2014-A Variable Funding Rental Car Asset Backed
Notes issued pursuant to the Series 2014-A Supplement to the Group I Indenture.
“Series of Group I Notes” means each Series of Group I Notes issued and authenticated pursuant to the
Group I Indenture and the applicable Group I Series Supplement.
264
“Series of Notes” means a series of notes issued pursuant to a Series Supplement. Unless otherwise
stated, “Series of Notes” refers only to notes issued by the Issuer.
“Series Permitted Liens” (i) with respect to any Series of Notes other than the Series 2015-3 Notes, has
the meaning set forth in the Series Supplement with respect to such Series, and (ii) with respect to the
Series 2015-3 Notes, means the Series 2015-3 Permitted Liens.
“Series Related Document” (i) with respect to any Series of Notes other than the Series 2015-3 Notes, has
the meaning, set forth in the Series Supplement with respect to such Series, and (ii) with respect to the
Series 2015-3 Notes, means a Series 2015-3 Related Document.
“Series Supplement” means (a) with respect to any Group Supplement, a supplement to such Group
Supplement complying (to the extent applicable) with the terms of such Group Supplement pursuant to
which a Series of Notes is issued, and (b) with respect to the HVF Base Indenture, a supplement to the
HVF Base Indenture complying (to the extent applicable) with the terms of the HVF Base Indenture
pursuant to which a series of HVF Indenture Notes is issued.
“Series-Specific Collateral” means, with respect to any Series of Notes, the collateral specified in the
related Series Supplement as solely for the benefit of such Series of Notes.
“Series-Specific Collection Account” shall have the meaning, with respect to any Series of Notes, set
forth in the Series Supplement with respect to such Series of Notes.
“Servicer” means Hertz in its capacity as servicer under the HVF Series 2013-G1 Lease.
“Subordinated Series of Group I Notes” means a subordinated Series of Group I Notes (other than, for the
avoidance of doubt, a subordinated Class of Group I Notes issued pursuant to a Group I Series
Supplement) which is fully subordinated to each Series of Group I Notes Outstanding (other than any
other previously issued Subordinated Series of Group I Notes).
“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other
business entity (a) of which securities or other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or more than 50% of the general partnership
interests are, at the time any determination is being made, owned, controlled or held by such Person or (b)
that is, at the time any determination is being made, otherwise controlled, by such Person or one or more
subsidiaries of such Person or by such Person and one or more subsidiaries of such Person.
“Tangible Personal Property” means any item of tangible personal property used by the Exchangor in its
business operations.
“Trustee” means The Bank of New York Mellon Trust Company, N.A.
“Turnback Date” means, with respect to any Group I Eligible Vehicle that is a Group I Program Vehicle,
the date on which such Group I Eligible Vehicle is accepted for return by a Manufacturer or its agent
pursuant to its Group I Manufacturer Program.
“U.S. Government Obligations” means direct obligations of the United States of America, or any agency
or instrumentality thereof for the payment of which the full faith and credit of the United States of
America is pledged as to full and timely payment of such obligations.
“Vehicle” means a passenger automobile, van or light-duty truck.
265
“Vehicle Term” means:
(a) for HVF Series 2013-G1 Lease Vehicles without a special term, the period extending
from the Vehicle Lease Commencement Date of the lease through the Vehicle Operating Lease
Expiration Date; or
(b) for HVF Series 2013-G1 Lease Vehicles with a special term, the Vehicle Operating Lease
Commencement Date for such HVF Series 2013-G1 Lease Vehicle through the earlier to occur
of the last day of the special term applicable to such HVF Series 2013-G1 Lease Vehicle and the
date when the lease for such HVF Series 2013-G1 Lease Vehicle would have terminated if such
HVF Series 2013-G1 Lease Vehicle did not have a special term; provided that, at the expiration
of each special term with respect to such HVF Series 2013-G1 Lease Vehicle, the lease of such
HVF Series 2013-G1 Lease Vehicle shall automatically be renewed for a successive special term
applicable to such HVF Series 2013-G1 Lease Vehicle, until the earlier to occur of the
Maximum Lease Termination Date with respect to such HVF Series 2013-G1 Lease Vehicle and
the date that would be the Vehicle Operating Lease Expiration Date for such HVF Series 2013-
G1 Lease Vehicle if such HVF Series 2013-G1 Lease Vehicle did not have a special term.
266
ANNEX I
EXAMPLE CALCULATIONS OF BORROWING BASE AND ADVANCE RATES
Key Hypothetical Assumptions

- Hypothetical values populated in "Series 2015-3 AAA Component Amount" column are the result of DBRS or Moody's credit rating classification and eligibility criteria, as applicable
- Hypothetical value populated in Series 2015-3 Allocable Concentration Excess Amount column related to 2015-3 Eligible Investment Grade non-Program Vehicle Amount
- Hypothetical Series 2015-3 Failure Percentage of 1.0%
HVF II Series 2015-3 Hypothetical Example Borrowing Base Calculations
Series 2015-3 AAA Component Series 2015-3 AAA Series 2015-3 Series 2015-3 Series 2015-3 Series 2015-3 Series 2015-3 Series 2015-
Component Baseline Concentration Excess Concentration Concentration MTM / DT 3 Adjusted
Amount Advance Rates Amount Excess Advance Adjusted Advance Rate Advance
(portion allocated) Rate Adjustment Advance Rate Adjustment Rate
A B C D E F G Formulas
Series 2015-3 Eligible Investment Grade
1,000.00 91.00% - 0.00% 91.00% 91.00%
Program Vehicle Amount
200.00 91.00% - 0.00% 91.00% 91.00%
Program Receivable Amount
Series 2015-3 Eligible Non-Investment
2,000.00 89.00% - 0.00% 89.00% 89.00%
Grade Program Vehicle Amount
Grade (High) Program Receivable 300.00 89.00% - 0.00% 89.00% 89.00%
Amount
Grade (Low) Program Receivable 100.00 0.00% - 0.00% 0.00% 0.00%
Amount
6,000.00 86.75% 50.00 0.72% 86.03% 0.8603% 85.17%
Non-Program Vehicle Amount
4,000.00 84.25% - 0.00% 84.25% 0.8425% 83.41%
Grade Non-Program Vehicle Amount
Group I Cash Amount 50.00 100.00% 100%
Series 2015-3 Remainder AAA Amount 50.00 0.00% 0.00%
Group I Due & Unpaid Lease Payment
225.00
Amount
Total 13,925.00 50.00 Series 2015-3 Blended Advance 84.93% Series 2015-3 Blended
Rate: Advance Rate = lesser of
Ʃ (A * G) / Ʃ (A)
(in each case excluding Group
I Due & Unpaid Lease
Payment Amount row) and
88.95%
Formulas / Values Raw Values Raw Values Raw Values (C / A) * B B-D Series 2015-3 Series 2015-
Failure 3 Adjusted
Percentage * Advance
(B - D) Rate
B-D-F
ANNEX II
FLEET DATA TABLES AND NOTES
Annex II-A Historical Fleet Data Important Explanatory Notes
Annex II-B Historical Non-Program and Program Net Book Value
Annex II-C Historical Non-Program Net Book Value by Original Equipment Manufacturer
Annex II-D Historical Program Net Book Value by Original Equipment Manufacturer
Annex II-E Historical Net Book Value by Original Equipment Manufacturer
Annex II-F Historical Fair Market Value and Disposition Proceeds Experience
Annex II-G Non-Program Effective Economic Depreciation
Annex II-H Program Effective Economic Depreciation
Annex II-I Historical Casualty and Recovery Experience
Annex II-J Historical Average Age

ANNEX II-A
Historical Fleet Data Important Explanatory Notes
The accompanying historical fleet data tables (collectively the “Fleet Data Tables”) contain certain
historical data related to the vehicles owned by HVF and RCFC for the period from July 2009 through
March 2015. The Fleet Data Tables should be read together with the important explanatory notes below.
The Fleet Data Tables provided are as follows:
Historical Non-Program and Program Net Book Value

Historical Non-Program Net Book Value by Original Equipment Manufacturer
Historical Program Net Book Value by Original Equipment Manufacturer
Historical Net Book Value by Original Equipment Manufacturer
Historical Fair Market Value and Disposition Proceeds Experience
Non-Program Effective Economic Depreciation
Program Effective Economic Depreciation
Historical Casualty and Recovery Experience
Historical Average Age
The Fleet Data Tables provide consolidated data relating to cars owned by HVF and RCFC during the
relevant periods.
General Concepts
Hertz, as sponsor of the “legacy HVF,” “legacy RCFC” and HVF II US rental car securitization
platforms, has developed the Fleet Data Tables for use in assessing the collateral underlying HVF II asset-
backed securities issuances. Hertz developed the legacy HVF securitization platform in 2002. Hertz
acquired the RCFC securitization platform when it acquired Dollar-Thrifty in November 2012 and
developed the HVF II securitization platform in 2013. The “legacy RCFC” securitization platform
consists of the rental car asset-backed notes issued by RCFC prior to its acquisition by Hertz, excluding
the amended and restated RCFC Series 2010-3 notes but including the RCFC Series 2010-3 notes prior to
their amendment and restatement in November 2013. The “legacy HVF” securitization platform consists
of the rental car asset-backed notes issued prior to November 2013, excluding HVF Series 2013-G1 (the
outstanding series of HVF notes are more fully described in Annex V hereto). The “HVF II”
securitization platform consists of three outstanding series of variable funding notes and one outstanding
series of term notes (Series 2013-A, Series 2013-B, Series 2014-A and Series 2015-1), each of which is
described more fully in Annex III hereto. The historical data in the Fleet Data Tables is derived from
three primary sources: (i) Hertz's legacy consolidated financial accounting systems and records, (ii)
Dollar-Thrifty's legacy financial accounting systems and records, and (iii) Hertz's current US rental car
ABS financing reporting system and records, including Hertz’s associated databases.
Therefore, the Fleet Data Tables contain data that has been determined in accordance with different
calculation mechanics and methodologies at different times as a result of the historical use of various
accounting and fleet reporting systems described above, as well as the existence of different securitization
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financing documents and methodologies governing many of the values and calculations reflected in such
data. Accordingly, the fleet data in the Fleet Data Tables (i) is not fully comparable across all periods of
time; (ii) in certain cases, is not comparable to data calculated in accordance with GAAP and (iii) in
certain cases is not identical to values that would have been calculated in accordance with the various
securitization documents.
None of the fleet data presented in the Fleet Data Tables should be considered a proxy for GAAP
results or in any way related to GAAP results as there is no direct or indirect relation between such
presented data and GAAP results.
In general, for purposes of the Fleet Data Tables, the
(i) historical HVF data prior to June 2012 has been determined in accordance with GAAP,
(ii) historical HVF data for June 2012 through mid-November 2013 has been determined in
accordance with the HVF securitization documents,
(iii) historical HVF data for mid-November 2013 to date has been determined in accordance with
the “legacy HVF” securitization documents and/or the HVF II securitization documents,
depending on the collateral pool(s) in which such vehicle resided (as more fully explained
below),
(iv) historical RCFC data to mid-November 2013 has been determined in accordance with the
“legacy RCFC” securitization documents, and
(v) historical RCFC data for mid-November 2013 to date has been calculated in accordance with
the “legacy RCFC” securitization documents and/or the “HVF II” securitization documents,
depending on the collateral pool(s) in which such vehicle resided (as more fully explained
below).
Data calculated in accordance with GAAP may materially differ from data calculated in accordance with
the “legacy HVF,” “legacy RCFC” or HVF II securitization documents due to a variety of factors, some
of which are detailed below. Data calculated in accordance with one set of securitization documents may
materially differ from data calculated in accordance with a different set of securitization documents.
GAAP results cannot be determined from the data presented in these tables, and the data in these
tables cannot be determined based on GAAP results.
The data in the Fleet Data Tables has been presented in a manner that attempts to show the most
comprehensive history of vehicles that have been collateral for Hertz-sponsored rental car securitizations
and show the “lifetime” experience of a vehicle, regardless of whether such vehicle remained in a single
collateral pool or was “transferred” one or more times between collateral pools and regardless of (i)
whether the vehicle was included in one or more collateral pools prior to and/or after any of the temporal
breakpoints described above and (ii) the accounting and/or reporting system that was originally used to
calculate and record such data.
Capitalized Cost.
The concept of “capitalized cost” is different among the GAAP accounting regime, the “legacy HVF”
securitization documents, and the HVF II securitization documents. With respect to the “legacy RCFC”
securitization documents the “capitalized cost” was determined consistent with GAAP. The differences
that exist are primarily due to the different treatment of manufacturer incentives under GAAP and under
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the “legacy HVF” and HVF II securitization documents, along with a limit on the capitalized cost of a
vehicle under the HVF II securitization documents that is equal to that vehicle’s manufacturer’s suggested
retail price. See definition of Capitalized Cost.
In addition to these conceptual differences, the concept of capitalized cost also differs depending on
whether a particular vehicle has spent its entire “lifetime” in a single collateral pool or has been
transferred between pools. In cases where a vehicle was “transferred” between pools, its capitalized cost
was reset at the time of transfer in accordance with the relevant securitization documents.
To mitigate the impact of transfers and to most fairly show the lifetime experience of a vehicle, we have
populated the data tables with what we term “Base Capitalized Cost,” which is the capitalized cost of the
vehicle as it was calculated in the collateral pool the vehicle originally entered. For example, if a vehicle
entered into Pool A with a capitalized cost of $10,000 and then twelve months later was transferred to
Pool B where its capitalized cost was calculated to be $8,600, the data tables generally would use $10,000
as the Base Capitalized Cost for that vehicle.
Depreciation Charges and Accumulated Depreciation.
GAAP determined “depreciation charges” could differ, and in certain circumstances could
materially differ, from the depreciation charge for any given HVF or RCFC vehicle or the average
of the depreciation charges of all HVF and/or RCFC vehicles as determined under the relevant
securitization documents. Among others, the following factors could cause such differences: (i) the
effect of differences in the calculation of capitalized cost as described in the preceding paragraphs, (ii) the
securitization leases establish minimum depreciation rates as a percentage of capitalized cost on a per
vehicle basis and on a weighted average basis and no such minimums exist under GAAP, and (iii) the
securitization leases require the lessee(s) to make incremental payments to the lessor(s) thereunder upon
the occurrence of certain specified events (e.g., redesignation of a program vehicle upon a Manufacturer
insolvency), which payments are treated differently under GAAP than under the “legacy HVF”
securitization documents, the HVF II securitization documents and the “legacy RCFC” securitization
documents. Depreciation charges under the securitization leases will be greater than or equal to GAAP
depreciation charges and consequently accumulated depreciation under the securitization leases generally
will be greater than or equal to GAAP accumulated depreciation.
To mitigate the impact of transfers between collateral pools and to show the “lifetime” experience of a
vehicle, we have populated the Fleet Data Tables using what we term “Base Accumulated Depreciation,”
which generally is the sum of the depreciation charges recognized for a vehicle as such depreciation
charges were calculated under the securitization documents governing each collateral pool the vehicle
entered. For example, if a vehicle that entered Pool A recognized $2,400 of depreciation over twelve
months in Pool A and then was transferred to Pool B where it recognized an additional $2,400 of
depreciation, the Fleet Data Tables would use $4,800 as the Base Accumulated Depreciation for that
vehicle.
With respect to a discrete pool of vehicles originally residing in the “legacy RCFC” collateral pool,
complete Base Accumulated Depreciation data was unavailable due to systems integration issues
(following the acquisition of Dollar-Thrifty in November 2012), and, therefore, in those isolated cases we
derived Base Accumulated Depreciation from the Base Capitalized Cost and Non-Program Disposition
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NBV values (i.e., we subtracted Non-Program Disposition NBV from Base Capitalized Cost to determine
Base Accumulated Depreciation).
Transfer Price Differential.
“Net book value” for a given vehicle within a given collateral pool can be calculated as capitalized cost
less accumulated depreciation, as such capitalized cost and accumulated depreciation are determined in
accordance with the securitization documents governing such collateral pool. If a vehicle is transferred
between collateral pools during its “lifetime,” capitalized cost could be reset lower or higher than then-
current net book value. When this happens, then, with respect to a vehicle that has not experienced its
disposition date, Base Capitalized Cost less Base Accumulated Depreciation will not equal net book value
and, for a vehicle that has experienced its disposition date, Base Capitalized Cost less Base Accumulated
Depreciation will not equal “Non-Program Disposition NBV” (described below). For purposes of tying
out to the underlying systems, we have calculated this difference as “transfer price differential.” Transfer
price differential is not presented in any of the Fleet Data Tables. We have, however, illustrated the
concept below to help obtain a holistic understanding of the impact of transferring between pools (given
that the presented data is influenced by the concept).
Net Book Value.
The GAAP determined “net book value” of a vehicle could differ, and at times could materially differ,
from the “net book value” of such vehicle as determined under the securitization documents governing
such vehicle as a result of the effect of differences in the calculation of capitalized cost and accumulated
depreciation as described in the preceding paragraphs. As a result of the capitalized cost and Base
Accumulated Depreciation calculations described above, the net book value as determined under the
securitization documents for any given vehicle could be lower or higher than the GAAP net book value
for such vehicle. In addition, in certain cases the securitization documents treat an asset as a vehicle with
a net book value when for accounting purposes such vehicle is treated as a contractual right of payment
under a program arrangement (e.g., guaranteed depreciation program vehicles that have been turned back
under the program but have not reached the earlier of their sale date (the date of sale to a third party) and
their back-stop date (the date on which the relevant original equipment manufacturer (each such original
equipment manufacturer, an “OEM”) is responsible for the guaranteed value regardless of whether the
vehicle has been sold to a third party)).
For the HVF vehicles sold to third parties prior to June 2012, for all the RCFC vehicles sold to third
parties prior to December 2013 and for certain RCFC vehicles sold to third parties from December 2013
to date, the Non-Program Disposition NBV was the net book value on the disposition date (i.e., without
recognizing depreciation with respect to the month of sale). For the HVF vehicles sold to third parties
after May 2012 and for certain RCFC vehicles sold to third parties after November 2013, the Non-
Program Disposition NBV was the net book value as of the disposition date (i.e., reflecting recognition of
depreciation with respect to the month of sale).
An example of the concepts of Base Capitalized Cost, Base Accumulated Depreciation, Transfer Price
Differential and Non-Program Disposition NBV follows:
II-A-4
if (A) a vehicle (i) is in Pool A where its capitalized cost is calculated to be $10,000, (ii) $2,400 of
depreciation is recognized for the vehicle in Pool A so that its net book value at the time of transfer to
Pool B is $7,600, (iii) the vehicle has a fair market value of $7,000 at the time of transfer to Pool B, (iv)
the capitalized cost in Pool B is calculated to be $7,000, and (v) an additional $1,000 of depreciation is
recognized on the vehicle through its disposition date in Pool B such that it has a “Non-Program
Disposition NBV” of $6,000, then (B) the vehicle would have a Base Capitalized Cost of $10,000, a Base
Accumulated Depreciation of $3,400, a Transfer Price Differential of $600, and a Non-Program
Disposition NBV of $6,000.
Months-in-Service / Vehicle Age.
Months-in-service and vehicle age are calculated from the time a Hertz affiliate puts the vehicle in service
for use in the fleet until the disposition date that relates to a sale to a third-party that is not an affiliate of
Hertz or Dollar-Thrifty.
Non-Program Disposition Proceeds.
Non-Program Disposition Proceeds is the amount received for a non-program vehicle upon its sale to a
third-party that is not an affiliate of Hertz or Dollar-Thrifty. For the HVF non-program vehicles prior to
June 2012 and for the RCFC non-program vehicles sold prior to December 2013, the Non-Program
Disposition Proceeds presented in the data tables reflects the gross sale price (i.e., not net of applicable
expenses). For the HVF non-program vehicles sold after May 2012 and for the RCFC non-program
vehicles sold after November 2013, the Non-Program Disposition Proceeds presented in the data tables
represents the net sale price. The net sale price is the gross sale price less expenses observable in the
Hertz accounting systems allocable to the relevant VIN. See “Borrowing Base and Advance Rates –
Advance Rate Adjustments for Mark-to-Market and Disposition Proceeds Testing Results.”
Fair Market Values
Fair market values are calculated on a vin-specific basis as specified in the securitization documents
governing a vehicle at the time the fair market value was obtained. The “legacy HVF” securitization
documents and the “legacy RCFC” securitization documents require that the fair market value for a
vehicle be determined in a calendar month by reference to the fair market value for such vehicle obtained
from NADA or Blackbook as of the previous calendar month, which fair market value is then compared
against the relevant vehicle’s then-current NBV under the relevant securitization documents. The HVF II
securitization documents require that the fair market value for a vehicle be determined in a calendar
month by reference to the fair market value for such vehicle obtained from NADA or Blackbook as of
that calendar month, which fair market value is then compared against the relevant vehicle’s then-current
NBV under the HVF II securitization documents. See “Borrowing Base and Advance Rates – Advance
Rate Adjustments for Mark-to-Market and Disposition Proceeds Testing Results.”
Effective Economic Depreciation Charges and Rates.
Effective economic depreciation charges presented in the data tables for non-program vehicles reflect the
difference between the base capitalized cost of a non-program vehicle less the disposition proceeds
received for such non-program vehicle, divided by the number of months in service of such vehicle,
expressed in dollars per month. The effective economic depreciation charge expressed as a percentage of
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base capitalized cost is the effective economic depreciation rate per month. As a result of the effect of
differences in the calculation of capitalized cost as described in the preceding paragraphs, the effective
economic depreciation rates presented in the data tables may be higher or lower than the effective
economic depreciation rates for an HVF vehicle or RCFC vehicle as calculated under GAAP and in some
cases the difference could be material.
Effective economic depreciation charges presented in the data tables for program vehicles are a monthly
rate reflecting the gross contractually specified depreciation applicable to the program vehicles over their
lives (without accounting for any purchase incentives payable with respect to such program vehicles).
The excess damage, excess mileage and early termination rates are one-time (i.e., they are not monthly
rates) charges reflecting charges that were incurred at the time of turnback under the terms of the
program, expressed as a percentage of base capitalized cost. The total economic cost (exclusive of
purchase incentives) of a program vehicle as presented in the tables is therefore (i) average age multiplied
by the effective economic depreciation rate plus excess damage rate plus excess mileage rate plus early
termination rate multiplied by (ii) base capitalized cost.
Table-Specific Explanatory Notes
NBV by OEM Tables

Non-Program vs. Program NBV
Historical Non-Program NBV by OEM
Historical Program NBV by OEM
Historical NBV by OEM
These tables represent the aggregate net book values of the non-program and program vehicles, as
applicable, owned within the relevant collateral pool or pools as of each date specified. The net book
values presented are calculated as described above. In addition to the net book value differences
described above, (i) categorization of a vehicle as non-program or program can differ under the
securitization documents and under GAAP, as a result of the securitization documents typically requiring
redesignation of a vehicle from program to non-program earlier and more often than required under
GAAP and (ii) vehicles required to be designated as casualties under the securitization documents could
differ from those that are required to be designated as casualties under GAAP, as a result of the
securitization documents typically requiring recognition of a casualty earlier and with higher frequency
than under GAAP.
Vehicle Market Value and Disposition Test Results Tables
Historical FMV and Disposition
This table represents historical non-program vehicle disposition and fair market value performance for
HVF and RCFC on a consolidated basis without regard to collateral pools. The “Calendar Month” is the
month in which the test was executed, not necessarily the month in which the values appeared in
noteholder reporting (for “legacy HVF” and “legacy RCFC” reporting, the values determined in a
calendar month are effective and reported in the same calendar month; for HVF II reporting, the values
determined in a calendar month are effective in that calendar month but are only visible in noteholder
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reporting in the following calendar month). The net book values, fair market values and non-program
disposition proceeds are calculated as described above. The values in these tables are an aggregation of
data across all collateral groups that existed in the specified month. These tables do not incorporate the
concept of "Measurement Months" as defined in the “legacy HVF” securitization documents, the HVF II
securitization documents or the “legacy RCFC” securitization documents. The results in these tables may
not match historical monthly investor reporting for “legacy HVF,” HVF II or “legacy RCFC” due to these
factors. Additionally, the values in the column entitled “Illustrative Incremental Non-Program Vehicle
Credit Enhancement Percentage” represents the excess, if any, of 100% and the lesser of the results of the
fair market value and disposition tests. Such percentages are presented for illustrative purposes only and
are not calculated in accordance with any of the various securitization documents.
Effective Economic Depreciation Experience Tables

The Non-Program Effective Economic Depreciation table sets forth the number and the average effective
economic depreciation rates for non-program vehicles sold in each specified month by HVF and,
beginning in October 2013, by RCFC. This table excludes certain non-program vehicles that have
become casualty vehicles (for all pools other than the collateral pool governed by the “legacy RCFC”
securitization documents).
The Program Effective Economic Depreciation table sets forth the number and the average effective
economic depreciation rates for program vehicles turned back in each specified month by HVF and,
beginning in October 2013, by RCFC, along with values for excess damage, excess mileage and early
termination charges (all as described above). These tables also exclude program vehicles that have
become casualty vehicles.
All averages in each of these tables are based on number of vehicles and are not weighted (e.g., by net
book value or capitalized cost).
Casualty Experience Tables
Casualties
This table sets forth the historical vehicle casualty experience of HVF and RCFC since July 2012. The
number and net book value of theft and salvage casualties for the period shown in the table are
determined in accordance with the relevant securitization documents and may differ from values
determined in accordance with GAAP.
Number of Salvage Casualties Monetized is a simple count of vehicles that experienced a casualty event
in a calendar month and in respect of which proceeds have been realized as of the time the table was
generated. As a result, these percentages are likely to continue to grow over time as proceeds are realized
on more casualty vehicles from a particular calendar month.
II-A-7
Aggregate Disposition Proceeds is the sum of the disposition proceeds realized on all causalities in
respect of which proceeds have been realized (in general, these would predominantly be proceeds relating
to the salvage casualties).
Recovery Percentage is the Aggregate Disposition Proceeds divided by the aggregate NBV of gross
casualties for the relevant calendar month.
Average Age Table
This table represents the average age in months of the non-program and program vehicles, as applicable,
for HVF and RCFC on a consolidated basis as of each date specified. Age for a vehicle is calculated as
the month-end date specified in the table minus the in-service date of the vehicle, divided by 30. All
averages in this table are based on number of vehicles and are not weighted (e.g., by net book value or
capitalized cost).
II-A-8
ANNEX II-B
Historical Non-Program and Program Net Book Value ($)
Non-Program NBV Program NBV Total NBV Percentage Non- Percentage Program
Program
Jul 31, 2009 4,276,114,414 1,651,265,239 5,927,379,653 72.14% 27.86%
Aug 31, 2009 3,617,630,615 2,072,995,443 5,690,626,058 63.57% 36.43%
Sep 30, 2009 3,607,596,139 2,026,006,939 5,633,603,078 64.04% 35.96%
Oct 31, 2009 3,681,328,660 2,066,664,811 5,747,993,471 64.05% 35.95%
Nov 30, 2009 3,676,998,653 2,022,876,442 5,699,875,094 64.51% 35.49%
Dec 31, 2009 3,819,003,746 2,109,105,352 5,928,109,098 64.42% 35.58%
Jan 31, 2010 3,939,498,527 2,058,162,004 5,997,660,531 65.68% 34.32%
Feb 28, 2010 4,209,372,977 2,299,474,967 6,508,847,944 64.67% 35.33%
Mar 31, 2010 4,318,662,377 2,498,195,426 6,816,857,803 63.35% 36.65%
Apr 30, 2010 4,217,776,198 2,477,560,724 6,695,336,922 63.00% 37.00%
May 31, 2010 4,229,334,244 2,817,227,606 7,046,561,850 60.02% 39.98%
Jun 30, 2010 4,230,512,622 3,247,222,341 7,477,734,962 56.57% 43.43%
Jul 31, 2010 4,175,437,870 3,557,763,504 7,733,201,375 53.99% 46.01%
Aug 31, 2010 3,942,920,487 3,359,156,729 7,302,077,215 54.00% 46.00%
Sep 30, 2010 3,837,795,704 2,788,244,768 6,626,040,471 57.92% 42.08%
Oct 31, 2010 3,936,405,414 2,524,366,022 6,460,771,435 60.93% 39.07%
Nov 30, 2010 3,933,559,506 2,193,290,687 6,126,850,192 64.20% 35.80%
Dec 31, 2010 3,945,229,429 2,020,704,512 5,965,933,941 66.13% 33.87%
Jan 31, 2011 4,161,973,580 1,808,741,629 5,970,715,209 69.71% 30.29%
Feb 28, 2011 4,390,240,124 1,773,535,830 6,163,775,954 71.23% 28.77%
Mar 31, 2011 4,729,221,663 1,819,489,817 6,548,711,480 72.22% 27.78%
Apr 30, 2011 4,892,923,774 2,146,388,806 7,039,312,580 69.51% 30.49%
May 31, 2011 4,845,225,461 2,314,623,238 7,159,848,699 67.67% 32.33%
Jun 30, 2011 4,712,589,725 2,799,641,224 7,512,230,949 62.73% 37.27%
Jul 31, 2011 4,654,251,427 3,147,365,047 7,801,616,474 59.66% 40.34%
Aug 31, 2011 4,663,729,754 3,016,436,675 7,680,166,429 60.72% 39.28%
Sep 30, 2011 4,534,834,660 2,571,404,137 7,106,238,797 63.81% 36.19%
Oct 31, 2011 4,529,970,263 2,254,026,504 6,783,996,766 66.77% 33.23%
Nov 30, 2011 4,527,009,893 1,938,232,935 6,465,242,829 70.02% 29.98%
Dec 31, 2011 4,651,773,077 1,563,980,593 6,215,753,670 74.84% 25.16%
Jan 31, 2012 5,034,844,630 1,508,296,533 6,543,141,163 76.95% 23.05%
Feb 29, 2012 5,554,440,259 1,325,009,646 6,879,449,905 80.74% 19.26%
Mar 31, 2012 5,947,416,272 1,312,581,372 7,259,997,644 81.92% 18.08%
Apr 30, 2012 6,311,988,508 1,414,440,676 7,726,429,184 81.69% 18.31%
May 31, 2012 6,342,023,760 1,489,468,510 7,831,492,270 80.98% 19.02%
Jun 30, 2012 6,923,140,110 1,663,444,265 8,586,584,376 80.63% 19.37%
Jul 31, 2012 6,992,186,525 1,742,102,028 8,734,288,553 80.05% 19.95%
Aug 31, 2012 6,767,544,510 1,670,190,660 8,437,735,170 80.21% 19.79%
Sep 30, 2012 6,591,288,239 1,344,003,365 7,935,291,604 83.06% 16.94%
Oct 31, 2012 6,840,352,850 1,047,822,327 7,888,175,177 86.72% 13.28%
II-B-1
Non-Program NBV Program NBV Total NBV Percentage Non- Percentage Program
Program
Nov 30, 2012 6,873,967,324 685,263,176 7,559,230,500 90.93% 9.07%
Dec 31, 2012 7,029,352,129 392,227,036 7,421,579,164 94.72% 5.28%
Jan 31, 2013 7,263,470,414 269,950,803 7,533,421,217 96.42% 3.58%
Feb 28, 2013 7,608,549,577 239,617,876 7,848,167,454 96.95% 3.05%
Mar 31, 2013 7,840,652,393 313,203,813 8,153,856,206 96.16% 3.84%
Apr 30, 2013 8,278,444,236 393,883,307 8,672,327,544 95.46% 4.54%
May 31, 2013 8,468,753,888 409,720,897 8,878,474,785 95.39% 4.61%
Jun 30, 2013 8,656,097,274 437,148,183 9,093,245,458 95.19% 4.81%
Jul 31, 2013 8,630,429,890 447,434,361 9,077,864,251 95.07% 4.93%
Aug 31, 2013 8,363,121,102 445,871,018 8,808,992,121 94.94% 5.06%
Sep 30, 2013 8,017,874,266 655,720,672 8,673,594,938 92.44% 7.56%
Oct 31, 2013 7,560,307,595 835,692,378 8,395,999,973 90.05% 9.95%
Nov 30, 2013 7,338,975,782 833,898,495 8,172,874,277 89.80% 10.20%
Dec 31, 2013 7,248,513,817 924,520,294 8,173,034,111 88.69% 11.31%
Jan 31, 2014 6,897,251,994 1,193,345,712 8,090,597,706 85.25% 14.75%
Feb 28, 2014 6,677,926,290 1,268,506,577 7,946,432,867 84.04% 15.96%
Mar 31, 2014 6,579,749,267 1,369,654,611 7,949,403,878 82.77% 17.23%
Apr 30, 2014 6,527,312,667 1,816,624,406 8,343,937,072 78.23% 21.77%
May 31, 2014 6,542,315,698 1,957,540,936 8,499,856,634 76.97% 23.03%
Jun 30, 2014 6,580,016,866 2,015,628,710 8,595,645,575 76.55% 23.45%
Jul 31, 2014 6,608,377,175 1,950,238,791 8,558,615,966 77.21% 22.79%
Aug 31, 2014 6,611,226,582 1,824,560,220 8,435,786,802 78.37% 21.63%
Sep 30, 2014 6,430,268,369 1,771,722,493 8,201,990,862 78.40% 21.60%
Oct 31, 2014 6,077,736,253 1,895,513,027 7,973,249,280 76.23% 23.77%
Nov 30, 2014 5,625,541,578 2,060,378,570 7,685,920,148 73.19% 26.81%
Dec 31, 2014 5,273,766,703 2,441,142,799 7,714,909,502 68.36% 31.64%
Jan 31, 2015 5,188,710,280 2,356,073,881 7,544,784,161 68.77% 31.23%
Feb 28, 2015 5,183,420,942 2,614,970,585 7,798,391,526 66.47% 33.53%
Mar 31, 2015 5,377,336,579 3,180,227,863 8,557,564,442 62.84% 37.16%
Apr 30, 2015 5,222,875,280 3,514,245,263 8,737,120,543 59.78% 40.22%
May 31, 2015 5,156,787,139 3,760,256,320 8,917,043,459 57.83% 42.17%
Jun 30, 2015 5,213,223,156 4,093,715,989 9,306,939,146 56.01% 43.99%
II-B-2
ANNEX II-C
Historical Non-Program Net Book Value ($) by Original Equipment Manufacturer
Acura – Honda
Acura Audi BMW BYD Chrysler Coda Ferrari Fiat Ford GEM GM Honda
2009-07-31 21,530 3,376,900 7,968,086 - 778,750,891 - - - 506,599,333 - 961,592,637 127,304,360
2009-08-31 109,524 3,220,621 7,682,164 - 666,925,047 - - - 521,254,181 - 415,344,866 124,664,400
2009-09-30 107,409 3,082,636 6,713,875 - 656,355,771 - - - 510,216,832 - 394,378,456 113,597,520
2009-10-31 105,343 2,856,179 6,403,148 - 586,402,220 - - - 524,261,904 - 361,611,739 110,471,581
2009-11-30 103,277 2,702,472 6,902,181 - 528,058,344 - - - 490,611,220 - 346,860,431 101,749,594
2009-12-31 101,211 1,903,801 6,625,245 - 501,691,703 - - - 450,168,639 - 392,523,660 93,940,013
2010-01-31 81,240 1,364,405 6,692,431 - 512,922,177 - - - 435,397,029 - 401,217,136 89,171,501
2010-02-28 79,778 1,256,272 7,021,253 - 543,391,690 - - - 448,731,700 - 445,307,225 84,268,656
2010-03-31 78,316 1,024,904 6,407,515 - 566,817,446 - - - 463,611,802 - 423,999,584 73,866,154
2010-04-30 76,854 852,430 6,784,011 - 540,464,078 - - - 487,668,272 - 394,601,050 64,911,577
2010-05-31 75,393 692,898 6,747,104 - 553,816,698 - - - 490,706,564 - 397,853,625 57,797,813
2010-06-30 73,931 302,048 6,291,292 - 585,509,318 - - - 524,311,954 - 380,614,976 53,599,096
2010-07-31 72,469 238,942 6,056,911 - 532,834,541 - - - 533,796,184 - 366,986,012 52,799,543
2010-08-31 71,007 260,332 7,216,800 - 471,880,985 - - - 497,978,090 - 372,516,616 49,845,365
2010-09-30 69,545 224,961 7,018,221 - 444,590,188 - - - 512,803,249 - 356,557,837 46,934,449
2010-10-31 68,083 175,708 7,019,740 - 450,821,830 - - - 507,653,826 - 399,159,396 47,837,044
2010-11-30 66,621 199,235 7,139,383 - 429,980,426 - - - 481,788,180 - 417,024,988 48,525,039
2010-12-31 65,160 273,421 6,970,860 - 429,513,621 - - - 478,918,672 - 435,334,045 49,120,774
2011-01-31 63,698 547,267 6,657,645 - 415,537,973 - - - 565,687,277 - 455,679,604 49,303,304
2011-02-28 62,236 474,497 7,889,578 - 420,728,854 - - - 611,488,405 - 481,469,142 56,142,136
2011-03-31 60,774 465,757 8,000,823 - 430,860,909 - - - 737,018,842 - 498,688,231 66,362,286
2011-04-30 59,312 456,464 9,211,188 - 442,586,183 - - - 846,325,904 - 516,322,968 63,031,736
2011-05-31 57,850 447,172 9,755,844 - 449,497,231 - - - 862,823,774 - 515,931,888 55,095,456
2011-06-30 56,388 437,879 9,329,579 - 445,972,189 - - - 854,191,417 - 519,363,437 49,813,598
2011-07-31 54,927 509,470 10,031,568 - 431,657,866 - - - 840,068,578 - 622,756,835 47,613,096
2011-08-31 53,465 498,470 9,549,395 - 410,732,469 - - 1,101,823 843,770,394 - 835,053,476 44,583,151
2011-09-30 52,003 487,470 9,032,091 - 397,941,392 - - 3,627,024 848,748,518 - 926,267,580 41,853,340
2011-10-31 50,541 476,470 9,161,899 - 371,165,213 - - 3,737,992 877,106,028 - 1,015,445,759 39,832,090
2011-11-30 49,079 465,470 9,528,626 - 370,609,577 - - 3,734,703 879,571,690 - 1,090,080,305 38,602,488
2011-12-31 47,617 425,698 9,196,442 - 386,140,618 - - 3,648,652 898,374,169 - 1,218,557,416 37,023,079
2012-01-31 46,155 393,882 8,890,943 - 573,862,781 - - 3,567,545 907,385,137 - 1,297,901,089 37,395,958
2012-02-29 44,693 362,681 9,137,045 - 701,034,799 - - 3,500,839 966,490,696 - 1,325,674,087 45,172,987
2012-03-31 43,232 354,305 8,797,857 - 813,497,760 - - 3,434,133 977,369,107 - 1,356,876,813 47,486,173
2012-04-30 41,770 345,928 8,572,087 - 860,173,477 - - 3,313,429 1,016,951,440 - 1,458,889,502 49,470,223
2012-05-31 40,308 249,547 7,869,033 - 907,043,587 - - 3,195,452 1,041,374,053 - 1,422,008,742 50,099,208
2012-06-30 40,308 304,999 7,546,804 - 961,167,801 - - 11,088,233 1,102,330,902 - 1,680,886,551 55,201,876
2012-07-31 53,197 205,392 8,461,103 - 950,070,987 - - 11,211,195 1,108,059,333 - 1,813,018,188 58,014,613
2012-08-31 51,735 180,308 8,136,243 - 918,380,881 - - 10,871,994 1,089,339,315 - 1,779,409,770 55,851,899
2012-09-30 50,274 400,415 7,443,838 - 895,026,271 - 196,000 10,574,158 1,060,258,641 - 1,757,335,429 52,517,990
II-C-1
2012-10-31 - 354,207 6,896,442 - 874,253,842 - 196,000 10,412,535 1,084,388,776 - 2,040,031,712 50,091,822
2012-11-30 - 348,876 6,493,205 - 888,301,396 - 193,060 10,229,164 1,081,492,400 - 2,086,100,749 49,979,736
2012-12-31 - 343,544 5,924,328 - 900,583,813 - 190,120 10,004,571 1,072,757,704 - 2,183,692,336 48,891,144
2013-01-31 - 330,244 5,239,201 - 1,009,432,065 - 187,180 9,323,688 1,046,861,469 - 2,185,214,789 44,042,306
2013-02-28 - 450,290 4,912,870 - 1,120,130,693 - 184,730 12,558,693 1,035,476,785 - 2,311,836,253 40,715,699
2013-03-31 - 444,714 3,875,969 - 1,133,740,166 - 377,280 14,559,131 1,074,938,264 - 2,388,518,927 36,980,626
2013-04-30 - 437,251 3,401,076 - 1,268,210,827 - 590,978 14,310,035 1,075,692,946 - 2,532,045,467 35,998,290
2013-05-31 - 560,194 3,123,215 - 1,310,181,457 - 583,102 13,976,242 1,127,782,937 - 2,542,136,045 33,585,065
2013-06-30 - 551,137 2,816,567 - 1,278,779,573 - 574,081 13,625,507 1,207,065,030 - 2,460,596,087 32,223,257
2013-07-31 - 538,159 2,275,123 - 1,264,900,061 - 753,041 14,422,736 1,164,548,800 - 2,455,888,809 33,396,543
2013-08-31 - 527,032 2,180,537 - 1,223,784,793 - 742,194 14,272,573 1,134,640,649 - 2,371,237,241 32,480,380
2013-09-30 - 515,424 1,656,748 - 1,167,984,483 - 728,857 13,758,494 1,076,462,967 - 2,305,007,424 30,112,792
2013-10-31 - 503,996 1,415,859 - 1,107,117,260 - 715,743 13,113,138 1,019,965,968 - 2,137,425,902 27,048,302
2013-11-30 - 487,073 1,900,894 - 1,063,570,336 - 694,485 12,574,649 987,548,054 - 2,035,157,052 25,604,688
2013-12-31 - 482,153 11,558,112 - 1,036,277,826 - 690,706 12,170,444 968,844,482 - 1,981,451,613 25,541,807
2014-01-31 - 470,497 17,821,773 - 992,484,558 - 678,103 11,267,194 912,175,042 - 1,839,706,154 22,592,898
2014-02-28 - 459,636 19,007,472 - 940,565,695 - 665,497 10,778,476 866,870,835 - 1,734,134,592 24,488,694
2014-03-31 - 494,536 18,220,383 - 927,546,078 - 652,887 10,378,808 821,651,254 - 1,682,493,755 25,758,897
2014-04-30 - 572,318 17,963,674 - 883,937,396 - 640,285 9,891,572 796,722,801 - 1,661,007,456 25,526,000
2014-05-31 - 628,225 17,699,137 - 841,079,565 - 627,678 9,434,051 752,909,657 - 1,643,336,271 25,266,139
2014-06-30 - 524,516 17,561,950 - 804,672,881 - 615,072 8,951,720 705,885,051 - 1,586,726,536 45,266,950
2014-07-31 - 512,545 17,157,008 - 768,693,306 - 602,461 8,601,741 679,719,979 - 1,533,348,917 59,870,895
2014-08-31 - 500,747 16,825,453 - 775,506,663 - 589,851 8,280,084 653,699,072 - 1,471,998,552 58,008,646
2014-09-30 - 489,027 16,225,739 - 770,664,035 - 577,210 7,781,628 618,538,780 - 1,412,279,818 55,730,698
2014-10-31 - 438,058 15,454,241 - 711,916,401 - 424,525 7,423,910 577,878,921 - 1,315,550,604 54,080,342
2014-11-30 - 424,803 13,876,122 - 635,568,126 - 270,208 6,673,869 529,471,184 - 1,184,474,392 51,992,339
2014-12-31 - 389,030 11,289,204 - 594,629,520 - 261,527 6,368,850 484,492,145 - 1,037,665,782 50,335,305
2015-01-31 - 359,858 9,711,391 - 523,960,065 - 251,656 5,976,169 445,083,086 - 1,003,689,448 49,714,899
2015-02-28 - 349,112 8,591,034 - 478,342,855 - 241,739 5,691,938 436,009,350 - 976,647,564 49,257,109
2015-03-31 - 338,363 7,888,085 - 438,537,243 - 231,816 5,328,016 423,981,101 - 881,328,739 58,868,165
2015-04-30 - 416,473 7,267,256 - 373,713,120 - 110,077 4,635,829 418,083,492 - 726,368,614 58,032,830
2015-05-31 - 401,338 6,601,438 - 330,509,644 - - 4,337,801 437,195,562 - 594,727,776 56,560,275
2015-06-30 - 388,934 4,787,637 - 288,561,824 - - 4,418,350 455,290,914 - 497,131,363 53,690,991
Hyundai – Mitsubishi
Hyundai Jaguar Kia Lamborghini LandRover Lexus Mazda Mercedes Mini Mitsubishi
2009-07-31 131,367,821 1,472,446 134,189,945 - 222,715 3,138,679 313,722,105 36,739,402 497,667 16,010,469
2009-08-31 133,595,987 1,370,886 133,780,287 - 213,368 3,443,872 297,569,582 36,178,195 469,992 16,902,102
2009-09-30 140,119,405 1,319,251 154,898,579 - 165,369 3,127,457 292,955,550 35,149,019 460,773 17,092,824
2009-10-31 161,114,373 1,248,759 177,098,774 - 157,620 2,991,560 296,935,100 54,115,683 436,657 17,358,382
2009-11-30 145,572,783 1,059,681 178,200,585 - 136,636 2,538,937 298,468,243 65,092,639 427,749 16,991,079
2009-12-31 131,669,380 872,730 171,190,798 - 129,619 1,723,121 303,881,078 68,640,436 418,543 31,113,561
II-C-2
2010-01-31 123,013,909 854,401 165,991,050 - 109,384 1,508,888 319,418,280 71,541,584 409,337 31,864,107
2010-02-28 110,555,517 687,551 160,748,905 - 45,782 1,258,820 343,875,901 71,845,733 373,020 31,075,597
2010-03-31 91,040,522 638,689 154,917,081 - 11,405 1,022,456 318,865,611 70,579,949 349,232 30,256,384
2010-04-30 79,278,913 474,092 148,777,794 - - 812,669 300,340,139 68,443,177 64,601 29,217,966
2010-05-31 73,094,283 373,220 144,219,000 - - 701,788 282,811,930 65,963,524 25,198 28,458,707
2010-06-30 68,207,449 303,250 136,359,425 - - 647,216 265,615,364 62,353,640 - 27,437,601
2010-07-31 63,803,156 488,374 125,902,624 - - 611,156 258,483,637 55,342,559 - 26,158,278
2010-08-31 53,600,463 478,902 109,134,915 - - 550,239 236,719,073 47,125,443 - 25,288,673
2010-09-30 48,256,759 441,297 101,556,176 - - 586,884 222,545,406 36,537,914 - 37,116,968
2010-10-31 45,106,006 658,196 95,990,288 - - 536,791 212,806,782 30,752,420 - 63,600,985
2010-11-30 40,235,243 1,007,701 90,192,454 - - 524,129 204,335,152 26,989,680 - 72,570,135
2010-12-31 39,164,080 1,225,912 92,849,035 - - 464,271 197,459,327 24,403,269 - 70,948,002
2011-01-31 36,889,514 1,231,265 89,182,333 - - 493,846 210,957,598 22,174,250 - 68,659,322
2011-02-28 39,355,815 1,232,571 88,163,614 - - 485,521 272,261,444 20,729,768 - 66,404,361
2011-03-31 66,294,806 1,203,153 94,038,108 - - 475,727 356,566,402 20,219,668 - 63,023,564
2011-04-30 63,572,877 1,346,339 95,887,321 - - 444,140 349,317,842 19,935,530 - 78,268,971
2011-05-31 56,584,356 1,585,753 83,527,818 - - 413,656 335,016,905 25,033,286 - 95,055,088
2011-06-30 48,735,377 1,568,406 69,607,248 - - 384,331 311,550,920 39,222,391 - 91,955,726
2011-07-31 42,871,159 1,551,060 59,073,870 - - 356,123 297,361,570 42,874,810 - 89,014,313
2011-08-31 37,183,536 1,533,714 49,263,444 - - 348,590 279,751,494 43,884,369 - 84,435,104
2011-09-30 33,845,142 1,526,474 44,248,481 - - 341,057 257,604,449 40,932,062 22,603 80,023,223
2011-10-31 32,056,284 1,509,152 45,161,234 - - 278,203 240,357,832 38,591,670 22,270 77,033,130
2011-11-30 31,149,968 1,675,860 46,772,611 - 79,228 651,740 228,338,538 39,363,860 21,937 79,531,977
2011-12-31 29,594,715 1,656,663 49,960,428 - 78,032 560,646 219,883,610 58,317,324 21,605 76,690,508
2012-01-31 31,496,249 1,943,353 54,092,806 - 76,835 550,065 259,073,049 68,863,788 21,249 84,703,803
2012-02-29 44,616,558 1,923,142 62,383,030 - 75,638 539,485 314,574,563 113,198,419 20,894 87,472,182
2012-03-31 52,275,787 1,666,007 79,828,941 - 74,441 513,257 332,075,527 131,262,717 20,539 116,034,892
2012-04-30 56,503,634 1,652,328 89,816,759 - 73,244 541,923 323,249,423 138,583,006 20,183 123,185,271
2012-05-31 62,971,673 1,266,111 92,804,937 187,606 72,048 531,315 310,416,358 143,821,042 19,828 117,512,789
2012-06-30 80,921,975 1,047,042 104,181,118 187,606 72,048 501,912 308,597,009 146,919,096 19,828 142,003,778
2012-07-31 81,489,986 1,001,472 110,635,126 185,544 70,808 485,642 299,196,078 146,684,770 19,460 130,271,588
2012-08-31 83,308,613 947,153 114,018,273 182,700 69,611 476,481 284,834,119 143,582,036 19,105 122,218,827
2012-09-30 87,383,315 1,007,872 120,456,868 179,856 68,415 507,668 288,534,777 139,300,201 18,798 115,672,173
2012-10-31 101,327,140 1,191,717 126,357,287 177,012 67,417 580,442 276,187,785 131,787,515 18,490 107,005,955
2012-11-30 106,791,351 1,115,744 128,886,906 174,168 66,420 839,371 262,453,675 120,210,592 18,182 100,857,112
2012-12-31 126,583,262 821,416 136,241,521 171,324 65,423 801,042 259,081,331 124,867,766 17,898 96,350,738
2013-01-31 144,686,491 1,069,356 145,882,464 168,480 176,999 774,505 340,314,430 143,089,857 17,613 104,773,924
2013-02-28 153,266,734 993,321 148,790,209 166,110 175,882 736,040 354,659,577 140,562,718 17,328 97,280,896
2013-03-31 155,399,817 875,354 160,273,309 163,740 297,128 725,156 372,300,028 140,972,466 17,043 90,720,786
2013-04-30 177,686,545 984,160 171,583,270 161,277 845,643 1,548,962 350,939,049 166,225,761 16,747 86,193,521
2013-05-31 188,552,141 971,066 201,610,572 158,804 837,412 2,402,479 332,617,435 186,904,307 16,450 82,681,605
2013-06-30 197,007,828 1,132,679 260,530,240 156,317 823,717 2,750,596 320,875,302 219,376,555 37,086 79,871,340
2013-07-31 197,033,898 1,307,014 269,201,101 153,824 802,034 3,560,256 310,978,715 254,501,225 36,572 77,642,357
2013-08-31 191,891,719 1,113,134 266,173,909 151,454 783,548 3,925,050 297,146,892 251,477,148 35,554 75,657,159
2013-09-30 185,461,528 1,094,791 257,250,799 148,941 633,817 3,859,035 299,586,064 241,322,148 34,502 72,529,318
II-C-3
2013-10-31 177,412,472 1,280,432 252,387,035 349,000 537,174 4,256,111 285,280,968 231,856,641 33,464 68,840,289
2013-11-30 171,673,324 1,034,403 256,055,488 343,809 514,580 4,782,358 278,350,354 222,355,691 31,765 66,384,598
2013-12-31 166,624,406 1,022,205 264,851,112 339,174 510,573 5,110,254 283,261,853 217,866,085 31,472 64,578,742
2014-01-31 156,976,976 1,005,207 266,730,727 331,966 496,410 5,804,608 263,449,122 212,771,214 29,694 60,452,827
2014-02-28 152,909,876 1,012,964 260,074,673 324,755 483,069 6,520,662 248,381,832 225,154,164 28,754 57,754,699
2014-03-31 151,633,991 997,176 251,850,481 317,541 379,605 6,402,577 252,059,201 231,218,189 27,813 54,503,544
2014-04-30 161,992,155 7,120,032 270,463,301 310,333 322,465 6,247,123 245,355,782 229,495,617 33,424 52,695,702
2014-05-31 172,541,428 7,380,041 280,263,034 303,089 2,597,368 6,058,025 238,976,506 224,660,601 32,710 47,376,305
2014-06-30 200,980,584 7,350,004 281,845,025 295,851 3,422,883 6,594,258 237,922,858 219,948,281 64,429 44,319,587
2014-07-31 229,123,049 7,209,345 285,203,411 288,617 3,351,830 6,980,655 267,451,581 214,207,502 149,452 42,541,876
2014-08-31 279,489,122 8,141,391 280,040,303 281,403 3,285,208 7,671,728 281,164,394 206,501,035 293,923 40,017,493
2014-09-30 281,442,525 8,000,748 287,085,699 274,187 3,215,132 7,416,399 271,916,771 193,668,478 304,805 35,827,423
2014-10-31 268,497,883 7,421,454 282,036,026 266,903 3,117,000 7,943,631 255,212,957 188,716,879 348,895 27,814,016
2014-11-30 254,388,795 7,256,164 261,055,371 255,716 2,915,746 8,244,208 233,358,717 179,466,341 327,640 23,196,331
2014-12-31 242,204,996 6,887,523 252,166,384 248,307 2,776,784 8,890,264 221,839,168 163,754,733 320,052 18,739,486
2015-01-31 294,726,591 6,687,720 250,867,820 115,777 2,689,567 8,497,754 215,406,532 148,774,007 327,377 22,005,765
2015-02-28 326,133,394 6,243,757 257,458,627 111,204 2,569,153 8,136,155 220,687,127 139,129,032 307,573 24,008,808
2015-03-31 431,033,261 5,588,758 257,939,087 106,631 2,451,567 7,765,122 232,132,753 153,090,775 300,916 27,803,964
2015-04-30 455,140,019 5,273,147 249,101,087 102,058 2,179,030 7,492,594 217,497,745 137,420,600 294,233 36,282,677
2015-05-31 446,210,826 4,910,953 251,639,391 95,976 1,967,495 7,242,719 203,082,689 125,412,672 287,549 45,843,703
2015-06-30 496,518,742 4,724,911 249,358,733 92,927 1,765,154 6,735,687 202,832,088 115,682,472 258,431 54,872,002
Nissan – Volvo
Nissan Non-Specified Porsche SMART Subaru Suzuki Tesla Toyota Volkswagen Volvo
2009-07-31 209,046,482 - 149,260 - 29,317,931 2,603,960 - 947,232,663 60,507,274 4,281,859
2009-08-31 232,619,120 - 145,455 - 28,267,639 2,478,106 - 925,562,058 61,570,123 4,263,039
2009-09-30 234,050,052 - 141,650 - 28,342,327 2,378,805 - 941,334,987 67,297,652 4,309,941
2009-10-31 252,398,765 - 137,845 - 27,046,519 2,173,807 - 1,013,527,707 76,986,660 5,488,335
2009-11-30 283,421,006 - 53,905 - 24,540,363 1,788,571 - 1,091,981,306 82,929,700 6,807,951
2009-12-31 334,171,262 - 27,085 - 20,104,703 1,160,674 - 1,218,812,513 80,936,731 7,197,238
2010-01-31 417,853,518 - - - 16,962,527 947,061 - 1,256,369,967 78,795,739 7,012,858
2010-02-28 565,090,621 - - - 15,520,472 817,299 - 1,294,149,315 76,356,157 6,915,714
2010-03-31 694,134,657 - - - 13,647,599 504,187 - 1,324,709,346 73,353,097 8,826,442
2010-04-30 678,781,758 - - 39,000 11,045,202 159,904 - 1,323,804,104 69,811,783 11,366,825
2010-05-31 676,715,080 - - 2,572,164 7,554,693 44,495 - 1,359,126,140 68,315,424 11,668,502
2010-06-30 678,492,538 - - 2,937,334 3,947,718 36,142 - 1,357,332,963 64,759,704 11,379,662
2010-07-31 696,893,053 - - 2,932,387 2,104,836 16,231 - 1,371,598,383 67,598,913 10,719,681
2010-08-31 697,287,120 - - 2,874,707 1,032,158 8,062 - 1,299,927,430 59,590,568 9,533,539
2010-09-30 714,672,526 - - 2,817,967 694,541 25,105 - 1,240,456,517 54,931,502 8,957,692
2010-10-31 731,115,429 - - 2,771,858 535,702 - - 1,279,884,448 51,346,088 8,564,794
2010-11-30 791,036,226 - - 2,466,773 538,738 - - 1,260,369,864 50,297,962 8,271,574
2010-12-31 835,354,730 - - 4,443,737 513,050 635,051 - 1,217,274,213 49,628,610 10,669,590
2011-01-31 911,663,615 - - 4,440,242 701,371 581,752 - 1,262,677,940 47,755,695 11,088,069
II-C-4
2011-02-28 985,253,598 - - 4,279,666 622,437 522,899 - 1,276,044,637 45,982,511 10,646,435
2011-03-31 1,071,994,421 - - 4,037,238 1,226,670 464,728 - 1,250,957,720 46,714,048 10,547,791
2011-04-30 1,104,662,122 - - 3,564,875 1,057,075 361,362 - 1,241,764,522 43,568,581 11,178,462
2011-05-31 1,135,535,085 - - 2,642,142 893,879 224,608 - 1,162,623,044 40,228,909 12,251,719
2011-06-30 1,141,812,135 - 108,698 2,022,146 652,186 97,669 - 1,079,149,849 34,784,541 11,773,616
2011-07-31 1,102,335,655 - 106,421 1,564,081 590,826 69,369 - 1,018,893,091 33,673,837 11,222,901
2011-08-31 1,045,904,571 - 104,144 928,954 523,969 37,422 - 933,726,412 30,326,683 10,434,704
2011-09-30 973,662,458 - 101,867 656,938 535,567 10,746 - 837,815,765 25,653,628 9,844,781
2011-10-31 955,989,116 - 99,591 431,844 455,252 5,238 - 789,405,787 22,266,502 9,331,167
2011-11-30 942,101,529 - 203,880 233,285 390,365 - - 735,128,563 19,847,855 8,876,759
2011-12-31 950,263,174 - 199,988 168,572 321,491 - - 681,532,610 20,657,569 8,452,452
2012-01-31 1,038,817,900 - 196,095 106,263 313,066 - - 637,365,902 20,218,204 7,562,510
2012-02-29 1,173,913,408 - 192,203 104,172 286,197 - - 672,692,355 23,917,774 7,112,411
2012-03-31 1,301,803,986 - 188,311 86,960 388,100 - - 681,897,071 35,064,449 6,375,908
2012-04-30 1,351,483,189 - 184,419 68,170 348,977 - - 768,618,983 53,994,178 5,906,964
2012-05-31 1,309,647,555 - 180,526 41,662 319,475 - - 792,419,783 73,242,032 4,689,089
2012-06-30 1,398,220,875 - 180,526 41,662 1,194,847 118,825 - 810,527,670 104,264,251 5,572,570
2012-07-31 1,336,886,874 - 4,004,632 40,748 2,593,166 118,825 - 793,063,633 131,654,237 4,689,930
2012-08-31 1,255,462,671 - 4,001,411 39,864 2,775,857 100,322 - 747,144,852 141,867,478 4,272,989
2012-09-30 1,189,944,466 - 3,940,057 39,095 3,440,017 98,794 - 707,476,175 145,340,345 4,076,330
2012-10-31 1,147,327,512 - 3,807,181 22,998 4,358,113 97,450 - 692,483,420 176,958,910 3,971,170
2012-11-30 1,125,618,619 - 3,747,888 22,537 4,281,728 96,106 - 695,782,172 195,888,290 3,977,878
2012-12-31 1,097,088,160 - 3,688,433 14,688 4,582,521 94,761 - 748,136,153 204,692,071 3,666,063
2013-01-31 1,072,502,412 - 3,579,013 7,202 9,524,321 90,793 - 782,969,282 209,904,672 3,307,657
2013-02-28 1,141,609,840 - 11,409,809 - 9,859,255 89,449 - 802,909,654 216,544,186 3,212,555
2013-03-31 1,178,935,593 - 12,842,641 - 10,169,934 88,104 - 831,749,194 228,525,225 3,161,796
2013-04-30 1,225,866,408 - 15,290,565 - 10,096,948 86,709 - 889,377,237 247,919,776 2,934,787
2013-05-31 1,285,658,790 - 16,191,636 - 10,170,169 85,310 - 879,527,484 245,586,075 2,853,894
2013-06-30 1,339,606,495 - 15,752,712 - 9,140,264 83,903 - 969,477,806 240,541,974 2,701,221
2013-07-31 1,347,974,695 - 15,210,847 - 8,879,810 81,502 281,462 970,346,018 233,261,026 2,454,264
2013-08-31 1,303,728,392 - 14,806,051 - 8,401,017 66,798 278,986 937,502,276 227,778,928 2,337,688
2013-09-30 1,215,952,917 - 14,212,724 - 7,342,480 65,613 272,962 898,503,241 221,255,346 2,120,849
2013-10-31 1,145,392,713 - 14,452,420 - 5,969,668 64,255 466,060 850,456,456 211,982,676 1,983,593
2013-11-30 1,132,178,345 - 16,429,413 - 5,247,885 61,987 449,444 847,546,757 206,176,082 1,822,266
2013-12-31 1,132,064,435 673,468 16,866,228 - 5,293,338 61,580 446,474 850,512,352 199,582,394 1,800,529
2014-01-31 1,113,396,352 470,700 16,267,456 - 7,820,097 60,222 436,567 804,844,189 187,071,874 1,639,568
2014-02-28 1,117,994,787 4,128,115 15,983,439 - 7,728,172 58,926 426,653 802,160,305 178,339,652 1,489,897
2014-03-31 1,120,127,650 4,031,708 19,299,905 - 7,583,150 57,630 416,730 817,836,782 172,376,013 1,432,982
2014-04-30 1,101,150,450 3,898,398 23,969,176 9,910 7,025,430 55,673 406,824 855,931,612 163,246,936 1,320,821
2014-05-31 1,139,047,355 2,447,040 23,617,976 9,898 6,658,364 53,692 396,910 943,601,862 154,113,590 1,199,181
2014-06-30 1,185,248,823 4,546,506 21,926,402 20,309 6,325,008 41,916 456,495 1,042,246,656 145,090,378 1,165,933
2014-07-31 1,232,773,439 318,651 20,314,602 20,084 7,830,188 40,880 446,056 1,082,694,493 137,724,101 1,200,511
2014-08-31 1,280,989,132 194,400 18,758,232 19,699 8,544,280 39,260 434,707 1,078,701,378 130,105,681 1,144,745
2014-09-30 1,276,860,350 188,231 17,311,011 19,313 7,559,677 28,667 423,348 1,035,470,928 119,884,077 1,083,667
2014-10-31 1,231,742,542 182,054 15,361,882 18,927 6,583,572 8,876 411,978 990,562,905 107,121,667 1,199,205
II-C-5
2014-11-30 1,171,100,208 175,878 16,455,455 18,541 5,864,253 - 400,608 938,939,163 98,104,021 1,267,379
2014-12-31 1,116,010,153 2,175,533 15,683,648 17,555 5,329,775 - 385,628 941,104,025 88,362,761 1,438,567
2015-01-31 1,158,307,947 1,198,700 14,760,040 16,976 5,080,056 - 370,613 935,530,300 83,035,149 1,565,017
2015-02-28 1,181,318,241 1,897,824 13,779,913 16,396 4,818,217 - 292,848 966,066,960 73,778,719 1,536,293
2015-03-31 1,310,110,454 2,711,450 13,023,282 15,817 4,528,397 - 283,739 1,040,690,756 70,029,777 1,228,544
2015-04-30 1,366,750,792 452,422 12,847,044 15,237 4,262,800 - 274,650 1,059,926,248 77,696,216 1,238,989
2015-05-31 1,380,701,859 348,055 18,667,129 14,888 4,083,332 - 265,551 1,143,380,714 91,243,939 1,053,867
2015-06-30 1,456,191,533 335,418 21,729,961 14,538 3,920,143 - 211,488 1,195,561,621 97,187,713 959,582
Total across all manufacturers

2009-07-31 4,276,114,414 2012-04-30 6,311,988,508 2015-01-31 5,188,710,280
2009-08-31 3,617,630,615 2012-05-31 6,342,023,760 2015-02-28 5,183,420,942
2009-09-30 3,607,596,139 2012-06-30 6,923,140,110 2015-03-31 5,377,336,579
2009-10-31 3,681,328,660 2012-07-31 6,992,186,525 2015-04-30 5,222,875,280
2009-11-30 3,676,998,653 2012-08-31 6,767,544,510 2015-05-31 5,156,787,139
2009-12-31 3,819,003,746 2012-09-30 6,591,288,239 2015-06-30 5,213,223,156
2010-01-31 3,939,498,527 2012-10-31 6,840,352,850
2010-02-28 4,209,372,977 2012-11-30 6,873,967,324
2010-03-31 4,318,662,377 2012-12-31 7,029,352,129
2010-04-30 4,217,776,198 2013-01-31 7,263,470,414
2010-05-31 4,229,334,244 2013-02-28 7,608,549,577
2010-06-30 4,230,512,622 2013-03-31 7,840,652,393
2010-07-31 4,175,437,870 2013-04-30 8,278,444,236
2010-08-31 3,942,920,487 2013-05-31 8,468,753,888
2010-09-30 3,837,795,704 2013-06-30 8,656,097,274
2010-10-31 3,936,405,414 2013-07-31 8,630,429,890
2010-11-30 3,933,559,506 2013-08-31 8,363,121,102
2010-12-31 3,945,229,429 2013-09-30 8,017,874,266
2011-01-31 4,161,973,580 2013-10-31 7,560,307,595
2011-02-28 4,390,240,124 2013-11-30 7,338,975,782
2011-03-31 4,729,221,663 2013-12-31 7,248,513,817
2011-04-30 4,892,923,774 2014-01-31 6,897,251,994
2011-05-31 4,845,225,461 2014-02-28 6,677,926,290
2011-06-30 4,712,589,725 2014-03-31 6,579,749,267
2011-07-31 4,654,251,427 2014-04-30 6,527,312,667
2011-08-31 4,663,729,754 2014-05-31 6,542,315,698
2011-09-30 4,534,834,660 2014-06-30 6,580,016,866
2011-10-31 4,529,970,263 2014-07-31 6,608,377,175
2011-11-30 4,527,009,893 2014-08-31 6,611,226,582
2011-12-31 4,651,773,077 2014-09-30 6,430,268,369
2012-01-31 5,034,844,630 2014-10-31 6,077,736,253
2012-02-29 5,554,440,259 2014-11-30 5,625,541,578
2012-03-31 5,947,416,272 2014-12-31 5,273,766,703
II-C-6
ANNEX II-D
Historical Program Net Book Value ($) by Original Equipment Manufacturer
Acura – Honda
2009-07-31 - 8,936,250 - - 45,929,778 - - - 781,417,936 - 1,012,513 -
2009-08-31 - 8,661,307 - - 43,811,262 - - - 751,554,850 - 454,035,571 -
2009-09-30 - 8,514,621 - - 42,577,615 - - - 711,126,025 - 410,515,790 -
2009-10-31 - 8,041,469 - - 37,201,551 - - - 639,147,058 - 574,899,312 -
2009-11-30 - 6,091,201 - - 76,954,008 - - - 491,614,879 - 812,981,574 -
2009-12-31 - 5,339,735 - - 134,199,934 - - - 453,920,608 - 985,129,864 -
2010-01-31 - 3,350,964 - - 146,724,459 - - - 480,394,109 - 954,962,782 -
2010-02-28 - 1,135,381 - - 164,088,428 - - - 581,698,715 - 1,055,554,932 -
2010-03-31 - 382,206 - - 220,531,579 - - - 745,082,227 - 1,014,293,301 -
2010-04-30 - 111,051 - - 272,331,989 - - - 789,333,843 - 903,004,442 -
2010-05-31 - 108,855 - - 337,626,461 - - - 795,965,579 - 1,130,371,969 -
2010-06-30 - 71,050 - - 380,726,227 - - - 798,986,637 - 1,469,501,922 -
2010-07-31 - 55,944 - - 434,079,855 - - - 775,314,415 - 1,755,525,692 -
2010-08-31 - 26,312 - - 396,115,593 - - - 739,325,232 - 1,690,959,016 -
2010-09-30 - 53,514 - - 333,140,012 - - - 536,605,696 - 1,477,182,662 -
2010-10-31 - 52,239 - - 291,685,931 - - - 446,519,574 - 1,406,973,052 -
2010-11-30 - - - - 232,925,424 - - - 371,770,452 - 1,263,126,849 -
2010-12-31 - - - - 205,810,884 - - - 312,307,682 - 1,211,225,272 -
2011-01-31 - - - - 156,281,293 - - - 197,191,824 - 1,206,697,448 -
2011-02-28 - - - - 169,504,781 - - - 160,506,363 - 1,216,031,519 -
2011-03-31 - - - - 229,831,355 - - - 143,030,496 - 1,230,314,498 -
2011-04-30 - - - - 302,557,602 - - - 129,176,388 - 1,478,590,263 -
2011-05-31 - - - - 359,565,424 - - - 112,964,931 - 1,597,007,070 -
2011-06-30 - - - - 386,311,023 - - - 108,335,327 - 2,022,923,875 -
2011-07-31 - - - - 512,280,662 - - - 100,966,936 - 2,237,594,418 -
2011-08-31 - - - - 537,740,870 - - 2,219,542 91,936,037 - 2,092,281,032 -
2011-09-30 - - - - 491,529,142 - - 3,556,120 80,888,597 - 1,697,717,255 -
2011-10-31 - - - - 432,418,358 - - 4,068,749 73,738,816 - 1,417,985,194 -
2011-11-30 - - - - 366,891,213 - - 4,013,268 68,156,087 - 1,201,582,522 -
2011-12-31 - - - - 308,275,075 - - 3,939,518 64,409,267 - 906,690,132 -
2012-01-31 - - - - 230,333,495 - - 3,848,734 54,097,903 - 904,050,926 -
2012-02-29 - - - - 161,854,160 - - 3,775,279 84,495,599 - 727,580,159 -
2012-03-31 - - - - 129,859,519 - - 3,284,277 100,989,920 - 693,588,989 -
2012-04-30 - - - - 87,843,195 - - 2,788,998 113,424,359 - 813,895,316 -
2012-05-31 - - - - 68,469,837 - - 2,459,214 116,758,570 - 889,937,344 -
2012-06-30 - - - - 62,220,018 - - 2,236,574 129,261,526 - 1,035,077,291 -
2012-07-31 - - - - 53,453,570 - - 2,177,893 142,271,085 - 1,107,835,859 -
2012-08-31 - - - - 41,277,812 - - 1,841,928 137,104,917 - 1,074,667,831 -
2012-09-30 - - - - 28,040,992 - - 1,210,209 124,162,226 - 810,279,906 -
II-D-1
2012-10-31 - - - - 20,159,803 - - 472,204 114,007,537 - 605,727,161 -
2012-11-30 - - - - 16,773,184 - - 77,535 101,355,129 - 323,516,022 -
2012-12-31 - - - - 13,645,326 - - - 83,666,770 - 164,473,345 -
2013-01-31 - - - - 1,695,303 - - - 80,198,201 - 93,809,616 -
2013-02-28 - - - - 1,051,530 - - - 69,483,745 - 91,838,150 -
2013-03-31 - - - - 579,050 - - - 72,531,427 - 177,571,127 -
2013-04-30 - - - - 288,268 - - - 67,701,556 - 279,745,867 -
2013-05-31 - - - - 242,489 - - - 74,912,577 - 279,407,525 -
2013-06-30 - - - - 156,951 - - - 90,974,230 - 271,104,737 -
2013-07-31 - - - - 192,518 - - - 98,853,271 - 281,430,924 -
2013-08-31 - - - - 32,019,014 - - - 96,577,923 - 257,849,822 -
2013-09-30 - - - - 49,655,043 - - - 93,245,214 - 460,411,434 -
2013-10-31 - - - - 49,200,534 - - - 89,340,927 - 680,015,266 -
2013-11-30 - - - - 53,304,500 - - - 84,833,623 - 689,165,059 -
2013-12-31 - - - - 52,586,866 - - - 75,898,301 - 792,453,523 -
2014-01-31 - - - - 292,220,625 - - 4,353,319 59,098,583 - 813,839,700 -
2014-02-28 - - - - 331,749,109 - - 20,448,715 46,754,147 - 839,394,723 -
2014-03-31 - - - - 367,116,745 - - 29,324,707 35,990,432 - 892,012,475 -
2014-04-30 - - - - 377,409,274 - - 34,547,067 23,182,704 - 1,339,120,817 -
2014-05-31 - - - - 413,765,399 - - 35,810,829 15,939,017 - 1,392,227,310 -
2014-06-30 - - - - 463,878,474 - - 37,895,739 11,680,503 - 1,330,436,536 -
2014-07-31 - - - - 447,823,201 - - 39,693,213 8,431,709 - 1,274,155,634 -
2014-08-31 - - - - 424,997,627 - - 39,239,191 4,819,463 - 1,179,091,714 -
2014-09-30 - - - - 502,677,734 - - 38,365,659 2,196,454 - 1,058,051,623 -
2014-10-31 - - - - 581,895,819 - - 34,790,859 1,165,191 - 1,118,312,453 -
2014-11-30 - - - - 654,727,115 - - 33,876,709 715,436 - 1,230,892,716 -
2014-12-31 - - - - 826,737,337 - - 31,354,807 548,597 - 1,443,359,864 -
2015-01-31 - - - - 851,111,871 - - 25,318,338 343,932 - 1,370,833,944 -
2015-02-28 - - - - 881,087,138 - - 21,098,821 978,877 - 1,616,714,874 -
2015-03-31 - - - - 1,002,890,718 - - 17,068,328 35,206,562 - 2,021,363,333 41,222
2015-04-30 - - - - 1,111,791,538 - - 15,716,767 47,498,469 - 2,265,736,529 -
2015-05-31 - - - - 1,255,346,819 - - 14,758,499 48,957,157 - 2,347,621,515 -
2015-06-30 - - - - 1,369,936,891 - - 17,347,962 49,142,515 - 2,507,440,984 -
Hyundai – Nissan
Hyundai Jaguar Kia Lamborghini LandRover Lexus Mazda Mercedes Mini Mitsubishi Nissan
2009-07-31 24,834,146 - 228,409,146 - - - 46,883,144 - - - 186,608,270
2009-08-31 23,954,120 - 250,351,795 - - - 43,646,666 - - - 179,221,006
2009-09-30 23,289,732 - 298,509,094 - - - 39,606,988 - - - 183,404,194
2009-10-31 22,660,541 - 288,479,582 - - - 30,987,311 - - - 174,992,929
2009-11-30 22,070,377 - 235,554,878 - - - 19,462,722 - - - 146,872,318
2009-12-31 21,573,706 - 188,842,620 - - - 22,541,939 - - - 135,372,606
2010-01-31 17,951,710 - 149,571,572 - - - 22,413,907 - - - 146,258,283
II-D-2
2010-02-28 11,279,780 - 135,034,462 - - - 38,287,203 - - - 168,534,852
2010-03-31 1,382,031 - 102,112,463 - - - 42,546,048 - - - 220,252,200
2010-04-30 794,224 - 91,144,717 - - - 42,897,391 - - - 239,000,806
2010-05-31 695,247 - 82,131,021 - - - 47,989,814 - - - 273,363,072
2010-06-30 638,980 - 95,702,770 - - - 48,119,216 - - - 299,852,878
2010-07-31 346,331 - 86,804,905 - - - 45,865,829 - - - 299,249,623
2010-08-31 190,777 - 77,154,751 - - - 43,575,023 - - - 275,918,869
2010-09-30 149,983 - 59,207,214 - - - 40,674,075 - - - 244,665,837
2010-10-31 135,444 - 40,862,941 - - - 34,083,508 - - - 213,244,670
2010-11-30 111,991 - 28,689,045 - - - 27,051,020 - - - 184,364,996
2010-12-31 81,404 - 24,019,913 - - - 20,760,157 - - - 162,344,328
2011-01-31 60,341 - 15,371,075 - - - 12,689,373 - - - 124,862,703
2011-02-28 27,112 - 9,851,782 - - - 9,013,794 - - - 112,569,420
2011-03-31 - - 7,618,319 - - - 6,539,576 - - - 99,052,726
2011-04-30 - - 4,807,382 - - - 3,402,565 - - 21,086,955 85,863,626
2011-05-31 - - 1,753,700 - - - 2,418,908 - - 41,607,767 55,973,535
2011-06-30 - - 347,970 - - - 1,973,112 - - 44,057,610 55,330,352
2011-07-31 - - 196,111 - - - 1,759,978 - - 43,414,184 64,768,067
2011-08-31 - - 51,297 - - - 1,348,093 - - 42,750,821 67,544,678
2011-09-30 - - 34,326 - - - 1,039,985 - - 42,067,093 62,063,712
2011-10-31 - - 12,785 - - - 878,605 - - 35,708,425 55,705,238
2011-11-30 - - 2,795 - - - 658,155 - - 21,519,914 49,590,575
2011-12-31 - - 2,500 - - - 565,088 - - 12,075,908 46,974,286
2012-01-31 - - 2,205 - - - 426,755 - - 10,079,388 44,896,770
2012-02-29 - - - - - - 241,186 - - 9,587,952 42,465,262
2012-03-31 - - - - - - 155,644 - - 2,459,188 38,748,092
2012-04-30 - - - - - - 123,087 - - 1,159,932 22,121,693
2012-05-31 - - - - - - 93,810 - - 148,883 22,107,535
2012-06-30 - - - - - - - - - - 17,985,762
2012-07-31 - - - - - - - - - 38,905 16,255,882
2012-08-31 - - - - - - - - - - 13,800,634
2012-09-30 - - - - - - - - - 37,398 12,318,895
2012-10-31 - - - - - - - - - - 7,761,755
2012-11-30 - - - - - - - - - - 4,156,949
2012-12-31 - - - - - - - - - - 1,379,629
2013-01-31 - - - - - - - - - - 554,901
2013-02-28 - - - - - - - - - - 302,166
2013-03-31 - - - - - - - - - - -
2013-04-30 - - - - - - - - - - -
2013-05-31 - - - - - - - - - - -
2013-06-30 - - - - - - - - - - -
2013-07-31 - - - - - - - - - - -
2013-08-31 - - - - - - - - - - -
2013-09-30 - - - - - - - - - - -
2013-10-31 - - - - - - - - - - -
II-D-3
2013-11-30 - - - - - - - - - - -
2013-12-31 - - - - - - - - - - -
2014-01-31 - - - - - - - - - - -
2014-02-28 - - - - - - - - - - -
2014-03-31 - - - - - - - - - - -
2014-04-30 - - - - - - - - - - -
2014-05-31 - - - - - - - - - - -
2014-06-30 - - - - - - - - - - -
2014-07-31 - - - - - - - - - - 14,606
2014-08-31 - - - - - - - - - - -
2014-09-30 - - - - - - - - - - 495,930
2014-10-31 - - - - - - - - - - -
2014-11-30 - - - - - - - - - - -
2014-12-31 - - 27,047,820 - - - - - - - -
2015-01-31 - - 27,203,943 - - - - - - - -
2015-02-28 - - 26,611,783 - - - - - - - -
2015-03-31 - - 26,194,506 - - - - - - - -
2015-04-30 - - 25,748,771 - - - - - - - -
2015-05-31 - - 38,116,933 - - - - - - - -
2015-06-30 - - 51,219,192 - - - - - - - -
Non-Specified – Volvo and Total across all manufacturers
Non- Porsche SMART Subaru Suzuki Tesla Toyota Volkswagen Volvo Total
Specified
2009-07-31 - - - 107,858,123 35,185,677 - 132,918,966 - 51,271,289 1,651,265,239
2009-08-31 - - - 105,177,014 34,247,792 - 128,029,315 - 50,304,745 2,072,995,443
2009-09-30 - - - 102,959,241 33,339,324 - 122,968,464 - 49,195,851 2,026,006,939
2009-10-31 - - - 98,826,553 28,745,463 - 114,895,278 - 47,787,764 2,066,664,811
2009-11-30 - - - 69,031,977 12,219,362 - 84,636,043 - 45,387,103 2,022,876,442
2009-12-31 - - - 56,887,623 5,005,533 - 54,502,697 - 45,788,487 2,109,105,352
2010-01-31 - - - 57,747,646 3,106,858 - 35,550,938 - 40,128,776 2,058,162,004
2010-02-28 - - - 65,511,126 2,477,280 - 29,736,225 - 46,136,585 2,299,474,967
2010-03-31 - - - 76,175,811 1,719,651 - 22,680,607 - 51,037,302 2,498,195,426
2010-04-30 - - - 79,008,070 1,412,534 - 18,044,457 - 40,477,200 2,477,560,724
2010-05-31 - - - 95,334,695 1,135,550 - 14,295,672 - 38,209,672 2,817,227,606
2010-06-30 - - - 100,578,898 981,957 - 11,974,852 - 40,086,954 3,247,222,341
2010-07-31 - - - 101,971,948 798,047 - 10,180,430 - 47,570,486 3,557,763,504
2010-08-31 - - - 81,930,437 779,097 - 8,465,735 - 44,715,887 3,359,156,729
2010-09-30 - - - 49,372,432 739,603 - 7,661,949 - 38,791,791 2,788,244,768
2010-10-31 - - - 32,829,058 718,166 - 24,753,873 - 32,507,566 2,524,366,022
2010-11-30 - - - 19,959,355 687,600 - 37,771,835 - 26,832,119 2,193,290,687
2010-12-31 - - - 13,815,838 8,010 - 48,814,163 - 21,516,860 2,020,704,512
2011-01-31 - - - 9,447,742 7,710 - 71,070,118 - 15,062,001 1,808,741,629
2011-02-28 - - - 7,777,461 - - 78,565,159 - 9,688,438 1,773,535,830
II-D-4
Specified
2011-03-31 - - - 5,934,436 - - 77,995,472 - 19,172,939 1,819,489,817
2011-04-30 - - - 4,218,426 - - 96,573,406 - 20,112,193 2,146,388,806
2011-05-31 - - - 3,129,337 - - 113,382,835 - 26,819,730 2,314,623,238
2011-06-30 - - - 2,497,089 - - 137,705,077 - 40,159,789 2,799,641,224
2011-07-31 - - - 2,188,106 - - 142,426,082 - 41,770,504 3,147,365,047
2011-08-31 - - - 1,817,208 - - 137,727,790 - 41,019,308 3,016,436,675
2011-09-30 - - - 1,505,897 - - 151,683,452 - 39,318,557 2,571,404,137
2011-10-31 - - - 1,354,033 - - 197,154,580 - 35,001,721 2,254,026,504
2011-11-30 - - - 1,251,680 - - 193,653,800 - 30,912,927 1,938,232,935
2011-12-31 - - - 1,487,772 - - 190,949,871 - 28,611,178 1,563,980,593
2012-01-31 - - - 19,164,007 - - 221,611,320 - 19,785,031 1,508,296,533
2012-02-29 - - - 38,651,791 - - 239,480,976 - 16,877,281 1,325,009,646
2012-03-31 - - - 51,130,145 - - 270,007,386 - 22,358,212 1,312,581,372
2012-04-30 - - - 52,062,355 - - 299,303,109 - 21,718,632 1,414,440,676
2012-05-31 - - - 70,174,206 - - 290,696,744 - 28,622,367 1,489,468,510
2012-06-30 - - - 86,619,866 - - 280,783,289 - 49,259,939 1,663,444,265
2012-07-31 - - - 87,861,619 - - 268,213,819 - 63,993,395 1,742,102,028
2012-08-31 - - - 84,069,193 - - 254,030,507 - 63,397,839 1,670,190,660
2012-09-30 - - - 74,776,825 - - 233,882,106 - 59,294,809 1,344,003,365
2012-10-31 - - - 47,254,756 - - 202,137,522 - 50,301,588 1,047,822,327
2012-11-30 - - - 24,649,169 - - 175,240,219 - 39,494,970 685,263,176
2012-12-31 - - - 22,591,156 - - 83,701,349 - 22,769,460 392,227,036
2013-01-31 - - - 23,163,864 - - 50,719,028 - 19,809,890 269,950,803
2013-02-28 - - - 30,905,350 - - 28,325,302 - 17,711,633 239,617,876
2013-03-31 - - - 42,037,797 - - 17,851,491 - 2,632,921 313,203,813
2013-04-30 - - - 38,204,943 - - 7,627,622 - 315,053 393,883,307
2013-05-31 - - - 51,178,959 - - 3,883,357 - 95,988 409,720,897
2013-06-30 - - - 72,486,778 - - 2,425,488 - - 437,148,183
2013-07-31 - - - 65,191,858 - - 1,765,790 - - 447,434,361
2013-08-31 - - - 58,376,779 - - 1,047,480 - - 445,871,018
2013-09-30 - - - 51,781,859 - - 627,121 - - 655,720,672
2013-10-31 - - - 16,709,581 - - 426,070 - - 835,692,378
2013-11-30 - - - 6,209,666 - - 385,646 - - 833,898,495
2013-12-31 - - - 3,055,963 - - 525,642 - - 924,520,294
2014-01-31 - - - 8,734,499 - - 225,023 - 14,873,964 1,193,345,712
2014-02-28 - - - 15,315,945 - - 134,569 - 14,709,370 1,268,506,577
2014-03-31 - - - 14,977,380 - - 92,544 - 30,140,327 1,369,654,611
2014-04-30 55,284 - - 13,656,963 - - 14,849 - 28,637,447 1,816,624,406
2014-05-31 51,859 - - 13,449,345 - - 58,071,386 - 28,225,792 1,957,540,936
2014-06-30 25,929 - - 18,196,484 - - 126,620,017 - 26,895,027 2,015,628,710
2014-07-31 - - - 17,050,081 - - 137,653,486 - 25,416,861 1,950,238,791
2014-08-31 - - - 16,573,213 - - 135,165,269 - 24,673,743 1,824,560,220
2014-09-30 - - - 14,842,775 - - 133,811,857 - 21,280,461 1,771,722,493
2014-10-31 - - - 11,713,305 - - 131,285,959 - 16,349,440 1,895,513,027
II-D-5
Specified
2014-11-30 - - - 8,661,067 - - 122,900,979 - 8,604,547 2,060,378,570
2014-12-31 3,832,625 - - 6,284,397 - - 97,934,361 - 4,042,991 2,441,142,799
2015-01-31 540,689 - - 4,733,689 - - 74,366,620 - 1,620,856 2,356,073,881
2015-02-28 2,180,252 - - 3,749,812 - - 62,057,599 - 491,429 2,614,970,585
2015-03-31 2,235,085 - - 3,281,001 - - 71,641,198 - 305,910 3,180,227,863
2015-04-30 399,571 - - 1,859,474 - - 45,294,878 - 199,266 3,514,245,263
2015-05-31 366,352 - - 834,490 - - 54,082,449 - 172,105 3,760,256,320
2015-06-30 2,299,147 - - 414,012 - - 95,770,386 - 144,902 4,093,715,989
II-D-6
ANNEX II-E
Historical Net Book Value ($) by Original Equipment Manufacturer
Acura - GM
Acura Audi BMW BYD Chrysler Coda Ferrari Fiat Ford GEM GM
2009-07-31 21,530 12,313,150 7,968,086 - 824,680,669 - - - 1,288,017,269 - 962,605,150
2009-08-31 109,524 11,881,928 7,682,164 - 710,736,309 - - - 1,272,809,031 - 869,380,437
2009-09-30 107,409 11,597,257 6,713,875 - 698,933,386 - - - 1,221,342,858 - 804,894,245
2009-10-31 105,343 10,897,648 6,403,148 - 623,603,771 - - - 1,163,408,962 - 936,511,051
2009-11-30 103,277 8,793,673 6,902,181 - 605,012,351 - - - 982,226,099 - 1,159,842,006
2009-12-31 101,211 7,243,536 6,625,245 - 635,891,637 - - - 904,089,248 - 1,377,653,523
2010-01-31 81,240 4,715,368 6,692,431 - 659,646,636 - - - 915,791,139 - 1,356,179,918
2010-02-28 79,778 2,391,653 7,021,253 - 707,480,118 - - - 1,030,430,415 - 1,500,862,157
2010-03-31 78,316 1,407,110 6,407,515 - 787,349,026 - - - 1,208,694,029 - 1,438,292,885
2010-04-30 76,854 963,481 6,784,011 - 812,796,068 - - - 1,277,002,115 - 1,297,605,492
2010-05-31 75,393 801,753 6,747,104 - 891,443,158 - - - 1,286,672,143 - 1,528,225,593
2010-06-30 73,931 373,098 6,291,292 - 966,235,545 - - - 1,323,298,591 - 1,850,116,898
2010-07-31 72,469 294,886 6,056,911 - 966,914,396 - - - 1,309,110,599 - 2,122,511,705
2010-08-31 71,007 286,643 7,216,800 - 867,996,578 - - - 1,237,303,322 - 2,063,475,632
2010-09-30 69,545 278,475 7,018,221 - 777,730,199 - - - 1,049,408,945 - 1,833,740,499
2010-10-31 68,083 227,947 7,019,740 - 742,507,761 - - - 954,173,400 - 1,806,132,448
2010-11-30 66,621 199,235 7,139,383 - 662,905,850 - - - 853,558,632 - 1,680,151,837
2010-12-31 65,160 273,421 6,970,860 - 635,324,506 - - - 791,226,354 - 1,646,559,316
2011-01-31 63,698 547,267 6,657,645 - 571,819,266 - - - 762,879,100 - 1,662,377,052
2011-02-28 62,236 474,497 7,889,578 - 590,233,635 - - - 771,994,768 - 1,697,500,662
2011-03-31 60,774 465,757 8,000,823 - 660,692,263 - - - 880,049,338 - 1,729,002,729
2011-04-30 59,312 456,464 9,211,188 - 745,143,785 - - - 975,502,293 - 1,994,913,230
2011-05-31 57,850 447,172 9,755,844 - 809,062,654 - - - 975,788,704 - 2,112,938,958
2011-06-30 56,388 437,879 9,329,579 - 832,283,212 - - - 962,526,744 - 2,542,287,312
2011-07-31 54,927 509,470 10,031,568 - 943,938,528 - - - 941,035,514 - 2,860,351,253
2011-08-31 53,465 498,470 9,549,395 - 948,473,338 - - 3,321,365 935,706,432 - 2,927,334,508
2011-09-30 52,003 487,470 9,032,091 - 889,470,534 - - 7,183,144 929,637,115 - 2,623,984,835
2011-10-31 50,541 476,470 9,161,899 - 803,583,571 - - 7,806,741 950,844,843 - 2,433,430,953
2011-11-30 49,079 465,470 9,528,626 - 737,500,791 - - 7,747,971 947,727,776 - 2,291,662,827
2011-12-31 47,617 425,698 9,196,442 - 694,415,692 - - 7,588,170 962,783,436 - 2,125,247,548
2012-01-31 46,155 393,882 8,890,943 - 804,196,275 - - 7,416,279 961,483,040 - 2,201,952,016
2012-02-29 44,693 362,681 9,137,045 - 862,888,959 - - 7,276,118 1,050,986,295 - 2,053,254,247
2012-03-31 43,232 354,305 8,797,857 - 943,357,279 - - 6,718,410 1,078,359,027 - 2,050,465,802
2012-04-30 41,770 345,928 8,572,087 - 948,016,672 - - 6,102,427 1,130,375,799 - 2,272,784,819
2012-05-31 40,308 249,547 7,869,033 - 975,513,424 - - 5,654,666 1,158,132,623 - 2,311,946,086
2012-06-30 40,308 304,999 7,546,804 - 1,023,387,820 - - 13,324,806 1,231,592,428 - 2,715,963,842
2012-07-31 53,197 205,392 8,461,103 - 1,003,524,557 - - 13,389,088 1,250,330,418 - 2,920,854,048
2012-08-31 51,735 180,308 8,136,243 - 959,658,693 - - 12,713,921 1,226,444,232 - 2,854,077,601
2012-09-30 50,274 400,415 7,443,838 - 923,067,263 - 196,000 11,784,367 1,184,420,867 - 2,567,615,335
2012-10-31 - 354,207 6,896,442 - 894,413,645 - 196,000 10,884,739 1,198,396,313 - 2,645,758,874
II-E-1
Acura Audi BMW BYD Chrysler Coda Ferrari Fiat Ford GEM GM
2012-11-30 - 348,876 6,493,205 - 905,074,579 - 193,060 10,306,700 1,182,847,529 - 2,409,616,770
2012-12-31 - 343,544 5,924,328 - 914,229,139 - 190,120 10,004,571 1,156,424,474 - 2,348,165,681
2013-01-31 - 330,244 5,239,201 - 1,011,127,368 - 187,180 9,323,688 1,127,059,670 - 2,279,024,405
2013-02-28 - 450,290 4,912,870 - 1,121,182,223 - 184,730 12,558,693 1,104,960,530 - 2,403,674,404
2013-03-31 - 444,714 3,875,969 - 1,134,319,216 - 377,280 14,559,131 1,147,469,691 - 2,566,090,054
2013-04-30 - 437,251 3,401,076 - 1,268,499,095 - 590,978 14,310,035 1,143,394,501 - 2,811,791,333
2013-05-31 - 560,194 3,123,215 - 1,310,423,947 - 583,102 13,976,242 1,202,695,515 - 2,821,543,571
2013-06-30 - 551,137 2,816,567 - 1,278,936,523 - 574,081 13,625,507 1,298,039,261 - 2,731,700,824
2013-07-31 - 538,159 2,275,123 - 1,265,092,579 - 753,041 14,422,736 1,263,402,072 - 2,737,319,732
2013-08-31 - 527,032 2,180,537 - 1,255,803,807 - 742,194 14,272,573 1,231,218,572 - 2,629,087,063
2013-09-30 - 515,424 1,656,748 - 1,217,639,527 - 728,857 13,758,494 1,169,708,181 - 2,765,418,859
2013-10-31 - 503,996 1,415,859 - 1,156,317,793 - 715,743 13,113,138 1,109,306,894 - 2,817,441,168
2013-11-30 - 487,073 1,900,894 - 1,116,874,837 - 694,485 12,574,649 1,072,381,678 - 2,724,322,111
2013-12-31 - 482,153 11,558,112 - 1,088,864,692 - 690,706 12,170,444 1,044,742,782 - 2,773,905,136
2014-01-31 - 470,497 17,821,773 - 1,284,705,184 - 678,103 15,620,513 971,273,624 - 2,653,545,853
2014-02-28 - 459,636 19,007,472 - 1,272,314,804 - 665,497 31,227,190 913,624,982 - 2,573,529,315
2014-03-31 - 494,536 18,220,383 - 1,294,662,823 - 652,887 39,703,515 857,641,687 - 2,574,506,230
2014-04-30 - 572,318 17,963,674 - 1,261,346,671 - 640,285 44,438,640 819,905,505 - 3,000,128,273
2014-05-31 - 628,225 17,699,137 - 1,254,844,964 - 627,678 45,244,880 768,848,673 - 3,035,563,581
2014-06-30 - 524,516 17,561,950 - 1,268,551,356 - 615,072 46,847,459 717,565,554 - 2,917,163,073
2014-07-31 - 512,545 17,157,008 - 1,216,516,507 - 602,461 48,294,954 688,151,687 - 2,807,504,551
2014-08-31 - 500,747 16,825,453 - 1,200,504,290 - 589,851 47,519,274 658,518,535 - 2,651,090,266
2014-09-30 - 489,027 16,225,739 - 1,273,341,769 - 577,210 46,147,287 620,735,234 - 2,470,331,441
2014-10-31 - 438,058 15,454,241 - 1,293,812,220 - 424,525 42,214,768 579,044,112 - 2,433,863,056
2014-11-30 - 424,803 13,876,122 - 1,290,295,241 - 270,208 40,550,578 530,186,620 - 2,415,367,108
2014-12-31 - 389,030 11,289,204 - 1,421,366,857 - 261,527 37,723,657 485,040,743 - 2,481,025,646
2015-01-31 - 359,858 9,711,391 - 1,375,071,935 - 251,656 31,294,507 445,427,019 - 2,374,523,391
2015-02-28 - 349,112 8,591,034 - 1,359,429,994 - 241,739 26,790,759 436,988,226 - 2,593,362,438
2015-03-31 - 338,363 7,888,085 - 1,441,427,961 - 231,816 22,396,344 459,187,664 - 2,902,692,072
2015-04-30 - 416,473 7,267,256 - 1,485,504,659 - 110,077 20,352,596 465,581,961 - 2,992,105,142
2015-05-31 - 401,338 6,601,438 - 1,585,856,463 - - 19,096,300 486,152,719 - 2,942,349,290
2015-06-30 - 388,934 4,787,637 - 1,658,498,715 - - 21,766,312 504,433,429 - 3,004,572,347
Honda – Mercedes
Honda Hyundai Jaguar Kia Lamborghini LandRover Lexus Mazda Mercedes

2009-07-31 127,304,360 156,201,967 1,472,446 362,599,092 - 222,715 3,138,679 360,605,249 36,739,402
2009-08-31 124,664,400 157,550,107 1,370,886 384,132,082 - 213,368 3,443,872 341,216,248 36,178,195
2009-09-30 113,597,520 163,409,137 1,319,251 453,407,673 - 165,369 3,127,457 332,562,538 35,149,019
2009-10-31 110,471,581 183,774,915 1,248,759 465,578,356 - 157,620 2,991,560 327,922,410 54,115,683
2009-11-30 101,749,594 167,643,160 1,059,681 413,755,463 - 136,636 2,538,937 317,930,965 65,092,639
2009-12-31 93,940,013 153,243,086 872,730 360,033,418 - 129,619 1,723,121 326,423,017 68,640,436
2010-01-31 89,171,501 140,965,619 854,401 315,562,622 - 109,384 1,508,888 341,832,187 71,541,584
2010-02-28 84,268,656 121,835,298 687,551 295,783,368 - 45,782 1,258,820 382,163,103 71,845,733
2010-03-31 73,866,154 92,422,553 638,689 257,029,544 - 11,405 1,022,456 361,411,659 70,579,949
II-E-2
2010-04-30 64,911,577 80,073,136 474,092 239,922,511 - - 812,669 343,237,530 68,443,177
2010-05-31 57,797,813 73,789,530 373,220 226,350,021 - - 701,788 330,801,744 65,963,524
2010-06-30 53,599,096 68,846,429 303,250 232,062,195 - - 647,216 313,734,580 62,353,640
2010-07-31 52,799,543 64,149,487 488,374 212,707,530 - - 611,156 304,349,465 55,342,559
2010-08-31 49,845,365 53,791,239 478,902 186,289,666 - - 550,239 280,294,096 47,125,443
2010-09-30 46,934,449 48,406,742 441,297 160,763,390 - - 586,884 263,219,481 36,537,914
2010-10-31 47,837,044 45,241,449 658,196 136,853,229 - - 536,791 246,890,290 30,752,420
2010-11-30 48,525,039 40,347,234 1,007,701 118,881,500 - - 524,129 231,386,172 26,989,680
2010-12-31 49,120,774 39,245,484 1,225,912 116,868,948 - - 464,271 218,219,484 24,403,269
2011-01-31 49,303,304 36,949,856 1,231,265 104,553,408 - - 493,846 223,646,971 22,174,250
2011-02-28 56,142,136 39,382,927 1,232,571 98,015,396 - - 485,521 281,275,238 20,729,768
2011-03-31 66,362,286 66,294,806 1,203,153 101,656,427 - - 475,727 363,105,978 20,219,668
2011-04-30 63,031,736 63,572,877 1,346,339 100,694,703 - - 444,140 352,720,407 19,935,530
2011-05-31 55,095,456 56,584,356 1,585,753 85,281,517 - - 413,656 337,435,813 25,033,286
2011-06-30 49,813,598 48,735,377 1,568,406 69,955,217 - - 384,331 313,524,032 39,222,391
2011-07-31 47,613,096 42,871,159 1,551,060 59,269,982 - - 356,123 299,121,548 42,874,810
2011-08-31 44,583,151 37,183,536 1,533,714 49,314,741 - - 348,590 281,099,587 43,884,369
2011-09-30 41,853,340 33,845,142 1,526,474 44,282,807 - - 341,057 258,644,434 40,932,062
2011-10-31 39,832,090 32,056,284 1,509,152 45,174,019 - - 278,203 241,236,437 38,591,670
2011-11-30 38,602,488 31,149,968 1,675,860 46,775,406 - 79,228 651,740 228,996,693 39,363,860
2011-12-31 37,023,079 29,594,715 1,656,663 49,962,928 - 78,032 560,646 220,448,698 58,317,324
2012-01-31 37,395,958 31,496,249 1,943,353 54,095,011 - 76,835 550,065 259,499,804 68,863,788
2012-02-29 45,172,987 44,616,558 1,923,142 62,383,030 - 75,638 539,485 314,815,748 113,198,419
2012-03-31 47,486,173 52,275,787 1,666,007 79,828,941 - 74,441 513,257 332,231,171 131,262,717
2012-04-30 49,470,223 56,503,634 1,652,328 89,816,759 - 73,244 541,923 323,372,510 138,583,006
2012-05-31 50,099,208 62,971,673 1,266,111 92,804,937 187,606 72,048 531,315 310,510,168 143,821,042
2012-06-30 55,201,876 80,921,975 1,047,042 104,181,118 187,606 72,048 501,912 308,597,009 146,919,096
2012-07-31 58,014,613 81,489,986 1,001,472 110,635,126 185,544 70,808 485,642 299,196,078 146,684,770
2012-08-31 55,851,899 83,308,613 947,153 114,018,273 182,700 69,611 476,481 284,834,119 143,582,036
2012-09-30 52,517,990 87,383,315 1,007,872 120,456,868 179,856 68,415 507,668 288,534,777 139,300,201
2012-10-31 50,091,822 101,327,140 1,191,717 126,357,287 177,012 67,417 580,442 276,187,785 131,787,515
2012-11-30 49,979,736 106,791,351 1,115,744 128,886,906 174,168 66,420 839,371 262,453,675 120,210,592
2012-12-31 48,891,144 126,583,262 821,416 136,241,521 171,324 65,423 801,042 259,081,331 124,867,766
2013-01-31 44,042,306 144,686,491 1,069,356 145,882,464 168,480 176,999 774,505 340,314,430 143,089,857
2013-02-28 40,715,699 153,266,734 993,321 148,790,209 166,110 175,882 736,040 354,659,577 140,562,718
2013-03-31 36,980,626 155,399,817 875,354 160,273,309 163,740 297,128 725,156 372,300,028 140,972,466
2013-04-30 35,998,290 177,686,545 984,160 171,583,270 161,277 845,643 1,548,962 350,939,049 166,225,761
2013-05-31 33,585,065 188,552,141 971,066 201,610,572 158,804 837,412 2,402,479 332,617,435 186,904,307
2013-06-30 32,223,257 197,007,828 1,132,679 260,530,240 156,317 823,717 2,750,596 320,875,302 219,376,555
2013-07-31 33,396,543 197,033,898 1,307,014 269,201,101 153,824 802,034 3,560,256 310,978,715 254,501,225
2013-08-31 32,480,380 191,891,719 1,113,134 266,173,909 151,454 783,548 3,925,050 297,146,892 251,477,148
2013-09-30 30,112,792 185,461,528 1,094,791 257,250,799 148,941 633,817 3,859,035 299,586,064 241,322,148
2013-10-31 27,048,302 177,412,472 1,280,432 252,387,035 349,000 537,174 4,256,111 285,280,968 231,856,641
2013-11-30 25,604,688 171,673,324 1,034,403 256,055,488 343,809 514,580 4,782,358 278,350,354 222,355,691
2013-12-31 25,541,807 166,624,406 1,022,205 264,851,112 339,174 510,573 5,110,254 283,261,853 217,866,085
II-E-3
2014-01-31 22,592,898 156,976,976 1,005,207 266,730,727 331,966 496,410 5,804,608 263,449,122 212,771,214
2014-02-28 24,488,694 152,909,876 1,012,964 260,074,673 324,755 483,069 6,520,662 248,381,832 225,154,164
2014-03-31 25,758,897 151,633,991 997,176 251,850,481 317,541 379,605 6,402,577 252,059,201 231,218,189
2014-04-30 25,526,000 161,992,155 7,120,032 270,463,301 310,333 322,465 6,247,123 245,355,782 229,495,617
2014-05-31 25,266,139 172,541,428 7,380,041 280,263,034 303,089 2,597,368 6,058,025 238,976,506 224,660,601
2014-06-30 45,266,950 200,980,584 7,350,004 281,845,025 295,851 3,422,883 6,594,258 237,922,858 219,948,281
2014-07-31 59,870,895 229,123,049 7,209,345 285,203,411 288,617 3,351,830 6,980,655 267,451,581 214,207,502
2014-08-31 58,008,646 279,489,122 8,141,391 280,040,303 281,403 3,285,208 7,671,728 281,164,394 206,501,035
2014-09-30 55,730,698 281,442,525 8,000,748 287,085,699 274,187 3,215,132 7,416,399 271,916,771 193,668,478
2014-10-31 54,080,342 268,497,883 7,421,454 282,036,026 266,903 3,117,000 7,943,631 255,212,957 188,716,879
2014-11-30 51,992,339 254,388,795 7,256,164 261,055,371 255,716 2,915,746 8,244,208 233,358,717 179,466,341
2014-12-31 50,335,305 242,204,996 6,887,523 279,214,205 248,307 2,776,784 8,890,264 221,839,168 163,754,733
2015-01-31 49,714,899 294,726,591 6,687,720 278,071,763 115,777 2,689,567 8,497,754 215,406,532 148,774,007
2015-02-28 49,257,109 326,133,394 6,243,757 284,070,410 111,204 2,569,153 8,136,155 220,687,127 139,129,032
2015-03-31 58,909,387 431,033,261 5,588,758 284,133,593 106,631 2,451,567 7,765,122 232,132,753 153,090,775
2015-04-30 58,032,830 455,140,019 5,273,147 274,849,857 102,058 2,179,030 7,492,594 217,497,745 137,420,600
2015-05-31 56,560,275 446,210,826 4,910,953 289,756,325 95,976 1,967,495 7,242,719 203,082,689 125,412,672
2015-06-30 53,690,991 496,518,742 4,724,911 300,577,925 92,927 1,765,154 6,735,687 202,832,088 115,682,472
Mini – Toyota
Mini Mitsubishi Nissan Non- Porsche SMART Subaru Suzuki Tesla Toyota
Specified
2009-07-31 497,667 16,010,469 395,654,752 - 149,260 - 137,176,054 37,789,637 - 1,080,151,629
2009-08-31 469,992 16,902,102 411,840,125 - 145,455 - 133,444,653 36,725,898 - 1,053,591,373
2009-09-30 460,773 17,092,824 417,454,246 - 141,650 - 131,301,568 35,718,129 - 1,064,303,451
2009-10-31 436,657 17,358,382 427,391,693 - 137,845 - 125,873,072 30,919,270 - 1,128,422,985
2009-11-30 427,749 16,991,079 430,293,323 - 53,905 - 93,572,341 14,007,933 - 1,176,617,349
2009-12-31 418,543 31,113,561 469,543,868 - 27,085 - 76,992,327 6,166,208 - 1,273,315,210
2010-01-31 409,337 31,864,107 564,111,801 - - - 74,710,173 4,053,919 - 1,291,920,905
2010-02-28 373,020 31,075,597 733,625,472 - - - 81,031,598 3,294,579 - 1,323,885,539
2010-03-31 349,232 30,256,384 914,386,858 - - - 89,823,409 2,223,838 - 1,347,389,953
2010-04-30 64,601 29,217,966 917,782,563 - - 39,000 90,053,271 1,572,438 - 1,341,848,562
2010-05-31 25,198 28,458,707 950,078,152 - - 2,572,164 102,889,387 1,180,045 - 1,373,421,812
2010-06-30 - 27,437,601 978,345,417 - - 2,937,334 104,526,617 1,018,098 - 1,369,307,815
2010-07-31 - 26,158,278 996,142,676 - - 2,932,387 104,076,784 814,277 - 1,381,778,813
2010-08-31 - 25,288,673 973,205,989 - - 2,874,707 82,962,595 787,159 - 1,308,393,165
2010-09-30 - 37,116,968 959,338,362 - - 2,817,967 50,066,973 764,708 - 1,248,118,466
2010-10-31 - 63,600,985 944,360,098 - - 2,771,858 33,364,760 718,166 - 1,304,638,322
2010-11-30 - 72,570,135 975,401,221 - - 2,466,773 20,498,093 687,600 - 1,298,141,699
2010-12-31 - 70,948,002 997,699,058 - - 4,443,737 14,328,888 643,061 - 1,266,088,376
2011-01-31 - 68,659,322 1,036,526,318 - - 4,440,242 10,149,113 589,462 - 1,333,748,059
2011-02-28 - 66,404,361 1,097,823,018 - - 4,279,666 8,399,898 522,899 - 1,354,609,796
2011-03-31 - 63,023,564 1,171,047,147 - - 4,037,238 7,161,106 464,728 - 1,328,953,192
2011-04-30 - 99,355,926 1,190,525,748 - - 3,564,875 5,275,502 361,362 - 1,338,337,927
2011-05-31 - 136,662,855 1,191,508,620 - - 2,642,142 4,023,217 224,608 - 1,276,005,878
II-E-4
Specified
2011-06-30 - 136,013,336 1,197,142,487 - 108,698 2,022,146 3,149,275 97,669 - 1,216,854,926
2011-07-31 - 132,428,496 1,167,103,722 - 106,421 1,564,081 2,778,932 69,369 - 1,161,319,173
2011-08-31 - 127,185,924 1,113,449,249 - 104,144 928,954 2,341,176 37,422 - 1,071,454,202
2011-09-30 22,603 122,090,316 1,035,726,170 - 101,867 656,938 2,041,465 10,746 - 989,499,217
2011-10-31 22,270 112,741,555 1,011,694,355 - 99,591 431,844 1,809,284 5,238 - 986,560,366
2011-11-30 21,937 101,051,891 991,692,104 - 203,880 233,285 1,642,045 - - 928,782,363
2011-12-31 21,605 88,766,416 997,237,460 - 199,988 168,572 1,809,263 - - 872,482,482
2012-01-31 21,249 94,783,191 1,083,714,670 - 196,095 106,263 19,477,073 - - 858,977,222
2012-02-29 20,894 97,060,133 1,216,378,671 - 192,203 104,172 38,937,988 - - 912,173,331
2012-03-31 20,539 118,494,080 1,340,552,078 - 188,311 86,960 51,518,245 - - 951,904,456
2012-04-30 20,183 124,345,203 1,373,604,882 - 184,419 68,170 52,411,333 - - 1,067,922,092
2012-05-31 19,828 117,661,672 1,331,755,090 - 180,526 41,662 70,493,681 - - 1,083,116,527
2012-06-30 19,828 142,003,778 1,416,206,637 - 180,526 41,662 87,814,714 118,825 - 1,091,310,958
2012-07-31 19,460 130,310,493 1,353,142,755 - 4,004,632 40,748 90,454,785 118,825 - 1,061,277,451
2012-08-31 19,105 122,218,827 1,269,263,305 - 4,001,411 39,864 86,845,050 100,322 - 1,001,175,359
2012-09-30 18,798 115,709,572 1,202,263,361 - 3,940,057 39,095 78,216,842 98,794 - 941,358,281
2012-10-31 18,490 107,005,955 1,155,089,267 - 3,807,181 22,998 51,612,869 97,450 - 894,620,943
2012-11-30 18,182 100,857,112 1,129,775,567 - 3,747,888 22,537 28,930,897 96,106 - 871,022,391
2012-12-31 17,898 96,350,738 1,098,467,789 - 3,688,433 14,688 27,173,677 94,761 - 831,837,502
2013-01-31 17,613 104,773,924 1,073,057,313 - 3,579,013 7,202 32,688,185 90,793 - 833,688,310
2013-02-28 17,328 97,280,896 1,141,912,006 - 11,409,809 - 40,764,605 89,449 - 831,234,957
2013-03-31 17,043 90,720,786 1,178,935,593 - 12,842,641 - 52,207,731 88,104 - 849,600,685
2013-04-30 16,747 86,193,521 1,225,866,408 - 15,290,565 - 48,301,891 86,709 - 897,004,858
2013-05-31 16,450 82,681,605 1,285,658,790 - 16,191,636 - 61,349,129 85,310 - 883,410,841
2013-06-30 37,086 79,871,340 1,339,606,495 - 15,752,712 - 81,627,042 83,903 - 971,903,294
2013-07-31 36,572 77,642,357 1,347,974,695 - 15,210,847 - 74,071,668 81,502 281,462 972,111,809
2013-08-31 35,554 75,657,159 1,303,728,392 - 14,806,051 - 66,777,796 66,798 278,986 938,549,756
2013-09-30 34,502 72,529,318 1,215,952,917 - 14,212,724 - 59,124,339 65,613 272,962 899,130,363
2013-10-31 33,464 68,840,289 1,145,392,713 - 14,452,420 - 22,679,249 64,255 466,060 850,882,527
2013-11-30 31,765 66,384,598 1,132,178,345 - 16,429,413 - 11,457,551 61,987 449,444 847,932,403
2013-12-31 31,472 64,578,742 1,132,064,435 673,468 16,866,228 - 8,349,301 61,580 446,474 851,037,994
2014-01-31 29,694 60,452,827 1,113,396,352 470,700 16,267,456 - 16,554,596 60,222 436,567 805,069,212
2014-02-28 28,754 57,754,699 1,117,994,787 4,128,115 15,983,439 - 23,044,117 58,926 426,653 802,294,873
2014-03-31 27,813 54,503,544 1,120,127,650 4,031,708 19,299,905 - 22,560,529 57,630 416,730 817,929,326
2014-04-30 33,424 52,695,702 1,101,150,450 3,953,682 23,969,176 9,910 20,682,393 55,673 406,824 855,946,461
2014-05-31 32,710 47,376,305 1,139,047,355 2,498,899 23,617,976 9,898 20,107,709 53,692 396,910 1,001,673,248
2014-06-30 64,429 44,319,587 1,185,248,823 4,572,436 21,926,402 20,309 24,521,492 41,916 456,495 1,168,866,672
2014-07-31 149,452 42,541,876 1,232,788,045 318,651 20,314,602 20,084 24,880,270 40,880 446,056 1,220,347,979
2014-08-31 293,923 40,017,493 1,280,989,132 194,400 18,758,232 19,699 25,117,493 39,260 434,707 1,213,866,647
2014-09-30 304,805 35,827,423 1,277,356,280 188,231 17,311,011 19,313 22,402,452 28,667 423,348 1,169,282,785
2014-10-31 348,895 27,814,016 1,231,742,542 182,054 15,361,882 18,927 18,296,877 8,876 411,978 1,121,848,864
2014-11-30 327,640 23,196,331 1,171,100,208 175,878 16,455,455 18,541 14,525,319 - 400,608 1,061,840,143
2014-12-31 320,052 18,739,486 1,116,010,153 6,008,158 15,683,648 17,555 11,614,172 - 385,628 1,039,038,386
2015-01-31 327,377 22,005,765 1,158,307,947 1,739,389 14,760,040 16,976 9,813,745 - 370,613 1,009,896,920
II-E-5
Specified
2015-02-28 307,573 24,008,808 1,181,318,241 4,078,076 13,779,913 16,396 8,568,029 - 292,848 1,028,124,559
2015-03-31 300,916 27,803,964 1,310,110,454 4,946,535 13,023,282 15,817 7,809,398 - 283,739 1,112,331,954
2015-04-30 294,233 36,282,677 1,366,750,792 851,993 12,847,044 15,237 6,122,275 - 274,650 1,105,221,126
2015-05-31 287,549 45,843,703 1,380,701,859 714,407 18,667,129 14,888 4,917,822 - 265,551 1,197,463,163
2015-06-30 258,431 54,872,002 1,456,191,533 2,634,565 21,729,961 14,538 4,334,155 - 211,488 1,291,332,007
Volkswagen – Volvo and Total across all manufacturers
Volkswagen Volvo Total Volkswagen Volvo Total

2009-07-31 60,507,274 55,553,148 5,927,379,653 2012-07-31 131,654,237 68,683,326 8,734,288,553
2009-08-31 61,570,123 54,567,784 5,690,626,058 2012-08-31 141,867,478 67,670,828 8,437,735,170
2009-09-30 67,297,652 53,505,792 5,633,603,078 2012-09-30 145,340,345 63,371,139 7,935,291,604
2009-10-31 76,986,660 53,276,098 5,747,993,471 2012-10-31 176,958,910 54,272,758 7,888,175,177
2009-11-30 82,929,700 52,195,054 5,699,875,094 2012-11-30 195,888,290 43,472,848 7,559,230,500
2009-12-31 80,936,731 52,985,725 5,928,109,098 2012-12-31 204,692,071 26,435,523 7,421,579,164
2010-01-31 78,795,739 47,141,634 5,997,660,531 2013-01-31 209,904,672 23,117,547 7,533,421,217
2010-02-28 76,356,157 53,052,299 6,508,847,944 2013-02-28 216,544,186 20,924,187 7,848,167,454
2010-03-31 73,353,097 59,863,744 6,816,857,803 2013-03-31 228,525,225 5,794,717 8,153,856,206
2010-04-30 69,811,783 51,844,025 6,695,336,922 2013-04-30 247,919,776 3,249,840 8,672,327,544
2010-05-31 68,315,424 49,878,174 7,046,561,850 2013-05-31 245,586,075 2,949,882 8,878,474,785
2010-06-30 64,759,704 51,466,616 7,477,734,962 2013-06-30 240,541,974 2,701,221 9,093,245,458
2010-07-31 67,598,913 58,290,167 7,733,201,375 2013-07-31 233,261,026 2,454,264 9,077,864,251
2010-08-31 59,590,568 54,249,425 7,302,077,215 2013-08-31 227,778,928 2,337,688 8,808,992,121
2010-09-30 54,931,502 47,749,483 6,626,040,471 2013-09-30 221,255,346 2,120,849 8,673,594,938
2010-10-31 51,346,088 41,072,360 6,460,771,435 2013-10-31 211,982,676 1,983,593 8,395,999,973
2010-11-30 50,297,962 35,103,694 6,126,850,192 2013-11-30 206,176,082 1,822,266 8,172,874,277
2010-12-31 49,628,610 32,186,451 5,965,933,941 2013-12-31 199,582,394 1,800,529 8,173,034,111
2011-01-31 47,755,695 26,150,070 5,970,715,209 2014-01-31 187,071,874 16,513,532 8,090,597,706
2011-02-28 45,982,511 20,334,873 6,163,775,954 2014-02-28 178,339,652 16,199,267 7,946,432,867
2011-03-31 46,714,048 29,720,730 6,548,711,480 2014-03-31 172,376,013 31,573,309 7,949,403,878
2011-04-30 43,568,581 31,290,655 7,039,312,580 2014-04-30 163,246,936 29,958,268 8,343,937,072
2011-05-31 40,228,909 39,071,450 7,159,848,699 2014-05-31 154,113,590 29,424,973 8,499,856,634
2011-06-30 34,784,541 51,933,405 7,512,230,949 2014-06-30 145,090,378 28,060,960 8,595,645,575
2011-07-31 33,673,837 52,993,405 7,801,616,474 2014-07-31 137,724,101 26,617,372 8,558,615,966
2011-08-31 30,326,683 51,454,013 7,680,166,429 2014-08-31 130,105,681 25,818,488 8,435,786,802
2011-09-30 25,653,628 49,163,337 7,106,238,797 2014-09-30 119,884,077 22,364,128 8,201,990,862
2011-10-31 22,266,502 44,332,888 6,783,996,766 2014-10-31 107,121,667 17,548,645 7,973,249,280
2011-11-30 19,847,855 39,789,687 6,465,242,829 2014-11-30 98,104,021 9,871,926 7,685,920,148
2011-12-31 20,657,569 37,063,630 6,215,753,670 2014-12-31 88,362,761 5,481,558 7,714,909,502
2012-01-31 20,218,204 27,347,541 6,543,141,163 2015-01-31 83,035,149 3,185,873 7,544,784,161
2012-02-29 23,917,774 23,989,693 6,879,449,905 2015-02-28 73,778,719 2,027,722 7,798,391,526
2012-03-31 35,064,449 28,734,120 7,259,997,644 2015-03-31 70,029,777 1,534,454 8,557,564,442
2012-04-30 53,994,178 27,625,596 7,726,429,184 2015-04-30 77,696,216 1,438,256 8,737,120,543
2012-05-31 73,242,032 33,311,456 7,831,492,270 2015-05-31 91,243,939 1,225,972 8,917,043,459
2012-06-30 104,264,251 54,832,509 8,586,584,376 2015-06-30 97,187,713 1,104,484 9,306,939,146
II-E-6
ANNEX II-F
Historical Fair Market Value and Disposition Proceeds Experience
Trailing
One- Three TTM
Trailing Month Month Minimum Illustrative
Three Disposition Disposition Lesser of Incremental
One- Month Calendar Month Proceeds / Proceeds / Lesser (A) and (B), Credit
Calendar Month FMV/NBV Disposition Calendar Month Disposition Disposition of (A) Subject to Enhancement
Month FMV NBV FMV/NBV (A) Proceeds Disposition NBV NBV NBV (B) and (B) 100% Cap Percentage
Jan-09 $4,513,467,370.47 $3,875,843,745.98 116.45% 116.45% $37,465,264.34 $36,809,331.53 101.78% 101.78% 101.78% 100.00% -
Feb-09 $4,421,514,407.46 $3,887,314,543.87 113.74% 115.09% $48,042,879.92 $46,644,404.48 103.00% 102.46% 102.46% 100.00% -
Mar-09 $4,342,021,812.64 $3,864,585,656.35 112.35% 114.18% $82,268,383.12 $81,785,909.56 100.59% 101.54% 101.54% 100.00% -
Apr-09 $4,166,813,850.13 $3,787,492,170.95 110.02% 112.05% $81,893,216.39 $80,208,368.15 102.10% 101.71% 101.71% 100.00% -
May-09 $4,248,052,606.80 $3,769,399,572.25 112.70% 111.69% $161,870,457.75 $160,324,160.73 100.96% 101.15% 101.15% 100.00% -
Jun-09 $4,211,511,221.24 $3,725,781,676.81 113.04% 111.91% $122,626,333.35 $121,491,777.21 100.93% 101.21% 101.21% 100.00% -
Jul-09 $4,504,738,104.58 $4,027,969,999.33 111.84% 112.51% $305,408,414.81 $301,920,447.92 101.16% 101.06% 101.06% 100.00% -
Aug-09 $4,121,320,433.06 $3,715,054,684.96 110.94% 111.93% $167,706,728.07 $161,019,522.87 104.15% 101.94% 101.94% 100.00% -
Sep-09 $4,009,077,806.15 $3,586,834,007.78 111.77% 111.52% $176,607,722.45 $168,754,932.47 104.65% 102.85% 102.85% 100.00% -
Oct-09 $3,978,924,796.76 $3,555,358,239.64 111.91% 111.53% $283,759,091.77 $263,008,197.73 107.89% 105.95% 105.95% 100.00% -
Nov-09 $4,275,887,198.04 $3,668,493,483.00 116.56% 113.44% $225,278,952.21 $212,342,818.38 106.09% 106.45% 106.45% 100.00% -
Dec-09 $4,351,348,406.84 $3,653,790,676.92 119.09% 115.89% $194,039,423.64 $185,067,281.06 104.85% 106.46% 106.46% 100.00% -
Jan-10 $4,514,392,614.53 $3,774,620,962.30 119.60% 118.43% $158,783,445.62 $149,441,790.01 106.25% 105.71% 105.71% 100.00% -
Feb-10 $4,541,305,969.45 $3,841,317,591.43 118.22% 118.97% $121,155,486.68 $114,749,794.38 105.58% 105.50% 105.50% 100.00% -
Mar-10 $4,856,400,423.10 $4,106,707,614.93 118.26% 118.68% $118,283,950.15 $111,591,354.80 106.00% 105.97% 105.97% 100.00% -
Apr-10 $4,865,583,569.44 $4,203,582,673.38 115.75% 117.38% $217,979,347.03 $199,854,123.58 109.07% 107.33% 107.33% 100.00% -
May-10 $4,681,980,294.97 $4,124,023,481.45 113.53% 115.84% $220,954,016.49 $205,541,808.69 107.50% 107.78% 107.78% 100.00% -
Jun-10 $4,384,613,815.22 $4,129,945,637.34 106.17% 111.84% $155,151,838.53 $140,400,980.63 110.51% 108.85% 108.85% 100.00% -
Jul-10 $4,423,351,924.94 $4,144,528,202.48 106.73% 108.80% $214,694,806.16 $203,601,657.36 105.45% 107.51% 107.51% 100.00% -
Aug-10 $4,491,446,255.45 $4,154,448,009.77 108.11% 107.00% $168,876,597.76 $160,715,618.04 105.08% 106.74% 106.74% 100.00% -
Sep-10 $4,206,278,432.48 $3,925,813,604.59 107.14% 107.33% $226,708,662.20 $216,745,845.20 104.60% 105.03% 105.03% 100.00% -
Oct-10 $4,069,028,622.67 $3,798,308,000.27 107.13% 107.48% $123,237,540.32 $118,027,965.55 104.41% 104.71% 104.71% 100.00% -
Nov-10 $4,183,415,314.77 $3,890,637,702.72 107.53% 107.27% $103,672,970.12 $99,123,931.49 104.59% 104.55% 104.55% 100.00% -
Dec-10 $4,229,362,817.50 $3,911,400,583.76 108.13% 107.60% $95,871,210.17 $92,901,493.88 103.20% 104.11% 104.11% 100.00% -
II-F-1
Trailing
One- Three TTM
Jan-11 $4,224,768,920.46 $3,917,012,929.71 107.86% 107.84% $87,219,639.68 $82,183,655.19 106.13% 104.58% 104.58% 100.00% -
Feb-11 $4,497,892,134.16 $4,129,677,403.57 108.92% 108.31% $87,815,521.44 $83,423,825.76 105.26% 104.80% 104.80% 100.00% -
Mar-11 $4,773,728,810.65 $4,312,030,607.06 110.71% 109.21% $102,007,218.00 $95,504,125.25 106.81% 106.10% 106.10% 100.00% -
Apr-11 $5,206,842,288.82 $4,641,110,725.16 112.19% 110.67% $141,706,535.44 $123,355,090.42 114.88% 109.68% 109.68% 100.00% -
May-11 $5,672,312,777.92 $4,818,866,575.66 117.71% 113.66% $193,596,182.69 $164,512,145.87 117.68% 114.07% 113.66% 100.00% -
Jun-11 $5,767,782,804.48 $4,812,147,748.01 119.86% 116.64% $151,122,902.43 $124,730,532.96 121.16% 117.89% 116.64% 100.00% -
Jul-11 $5,827,597,324.09 $4,690,229,031.93 124.25% 120.57% $208,532,468.27 $177,388,216.65 117.56% 118.56% 118.56% 100.00% -
Aug-11 $5,688,809,309.97 $4,631,626,498.89 122.83% 122.29% $148,851,931.12 $129,235,287.71 115.18% 117.89% 117.89% 100.00% -
Sep-11 $5,581,106,260.35 $4,643,673,087.09 120.19% 122.43% $216,220,610.32 $191,285,515.11 113.04% 115.20% 115.20% 100.00% -
Oct-11 $5,324,156,417.57 $4,496,213,227.58 118.41% 120.50% $223,901,483.55 $206,012,587.34 108.68% 111.86% 111.86% 100.00% -
Nov-11 $5,136,534,690.49 $4,499,255,218.68 114.16% 117.62% $177,827,132.99 $165,424,330.40 107.50% 109.81% 109.81% 100.00% -
Dec-11 $5,057,965,812.79 $4,498,486,924.69 112.44% 115.00% $117,493,458.62 $108,965,019.95 107.83% 108.08% 108.08% 100.00% -
Jan-12 $4,952,394,016.99 $4,607,527,899.62 107.48% 111.33% $118,830,531.14 $110,291,665.03 107.74% 107.66% 107.66% 100.00% -
Feb-12 $5,432,838,304.06 $4,965,242,341.12 109.42% 109.75% $143,225,183.18 $133,590,698.19 107.21% 107.57% 107.57% 100.00% -
Mar-12 $5,967,609,077.71 $5,468,813,019.14 109.12% 108.72% $149,194,728.19 $136,269,141.59 109.49% 108.18% 108.18% 100.00% -
Apr-12 $6,532,846,117.24 $5,845,850,252.25 111.75% 110.16% $177,210,247.42 $151,779,943.74 116.75% 111.38% 110.16% 100.00% -
May-12 $7,097,132,178.74 $6,246,408,932.48 113.62% 111.60% $175,525,857.74 $149,046,789.24 117.77% 114.83% 111.60% 100.00% -
Jun-12 $7,213,609,828.89 $6,287,097,328.56 114.74% 113.41% $187,875,731.77 $162,676,604.49 115.49% 116.64% 113.41% 100.00% -
Jul-12 $7,092,717,850.02 $6,667,867,507.90 106.37% 111.47% $174,841,161.15 $165,298,065.83 105.77% 112.83% 111.47% 100.00% -
Aug-12 $7,048,547,981.84 $6,805,808,773.04 103.57% 108.07% $176,194,839.22 $163,393,876.48 107.83% 109.68% 108.07% 100.00% -
Sep-12 $6,727,096,350.13 $6,595,239,429.97 102.00% 103.98% $191,692,422.16 $182,110,267.45 105.26% 106.25% 103.98% 100.00% -
Oct-12 $6,860,492,573.91 $6,781,021,586.65 101.17% 102.25% $149,844,503.93 $147,308,908.53 101.72% 105.06% 102.25% 100.00% -
Nov-12 $7,029,613,844.46 $6,859,418,056.81 102.48% 101.89% $195,775,126.94 $196,286,194.58 99.74% 102.21% 101.89% 100.00% -
Dec-12 $6,819,194,774.97 $6,854,526,996.43 99.48% 101.05% $188,839,035.16 $188,460,983.20 100.20% 100.45% 100.45% 100.00% -
Jan-13 $7,153,712,201.20 $7,130,645,975.19 100.32% 100.76% $209,254,725.15 $208,396,878.96 100.41% 100.12% 100.12% 100.00% -
Feb-13 $7,497,482,910.30 $7,409,315,168.06 101.19% 100.35% $238,139,853.49 $238,132,591.48 100.00% 100.20% 100.20% 100.00% -
Mar-13 $7,829,435,466.24 $7,656,272,179.74 102.26% 101.28% $255,497,845.40 $251,301,966.89 101.67% 100.73% 100.73% 100.00% -
Apr-13 $8,188,282,644.61 $8,008,919,476.63 102.24% 101.91% $338,833,562.03 $326,374,584.08 103.82% 102.04% 101.91% 100.00% -
II-F-2
Trailing
One- Three TTM
May-13 $8,460,549,825.88 $8,311,324,144.80 101.80% 102.09% $325,920,909.09 $319,158,410.70 102.12% 102.61% 102.09% 100.00% -
Jun-13 $8,633,797,557.35 $8,491,223,136.25 101.68% 101.90% $261,382,940.73 $261,161,686.84 100.08% 102.14% 101.90% 100.00% -
Jul-13 $8,802,871,304.74 $8,562,402,702.63 102.81% 102.10% $148,072,900.03 $146,117,955.92 101.34% 101.23% 101.23% 100.00% -
Aug-13 $8,679,898,231.75 $8,430,787,945.95 102.95% 102.48% $189,286,883.82 $185,550,266.37 102.01% 101.00% 101.00% 100.00% -
Sep-13 $8,502,440,456.26 $8,208,390,419.87 103.58% 103.11% $178,821,291.16 $176,082,113.72 101.56% 101.66% 101.66% 100.00% -
Oct-13 $8,083,425,533.70 $7,750,379,549.34 104.30% 103.59% $251,479,923.99 $253,429,081.10 99.23% 100.74% 100.74% 100.00% -
Nov-13 $7,806,183,144.10 $7,415,419,473.34 105.27% 104.35% $241,128,807.14 $255,400,156.67 94.41% 98.03% 98.03% 98.03% 1.97%
Dec-13 $7,521,500,434.74 $7,310,395,021.33 102.89% 104.16% $107,332,140.03 $111,820,477.80 95.99% 96.66% 96.66% 96.66% 3.34%
Jan-14 $7,347,519,105.11 $7,023,296,006.98 104.62% 104.26% $100,485,758.10 $109,547,199.61 91.73% 94.16% 94.16% 94.16% 5.84%
Feb-14 $7,246,278,371.28 $6,824,646,322.07 106.18% 104.52% $182,479,524.70 $177,116,574.25 103.03% 97.95% 97.95% 94.16% 5.84%
Mar-14 $7,132,197,040.25 $6,568,600,008.54 108.58% 106.41% $219,424,426.85 $210,737,616.74 104.12% 101.00% 101.00% 94.16% 5.84%
Apr-14 $7,123,591,787.09 $6,484,853,710.07 109.85% 108.17% $203,396,537.15 $190,472,561.03 106.79% 104.66% 104.66% 94.16% 5.84%
May-14 $7,104,486,321.25 $6,419,092,130.91 110.68% 109.69% $223,373,675.20 $202,902,829.80 110.09% 106.97% 106.97% 94.16% 5.84%
Jun-14 $7,213,029,460.11 $6,513,966,583.61 110.73% 110.42% $190,226,792.84 $174,000,524.22 109.33% 108.75% 108.75% 94.16% 5.84%
Jul-14 $7,257,480,530.18 $6,551,022,687.40 110.78% 110.73% $164,326,123.09 $150,963,215.71 108.85% 109.48% 109.48% 94.16% 5.84%
Aug-14 $7,185,442,775.60 $6,548,024,199.60 109.73% 110.42% $136,193,788.89 $127,768,674.82 106.59% 108.40% 108.40% 94.16% 5.84%
Sep-14 $6,816,663,577.77 $6,489,845,695.49 105.04% 108.53% $118,771,174.49 $113,476,966.74 104.67% 106.91% 106.91% 94.16% 5.84%
Oct-14 $6,256,355,417.68 $6,133,150,010.16 102.01% 105.67% $148,743,859.49 $145,541,192.11 102.20% 104.38% 104.38% 94.16% 5.84%
Nov-14 $5,899,993,153.59 $5,711,982,245.48 103.29% 103.48% $278,117,388.92 $281,684,159.50 98.73% 100.91% 100.91% 94.16% 5.84%
Dec-14 $5,457,458,519.13 $5,315,600,276.85 102.67% 102.64% $213,198,657.62 $213,585,666.44 99.82% 99.88% 99.88% 94.16% 5.84%
Jan-15 $5,303,843,730.36 $5,160,601,183.50 102.78% 102.92% $215,644,925.58 $203,698,565.63 105.86% 101.14% 101.14% 97.95% 2.05%
Feb-15 $5,460,709,719.95 $5,183,395,810.11 105.35% 103.59% $206,422,838.96 $187,091,626.24 110.33% 105.11% 103.59% 99.88% 0.12%
Mar-15 $5,553,424,232.06 $5,189,766,843.54 107.01% 105.05% $204,458,018.21 $182,402,827.87 112.09% 109.30% 105.05% 99.88% 0.12%
Apr-15 $5,605,238,575.22 $5,239,995,862.40 106.97% 106.44% $230,383,045.18 $201,952,187.44 114.08% 112.22% 106.44% 99.88% 0.12%
May-15 $5,417,321,811.26 $5,117,672,278.82 105.86% 106.62% $314,199,771.16 $272,432,312.23 115.33% 114.05% 106.62% 99.88% 0.12%
Jun-15 $5,378,470,664.73 $5,169,558,989.19 104.04% 105.63% $279,922,879.23 $246,995,589.86 113.33% 114.30% 105.63% 99.88% 0.12%
II-F-3
ANNEX II-G
Chrysler and Ford
Chrysler Ford
Total Number of Avg. Months In Avg. Economic Total Number of Avg. Months In Avg. Economic
Report Month Vehicles Service Dep. Rate Vehicles Service Dep. Rate
2012-07-31 75 14.36 1.78% 133 18.20 1.30%
2012-08-31 262 14.70 1.82% 449 18.47 1.47%
2012-09-30 476 15.46 1.79% 719 18.54 1.46%
2012-10-31 392 15.75 1.76% 572 18.56 1.45%
2012-11-30 852 16.10 1.95% 731 18.48 1.46%
2012-12-31 718 16.97 1.75% 750 18.16 1.35%
2012 2,775 15.99 1.83% 3,354 18.42 1.43%
2013-01-31 720 17.63 1.44% 1,050 17.49 1.31%
2013-02-28 1,226 19.03 1.37% 1,601 18.68 1.42%
2013-03-31 873 19.27 1.70% 1,352 20.29 1.41%
2013-04-30 1,360 18.14 1.54% 1,667 19.39 1.28%
2013-05-31 1,224 17.67 1.59% 1,699 19.22 1.32%
2013-06-30 1,379 17.79 1.64% 1,655 18.45 1.47%
2013-07-31 647 17.81 1.54% 580 18.68 1.34%
2013-08-31 918 17.34 1.51% 648 18.49 1.31%
2013-09-30 1,259 16.53 1.42% 483 17.15 1.27%
2013-10-31 952 16.93 1.50% 545 15.52 1.39%
2013-11-30 1,377 17.00 1.62% 1,144 18.01 1.54%
2013-12-31 1,369 18.14 1.58% 1,244 20.33 1.46%
2013 13,304 17.76 1.54% 13,668 18.78 1.39%
2014-01-31 752 18.36 1.51% 647 18.52 1.59%
2014-02-28 2,090 21.53 1.64% 1,456 22.18 1.51%
2014-03-31 2,980 22.75 1.93% 2,294 23.25 1.82%
2014-04-30 2,934 23.48 1.82% 2,244 24.22 1.67%
2014-05-31 2,908 24.84 1.71% 2,382 25.18 1.58%
2014-06-30 2,202 25.08 1.42% 1,874 25.28 1.34%
2014-07-31 2,376 26.00 1.39% 1,770 26.09 1.36%
2014-08-31 1,718 26.34 1.38% 1,275 25.05 1.41%
2014-09-30 1,040 27.05 1.36% 1,082 25.53 1.43%
2014-10-31 1,919 26.63 1.43% 1,496 26.82 1.49%
2014-11-30 4,410 27.87 1.58% 2,781 28.24 1.55%
2014-12-31 2,672 27.79 1.61% 1,813 28.69 1.57%
2014 28,001 25.23 1.60% 21,114 25.37 1.54%
2015-01-31 2,731 23.63 1.65% 1,854 28.13 1.56%
2015-02-28 2,453 25.05 1.49% 2,250 27.65 1.49%
2015-03-31 2,979 26.94 1.53% 2,423 28.79 1.41%
2015-04-30 3,287 26.53 1.50% 2,262 28.31 1.35%
2015-05-31 4,682 25.58 1.42% 2,610 27.55 1.32%
2015-06-30 4,189 27.11 1.50% 2,684 27.16 1.43%
2015 20,321 25.92 1.50% 14,083 27.90 1.42%
Total 64,401 23.51 1.57% 52,219 23.88 1.46%
II-G-1
GM and Nissan
GM Nissan
2012-07-31 132 18.60 1.95% 439 19.80 1.61%
2012-08-31 703 19.32 2.02% 1,875 20.11 1.67%
2012-09-30 1,249 19.11 2.00% 3,130 20.93 1.61%
2012-10-31 1,187 18.27 2.02% 2,888 20.87 1.65%
2012-11-30 1,383 17.88 2.01% 3,149 20.26 1.65%
2012-12-31 2,226 18.17 1.82% 3,252 21.74 1.55%
2012 6,880 18.43 1.95% 14,733 20.82 1.62%
2013-01-31 2,918 16.83 1.73% 4,414 21.73 1.52%
2013-02-28 2,742 19.76 1.80% 6,480 21.66 1.59%
2013-03-31 2,272 19.37 1.87% 3,284 20.45 1.48%
2013-04-30 3,522 19.14 1.82% 6,425 20.20 1.43%
2013-05-31 4,889 19.73 1.95% 4,512 20.39 1.38%
2013-06-30 6,436 20.04 1.97% 4,693 19.67 1.43%
2013-07-31 3,630 21.17 1.94% 2,097 19.44 1.36%
2013-08-31 3,882 21.55 1.85% 2,437 19.28 1.29%
2013-09-30 2,282 21.10 1.80% 3,397 17.57 1.15%
2013-10-31 2,062 19.71 1.86% 3,419 17.39 1.20%
2013-11-30 4,696 17.75 1.98% 4,092 17.39 1.29%
2013-12-31 7,082 17.71 2.08% 1,794 18.04 1.41%
2013 46,413 19.35 1.92% 47,044 19.73 1.41%
2014-01-31 2,919 19.42 2.07% 1,443 18.06 1.30%
2014-02-28 4,716 21.36 1.99% 2,646 20.90 1.44%
2014-03-31 4,727 21.47 1.93% 2,780 21.56 1.67%
2014-04-30 3,812 21.94 1.86% 2,538 22.40 1.41%
2014-05-31 3,906 23.21 1.70% 2,627 23.70 1.37%
2014-06-30 3,161 23.90 1.67% 2,143 24.29 1.23%
2014-07-31 3,569 25.83 2.09% 1,825 25.05 1.26%
2014-08-31 2,686 24.23 1.76% 1,598 24.83 1.26%
2014-09-30 2,051 24.52 1.77% 1,662 25.45 1.25%
2014-10-31 1,719 24.76 1.80% 2,213 25.68 1.34%
2014-11-30 5,124 25.58 1.90% 3,178 26.71 1.37%
2014-12-31 5,697 25.48 1.97% 2,009 26.71 1.42%
2014 44,087 23.48 1.89% 26,662 23.84 1.37%
2015-01-31 5,404 26.03 1.94% 2,163 26.56 1.41%
2015-02-28 3,545 26.58 1.87% 2,530 26.59 1.45%
2015-03-31 3,105 26.54 1.85% 2,681 26.24 1.49%
2015-04-30 3,624 26.36 1.79% 2,804 25.68 1.47%
2015-05-31 5,495 26.54 1.77% 3,276 25.33 1.39%
2015-06-30 5,425 26.78 1.83% 3,284 25.65 1.40%
2015 26,598 26.47 1.84% 16,738 25.95 1.43%
Total 123,978 22.29 1.90% 105,177 21.91 1.44%
II-G-2
Toyota and Other
Toyota Other
2012-07-31 427 20.40 1.20% 263 18.20 1.54%
2012-08-31 1,772 20.65 1.27% 948 18.54 1.64%
2012-09-30 2,643 21.01 1.28% 1,520 18.93 1.59%
2012-10-31 2,344 20.63 1.26% 1,420 19.37 1.60%
2012-11-30 2,664 20.61 1.29% 2,049 19.57 1.58%
2012-12-31 2,927 20.62 1.27% 1,522 19.11 1.53%
2012 12,777 20.70 1.27% 7,722 19.14 1.58%
2013-01-31 3,029 20.14 1.22% 1,255 18.23 1.52%
2013-02-28 3,769 19.62 1.22% 1,817 20.81 1.51%
2013-03-31 2,702 17.29 1.28% 2,099 21.15 1.55%
2013-04-30 4,985 18.08 1.18% 2,698 20.08 1.52%
2013-05-31 2,912 19.02 1.19% 2,249 20.51 1.49%
2013-06-30 2,043 19.41 1.21% 2,166 19.98 1.46%
2013-07-31 1,197 18.36 1.23% 1,199 19.64 1.39%
2013-08-31 1,931 18.10 1.21% 1,369 20.03 1.39%
2013-09-30 2,631 17.20 1.26% 1,494 17.99 1.41%
2013-10-31 2,292 17.23 1.28% 1,185 16.87 1.42%
2013-11-30 2,486 17.41 1.40% 1,751 16.85 1.49%
2013-12-31 1,430 18.51 1.42% 1,243 17.10 1.43%
2013 31,407 18.41 1.24% 20,525 19.36 1.48%
2014-01-31 1,163 18.59 1.36% 1,228 17.34 1.61%
2014-02-28 1,705 20.13 1.39% 2,059 19.89 1.67%
2014-03-31 1,836 20.98 1.38% 2,310 21.09 1.68%
2014-04-30 1,601 21.13 1.19% 2,177 21.22 1.55%
2014-05-31 1,535 21.51 1.16% 2,477 22.57 1.52%
2014-06-30 1,375 22.75 1.12% 2,409 23.30 1.39%
2014-07-31 1,370 22.03 1.18% 2,079 23.20 1.39%
2014-08-31 1,357 21.79 1.23% 1,796 23.50 1.45%
2014-09-30 1,414 22.51 1.24% 1,907 24.67 1.39%
2014-10-31 1,746 23.68 1.30% 2,768 25.19 1.42%
2014-11-30 2,635 23.90 1.31% 4,559 26.67 1.48%
2014-12-31 2,022 24.40 1.32% 2,857 26.23 1.48%
2014 19,759 22.16 1.27% 28,626 23.51 1.49%
2015-01-31 1,929 24.16 1.28% 3,251 27.21 1.46%
2015-02-28 2,209 24.91 1.28% 3,156 27.22 1.43%
2015-03-31 1,753 26.34 1.27% 3,436 28.41 1.41%
2015-04-30 2,220 25.06 1.33% 3,517 27.49 1.31%
2015-05-31 2,168 25.81 1.20% 4,317 27.16 1.30%
2015-06-30 1,936 25.18 1.29% 4,059 26.82 1.36%
2015 12,215 25.23 1.28% 21,736 27.37 1.37%
Total 76,158 20.86 1.27% 78,609 23.06 1.46%
II-G-3
Totals Across All Manufacturers
Total
Report
Total Number of Vehicles Avg. Months In Service Avg. Economic Dep. Rate
Month
2012-07-31 1,469 19.16 1.48%
2012-08-31 6,009 19.57 1.58%
2012-09-30 9,737 19.96 1.56%
2012-10-31 8,803 19.84 1.58%
2012-11-30 10,828 19.46 1.61%
2012-12-31 11,395 19.87 1.53%
2012 48,241 19.73 1.57%
2013-01-31 13,386 19.42 1.47%
2013-02-28 17,635 20.39 1.52%
2013-03-31 12,582 19.59 1.55%
2013-04-30 20,657 19.29 1.47%
2013-05-31 17,485 19.69 1.57%
2013-06-30 18,372 19.56 1.66%
2013-07-31 9,350 19.84 1.65%
2013-08-31 11,185 19.75 1.57%
2013-09-30 11,546 18.11 1.44%
2013-10-31 10,455 17.61 1.48%
2013-11-30 15,546 17.45 1.64%
2013-12-31 14,162 18.05 1.81%
2013 172,361 19.12 1.57%
2014-01-31 8,152 18.58 1.73%
2014-02-28 14,672 21.03 1.71%
2014-03-31 16,927 21.85 1.80%
2014-04-30 15,306 22.46 1.66%
2014-05-31 15,835 23.62 1.57%
2014-06-30 13,164 24.13 1.42%
2014-07-31 12,989 24.96 1.60%
2014-08-31 10,430 24.32 1.48%
2014-09-30 9,156 24.82 1.46%
2014-10-31 11,861 25.43 1.47%
2014-11-30 22,687 26.54 1.58%
2014-12-31 17,070 26.33 1.67%
2014 168,249 23.91 1.60%
2015-01-31 17,332 25.95 1.65%
2015-02-28 16,143 26.39 1.55%
2015-03-31 16,377 27.27 1.53%
2015-04-30 17,714 26.60 1.50%
2015-05-31 22,548 26.33 1.47%
2015-06-30 21,577 26.58 1.54%
2015 111,691 26.51 1.53%
Total 500,542 22.44 1.58%
II-G-4
ANNEX II-H
Chrysler
Chrysler
Total Number Avg. Months Avg. Economic Avg. Excess Avg. Excess Avg. Early Avg. Total
Report Month of Vehicles In Service Dep. Rate Mile Charge Damage Charge Term Charge Charges
2012-07-31 80 11.61 1.58% 0.33% 0.90% 0.01% 1.24%
2012-08-31 300 12.28 1.53% 0.27% 0.88% - 1.15%
2012-09-30 530 12.97 1.52% 0.24% 0.84% - 1.08%
2012-10-31 475 13.27 1.51% 0.17% 0.98% - 1.15%
2012-11-30 220 11.17 1.61% 0.10% 0.91% - 1.01%
2012-12-31 124 6.72 1.78% - 0.67% - 0.67%
2012 1,729 12.19 1.54% 0.19% 0.88% - 1.07%
2013-01-31 123 7.05 1.76% - 0.77% - 0.77%
2013-02-28 533 7.54 1.72% - 0.67% - 0.67%
2013-03-31 29 8.73 1.69% - 0.73% - 0.73%
2013-04-30 20 8.10 1.70% - 0.56% - 0.56%
2013-05-31 14 11.19 1.47% - 0.53% - 0.53%
2013-06-30 4 11.38 1.60% - 1.10% - 1.10%
2013-07-31 1 10.57 1.67% - - - -
2013-08-31 - - - - - - -
2013-09-30 - - - - - - -
2013-10-31 - - - - - - -
2013-11-30 - - - - - - -
2013-12-31 - - - - - - -
2013 724 7.61 1.72% - 0.69% - 0.69%
2014-01-31 - - - - - - -
2014-02-28 158 4.55 1.01% - 0.23% 0.03% 0.26%
2014-03-31 183 5.18 0.95% - 0.36% 0.02% 0.38%
2014-04-30 269 6.34 1.21% - 0.51% 0.05% 0.56%
2014-05-31 375 7.16 1.14% - 0.45% 0.02% 0.47%
2014-06-30 188 7.78 1.15% 0.02% 0.50% 0.10% 0.62%
2014-07-31 205 7.38 1.41% 0.07% 0.53% 0.06% 0.66%
2014-08-31 1,724 6.85 1.57% 0.03% 0.52% - 0.55%
2014-09-30 963 7.34 1.57% 0.08% 0.62% 0.01% 0.71%
2014-10-31 234 9.38 1.24% 0.75% 0.67% 0.36% 1.78%
2014-11-30 2,009 9.17 1.30% 0.21% 0.69% 0.34% 1.24%
2014-12-31 1,088 9.62 1.28% 0.27% 0.85% 0.25% 1.37%
2014 7,396 7.98 1.35% 0.14% 0.61% 0.15% 0.90%
2015-01-31 1,068 10.54 1.33% 0.29% 1.03% 0.07% 1.39%
2015-02-28 1,615 11.06 1.31% 0.14% 1.14% 0.05% 1.33%
2015-03-31 1,930 11.65 1.26% 0.14% 0.96% 0.04% 1.14%
2015-04-30 2,125 12.41 1.24% 0.18% 1.17% 0.04% 1.39%
2015-05-31 1,135 12.81 1.25% 0.10% 1.41% 0.04% 1.55%
2015-06-30 496 10.61 1.21% 0.07% 0.79% 0.51% 1.37%
2015 8,369 11.68 1.27% 0.16% 1.11% 0.07% 1.34%
Total 18,218 10.06 1.34% 0.15% 0.87% 0.09% 1.11%
II-H-1
Ford
Ford
2012-07-31 2 13.87 1.53% 0.81% 2.37% - 3.18%
2012-08-31 7 12.30 1.75% 0.98% 1.36% 0.60% 2.94%
2012-09-30 41 12.13 1.61% 0.18% 1.23% 0.99% 2.40%
2012-10-31 183 7.32 1.33% 0.05% 0.25% 1.87% 2.17%
2012-11-30 259 8.83 1.30% 0.01% 0.36% 0.23% 0.60%
2012-12-31 411 8.96 1.22% 0.02% 0.41% 0.08% 0.51%
2012 903 8.77 1.30% 0.04% 0.42% 0.53% 0.99%
2013-01-31 590 9.49 1.21% 0.02% 0.34% 0.05% 0.41%
2013-02-28 618 9.48 1.22% 0.04% 0.34% 0.08% 0.46%
2013-03-31 546 9.84 1.22% 0.02% 0.33% 0.06% 0.41%
2013-04-30 590 9.73 1.20% 0.03% 0.33% 0.03% 0.39%
2013-05-31 316 10.59 1.23% 0.07% 0.37% 0.05% 0.49%
2013-06-30 537 10.52 1.27% 0.04% 0.45% 0.12% 0.61%
2013-07-31 203 10.94 1.28% 0.05% 0.62% 0.13% 0.80%
2013-08-31 53 11.81 1.25% 0.13% 0.38% 0.39% 0.90%
2013-09-30 44 11.94 1.27% 0.12% 0.57% 1.08% 1.77%
2013-10-31 13 7.37 1.26% 0.22% 0.41% 3.74% 4.37%
2013-11-30 49 7.42 1.38% 0.05% 0.24% 2.13% 2.42%
2013-12-31 111 9.29 1.27% 0.17% 0.36% 0.82% 1.35%
2013 3,670 9.93 1.23% 0.04% 0.37% 0.16% 0.57%
2014-01-31 285 10.54 1.19% 0.06% 0.32% 0.08% 0.46%
2014-02-28 605 10.69 1.28% 0.11% 0.54% 0.13% 0.78%
2014-03-31 353 10.06 1.23% 0.07% 0.47% 0.14% 0.68%
2014-04-30 365 10.24 1.20% 0.12% 0.27% 0.06% 0.45%
2014-05-31 482 10.68 1.20% 0.07% 0.48% 0.02% 0.57%
2014-06-30 301 11.25 1.23% 0.16% 0.54% 0.03% 0.73%
2014-07-31 168 11.98 1.23% 0.35% 0.55% - 0.90%
2014-08-31 148 13.15 1.26% 0.32% 0.72% - 1.04%
2014-09-30 164 13.84 1.31% 0.37% 0.72% - 1.09%
2014-10-31 133 14.34 1.29% 0.49% 0.75% - 1.24%
2014-11-30 34 15.66 1.46% 0.95% 0.71% - 1.66%
2014-12-31 10 15.81 1.35% 2.10% 1.54% - 3.64%
2014 3,048 11.19 1.23% 0.16% 0.49% 0.07% 0.72%
2015-01-31 - - - - - - -
2015-02-28 - - - - - - -
2015-03-31 - - - - - - -
2015-04-30 - - - - - - -
2015-05-31 - - - - - - -
2015-06-30 - - - - - - -
2015 - - - - - - -
Total 7,621 10.30 1.24% 0.09% 0.43% 0.17% 0.69%
II-H-2
GM
GM
2012-07-31 229 7.27 1.78% 0.38% 0.33% 0.17% 0.88%
2012-08-31 847 7.10 1.92% 0.33% 0.33% 0.03% 0.69%
2012-09-30 3,662 6.97 1.99% 0.18% 0.33% 0.02% 0.53%
2012-10-31 7,822 6.54 1.98% 0.05% 0.36% 0.04% 0.45%
2012-11-30 5,026 5.76 1.96% 0.04% 0.43% 0.03% 0.50%
2012-12-31 7,073 5.27 1.99% 0.01% 0.28% 0.04% 0.33%
2012 24,659 6.11 1.98% 0.07% 0.35% 0.03% 0.45%
2013-01-31 3,645 5.48 1.96% 0.04% 0.29% 0.06% 0.39%
2013-02-28 2,832 5.54 1.95% 0.01% 0.23% 0.01% 0.25%
2013-03-31 1,299 5.60 1.94% - 0.26% - 0.26%
2013-04-30 196 6.69 1.88% 0.07% 0.31% - 0.38%
2013-05-31 43 8.45 1.83% 0.40% 0.39% - 0.79%
2013-06-30 14 8.67 1.82% 0.60% 0.56% - 1.16%
2013-07-31 23 5.39 1.70% - 0.32% 1.69% 2.01%
2013-08-31 3 8.43 2.11% - 0.90% 0.63% 1.53%
2013-09-30 480 5.40 1.66% 0.05% 0.29% 0.01% 0.35%
2013-10-31 2,322 5.62 1.60% 0.01% 0.26% 0.01% 0.28%
2013-11-30 1,526 6.27 1.58% 0.02% 0.26% 0.04% 0.32%
2013-12-31 828 6.06 1.56% 0.04% 0.26% 0.04% 0.34%
2013 13,211 5.68 1.79% 0.02% 0.27% 0.03% 0.32%
2014-01-31 443 6.48 1.49% 0.15% 0.24% 0.07% 0.46%
2014-02-28 487 9.10 1.01% 0.21% 0.38% 0.15% 0.74%
2014-03-31 693 6.05 1.01% 0.14% 0.22% 0.22% 0.58%
2014-04-30 2,629 6.30 0.97% 0.10% 0.28% 0.04% 0.42%
2014-05-31 4,082 6.67 0.93% 0.10% 0.28% 0.02% 0.40%
2014-06-30 4,040 7.07 0.91% 0.10% 0.34% 0.08% 0.52%
2014-07-31 4,677 7.09 0.91% 0.10% 0.35% 0.15% 0.60%
2014-08-31 1,635 8.76 0.94% 0.61% 0.51% 0.07% 1.19%
2014-09-30 3,053 10.58 0.98% 0.67% 0.59% 0.02% 1.28%
2014-10-31 7,282 9.62 0.91% 0.44% 0.51% 0.01% 0.96%
2014-11-30 5,153 8.69 0.86% 0.55% 0.47% 0.02% 1.04%
2014-12-31 7,361 8.25 0.87% 0.32% 0.42% 0.02% 0.76%
2014 41,535 8.17 0.92% 0.32% 0.41% 0.05% 0.78%
2015-01-31 7,009 8.88 0.88% 0.21% 0.42% - 0.63%
2015-02-28 7,403 9.83 0.88% 0.20% 0.44% 0.01% 0.65%
2015-03-31 2,629 10.43 0.88% 0.33% 0.55% 0.02% 0.90%
2015-04-30 1,791 10.32 0.92% 0.23% 0.56% 0.03% 0.82%
2015-05-31 4,879 7.88 0.99% 0.08% 0.33% 0.03% 0.44%
2015-06-30 8,087 6.47 1.12% 0.03% 0.28% 0.28% 0.59%
2015 31,798 8.55 0.95% 0.16% 0.40% 0.07% 0.63%
Total 111,203 7.52 1.20% 0.18% 0.38% 0.05% 0.61%
II-H-3
Nissan
Nissan
2012-07-31 20 11.41 2.09% 0.16% 0.85% 0.46% 1.47%
2012-08-31 51 11.22 1.80% 0.49% 0.85% 0.31% 1.65%
2012-09-30 58 11.39 2.01% 0.26% 0.73% 0.62% 1.61%
2012-10-31 46 8.96 1.30% - 0.24% 0.07% 0.31%
2012-11-30 118 9.60 1.50% - 0.22% 0.25% 0.47%
2012-12-31 97 9.10 1.26% - 0.32% - 0.32%
2012 390 9.97 1.54% 0.09% 0.40% 0.22% 0.71%
2013-01-31 87 9.09 1.28% 0.03% 0.44% - 0.47%
2013-02-28 24 10.17 1.28% - 0.39% - 0.39%
2013-03-31 7 10.91 1.27% - 0.21% - 0.21%
2013-04-30 9 9.77 1.30% - 0.72% - 0.72%
2013-05-31 - - - - - - -
2013-06-30 - - - - - - -
2013-07-31 - - - - - - -
2013-08-31 - - - - - - -
2013-09-30 - - - - - - -
2013-10-31 - - - - - - -
2013-11-30 - - - - - - -
2013-12-31 - - - - - - -
2013 127 9.44 1.28% 0.02% 0.44% - 0.46%
2014-01-31 - - - - - - -
2014-02-28 - - - - - - -
2014-03-31 - - - - - - -
2014-04-30 - - - - - - -
2014-05-31 - - - - - - -
2014-06-30 - - - - - - -
2014-07-31 - - - - - - -
2014-08-31 - - - - - - -
2014-09-30 - - - - - - -
2014-10-31 - - - - - - -
2014-11-30 - - - - - - -
2014-12-31 - - - - - - -
2014 - - - - - - -
2015-01-31 - - - - - - -
2015-02-28 - - - - - - -
2015-03-31 - - - - - - -
2015-04-30 - - - - - - -
2015-05-31 - - - - - - -
2015-06-30 - - - - - - -
2015 - - - - - - -
Total 517 9.84 1.47% 0.07% 0.41% 0.16% 0.64%
II-H-4
Toyota
Toyota
2012-07-31 22 15.66 1.38% - 0.48% - 0.48%
2012-08-31 170 11.07 1.36% - 0.80% 0.01% 0.81%
2012-09-30 547 13.15 1.36% 0.02% 1.90% 0.01% 1.93%
2012-10-31 774 13.97 1.35% 0.05% 1.61% 0.03% 1.69%
2012-11-30 1,343 12.63 1.33% 0.09% 1.52% 0.03% 1.64%
2012-12-31 1,136 10.08 1.27% 0.19% 0.90% 0.05% 1.14%
2012 3,992 12.18 1.32% 0.10% 1.37% 0.03% 1.50%
2013-01-31 1,258 11.61 1.25% 0.07% 1.08% 0.01% 1.16%
2013-02-28 1,588 11.60 1.31% 0.05% 0.89% 0.01% 0.95%
2013-03-31 1,076 11.31 1.27% 0.06% 0.66% - 0.72%
2013-04-30 512 11.69 1.23% 0.05% 0.99% - 1.04%
2013-05-31 480 11.84 1.23% 0.03% 1.03% 0.01% 1.07%
2013-06-30 166 12.81 1.24% 0.11% 0.90% - 1.01%
2013-07-31 47 14.12 1.25% 0.06% 1.03% - 1.09%
2013-08-31 14 14.39 1.25% 0.09% 0.61% - 0.70%
2013-09-30 4 15.86 1.39% 1.10% - - 1.10%
2013-10-31 5 17.14 1.31% 0.43% - - 0.43%
2013-11-30 2 15.47 1.25% - 0.71% - 0.71%
2013-12-31 2 14.98 1.31% - 0.41% - 0.41%
2013 5,154 11.65 1.27% 0.06% 0.91% 0.01% 0.98%
2014-01-31 - - - - - - -
2014-02-28 - - - - - - -
2014-03-31 1 24.63 0.61% - 0.01% - 0.01%
2014-04-30 - - - - - - -
2014-05-31 - - - - - - -
2014-06-30 - - - - - - -
2014-07-31 - - - - - - -
2014-08-31 - - - - - - -
2014-09-30 - - - - - - -
2014-10-31 2 4.38 1.85% - 1.10% 1.12% 2.22%
2014-11-30 1 6.03 1.18% - - 0.29% 0.29%
2014-12-31 316 6.34 1.19% - 0.71% 0.10% 0.81%
2014 320 6.39 1.19% - 0.70% 0.11% 0.81%
2015-01-31 1,147 6.68 1.19% - 0.67% 0.07% 0.74%
2015-02-28 1,060 7.64 1.19% - 0.96% - 0.96%
2015-03-31 552 8.45 1.17% - 0.95% - 0.95%
2015-04-30 147 9.39 1.21% 0.03% 1.18% - 1.21%
2015-05-31 1,066 10.39 1.22% - 1.51% - 1.51%
2015-06-30 960 10.98 1.22% - 1.77% - 1.77%
2015 4,932 8.81 1.20% - 1.18% 0.02% 1.20%
Total 14,398 10.71 1.26% 0.05% 1.12% 0.02% 1.19%
II-H-5
Other
Other
2012-07-31 11 6.73 1.75% - 0.64% 0.22% 0.86%
2012-08-31 14 4.63 1.21% 0.14% 0.38% 0.03% 0.55%
2012-09-30 135 6.90 1.36% 0.01% 0.31% 0.04% 0.36%
2012-10-31 474 7.14 1.52% 0.01% 0.43% - 0.44%
2012-11-30 1,454 6.98 1.48% 0.01% 0.41% - 0.42%
2012-12-31 1,333 6.62 1.52% 0.02% 0.36% - 0.38%
2012 3,421 6.85 1.50% 0.01% 0.39% 0.01% 0.41%
2013-01-31 1,151 6.86 1.70% 0.01% 0.32% 0.01% 0.34%
2013-02-28 384 7.90 1.51% 0.04% 0.33% - 0.37%
2013-03-31 122 9.31 1.65% 0.06% 0.38% - 0.44%
2013-04-30 442 8.88 2.04% 0.01% 0.36% - 0.37%
2013-05-31 283 5.84 1.84% 0.01% 0.37% - 0.38%
2013-06-30 386 4.66 1.27% - 0.42% 0.05% 0.47%
2013-07-31 266 4.73 1.21% - 0.39% 0.02% 0.41%
2013-08-31 306 4.71 1.19% - 0.45% - 0.45%
2013-09-30 273 5.39 1.17% - 0.49% 0.03% 0.52%
2013-10-31 256 5.37 1.17% - 0.38% 0.01% 0.39%
2013-11-30 1,510 4.80 1.18% - 0.30% 0.02% 0.32%
2013-12-31 438 5.23 1.21% - 0.49% - 0.49%
2013 5,817 5.94 1.57% 0.01% 0.36% 0.01% 0.38%
2014-01-31 164 6.48 1.12% - 0.53% - 0.53%
2014-02-28 52 7.62 1.14% - 0.61% - 0.61%
2014-03-31 22 9.39 1.11% 0.01% 0.62% - 0.63%
2014-04-30 5 9.39 1.09% - 0.22% - 0.22%
2014-05-31 52 4.69 1.10% 0.01% 0.31% 0.10% 0.42%
2014-06-30 87 4.33 1.19% - 0.44% 0.11% 0.55%
2014-07-31 142 4.99 1.10% - 0.44% 0.19% 0.63%
2014-08-31 115 5.68 1.10% - 0.10% 0.15% 0.25%
2014-09-30 27 6.45 1.09% 0.04% 0.23% 0.06% 0.33%
2014-10-31 177 7.90 1.01% 0.06% 0.56% 0.03% 0.65%
2014-11-30 447 8.11 1.07% 0.05% 0.54% 0.14% 0.73%
2014-12-31 517 8.75 1.04% 0.09% 0.66% 0.03% 0.78%
2014 1,807 7.42 1.07% 0.05% 0.53% 0.08% 0.66%
2015-01-31 362 9.49 1.06% 0.05% 0.56% - 0.61%
2015-02-28 453 10.24 1.09% 0.02% 0.62% - 0.64%
2015-03-31 294 11.34 1.08% 0.09% 0.89% - 0.98%
2015-04-30 233 12.23 1.08% 0.04% 1.23% - 1.27%
2015-05-31 124 11.29 1.10% - 0.97% 0.03% 1.00%
2015-06-30 57 11.01 1.04% 0.06% 0.65% - 0.71%
2015 1,523 10.69 1.07% 0.04% 0.76% 0.01% 0.81%
Total 12,568 6.97 1.37% 0.02% 0.44% 0.02% 0.48%
II-H-6
Total
Total
2012-07-31 364 8.98 1.65% 0.33% 0.49% 0.15% 0.97%
2012-08-31 1,389 8.86 1.69% 0.30% 0.51% 0.04% 0.84%
2012-09-30 4,973 8.38 1.77% 0.17% 0.53% 0.03% 0.73%
2012-10-31 9,774 7.51 1.79% 0.05% 0.46% 0.07% 0.58%
2012-11-30 8,420 7.36 1.64% 0.04% 0.56% 0.03% 0.64%
2012-12-31 10,174 6.19 1.73% 0.03% 0.35% 0.04% 0.41%
2012 35,094 7.28 1.73% 0.07% 0.47% 0.05% 0.59%
2013-01-31 6,854 7.26 1.59% 0.04% 0.42% 0.04% 0.49%
2013-02-28 5,979 7.90 1.53% 0.02% 0.43% 0.02% 0.47%
2013-03-31 3,079 8.54 1.44% 0.02% 0.40% 0.01% 0.43%
2013-04-30 1,769 9.73 1.50% 0.03% 0.48% 0.01% 0.52%
2013-05-31 1,136 9.86 1.33% 0.06% 0.61% 0.02% 0.69%
2013-06-30 1,107 8.80 1.27% 0.04% 0.50% 0.08% 0.62%
2013-07-31 540 7.92 1.25% 0.02% 0.52% 0.15% 0.70%
2013-08-31 376 6.10 1.23% 0.02% 0.45% 0.07% 0.53%
2013-09-30 801 5.81 1.48% 0.05% 0.35% 0.06% 0.46%
2013-10-31 2,596 5.62 1.57% 0.01% 0.27% 0.02% 0.30%
2013-11-30 3,087 5.57 1.48% 0.01% 0.28% 0.07% 0.36%
2013-12-31 1,379 6.07 1.46% 0.04% 0.32% 0.09% 0.46%
2013 28,703 7.41 1.48% 0.03% 0.39% 0.04% 0.46%
2014-01-31 892 7.78 1.31% 0.11% 0.30% 0.07% 0.47%
2014-02-28 1,302 9.23 1.15% 0.13% 0.44% 0.12% 0.69%
2014-03-31 1,252 7.13 1.09% 0.10% 0.32% 0.16% 0.58%
2014-04-30 3,268 6.75 1.02% 0.09% 0.30% 0.04% 0.43%
2014-05-31 4,991 7.07 0.99% 0.09% 0.31% 0.02% 0.42%
2014-06-30 4,616 7.32 0.95% 0.10% 0.36% 0.08% 0.54%
2014-07-31 5,192 7.21 0.95% 0.10% 0.36% 0.14% 0.61%
2014-08-31 3,622 7.93 1.21% 0.33% 0.51% 0.04% 0.87%
2014-09-30 4,207 9.94 1.09% 0.54% 0.59% 0.02% 1.16%
2014-10-31 7,828 9.65 0.93% 0.44% 0.52% 0.02% 0.99%
2014-11-30 7,644 8.81 0.98% 0.45% 0.53% 0.10% 1.08%
2014-12-31 9,292 8.38 0.94% 0.30% 0.48% 0.04% 0.82%
2014 54,106 8.28 1.00% 0.28% 0.45% 0.06% 0.79%
2015-01-31 9,586 8.83 0.96% 0.19% 0.51% 0.02% 0.72%
2015-02-28 10,531 9.82 0.98% 0.17% 0.58% 0.02% 0.77%
2015-03-31 5,405 10.71 1.04% 0.23% 0.73% 0.02% 0.98%
2015-04-30 4,296 11.42 1.09% 0.19% 0.89% 0.03% 1.11%
2015-05-31 7,204 9.09 1.06% 0.07% 0.63% 0.03% 0.73%
2015-06-30 9,600 7.16 1.13% 0.03% 0.44% 0.27% 0.74%
2015 46,622 9.21 1.04% 0.14% 0.59% 0.07% 0.80%
Total 164,525 8.18 1.22% 0.15% 0.48% 0.06% 0.0075
II-H-7
ANNEX II-I
Historical Casualty and Recovery Experience
Theft and Salvage Casualty Break Down
Month Number Agg. NBV Number Agg. NBV of Number of Gross Agg. Number Agg. NBV of Agg. NBV of # Salvage
of Theft of Theft of Salvage Total NBV of of Total Total Vehicles Total Casualties
Casual- Casualties Salvage Casualties Casualties Total Vehicles Casualties / Monetized
ties Casual- Casualties Agg. NBV of
ties Total Vehicles
Jul 31, 2012 10 189,736 395 6,896,315 405 7,086,051 473,806 8,586,584,376 0.08% 403
Aug 31, 2012 53 1,158,286 790 13,745,998 843 14,904,284 479,689 8,734,288,553 0.17% 828
Sep 30, 2012 48 1,081,264 982 18,183,037 1,030 19,264,302 466,317 8,437,735,170 0.23% 1,013
Oct 31, 2012 56 1,208,821 1,269 26,514,376 1,325 27,723,198 446,920 7,935,291,604 0.35% 1,302
Nov 30, 2012 39 807,182 1,146 24,757,933 1,185 25,565,115 444,697 7,888,175,177 0.32% 1,170
Dec 31, 2012 63 1,260,161 1,113 18,891,133 1,176 20,151,294 430,626 7,559,230,500 0.27% 1,154
Jan 31, 2013 82 1,820,429 838 13,766,926 920 15,587,355 423,262 7,421,579,164 0.21% 871
Feb 28, 2013 60 1,089,469 916 15,139,145 976 16,228,613 432,002 7,533,421,217 0.22% 960
Mar 31, 2013 52 1,018,117 657 10,930,574 709 11,948,691 447,774 7,848,167,454 0.15% 685
Apr 30, 2013 45 865,645 882 14,689,772 927 15,555,417 458,897 8,153,856,206 0.19% 906
May 31, 2013 51 854,152 620 10,737,959 671 11,592,111 477,591 8,672,327,544 0.13% 644
Jun 30, 2013 41 772,236 863 15,204,469 904 15,976,705 487,267 8,878,474,785 0.18% 877
Jul 31, 2013 48 864,638 864 15,375,746 912 16,240,384 501,149 9,093,245,458 0.18% 883
Aug 31, 2013 47 813,784 1,063 18,764,003 1,110 19,577,786 503,609 9,077,864,251 0.22% 1,079
Sep 30, 2013 43 833,363 887 15,625,510 930 16,458,874 495,090 8,808,992,121 0.19% 877
Oct 31, 2013 60 1,130,924 901 15,868,742 961 16,999,666 488,376 8,673,594,938 0.20% 911
Nov 30, 2013 56 1,207,152 1,028 17,999,399 1,084 19,206,552 475,105 8,395,999,973 0.23% 1,014
Dec 31, 2013 66 1,259,381 777 13,461,914 843 14,721,295 472,275 8,172,874,277 0.18% 784
Jan 31, 2014 93 1,937,120 1,097 17,942,338 1,190 19,879,458 474,815 8,173,034,111 0.24% 1,086
Feb 28, 2014 101 2,048,933 1,498 23,957,522 1,599 26,006,455 474,358 8,090,597,706 0.32% 1,480
Mar 31, 2014 68 1,304,032 1,195 19,370,743 1,263 20,674,774 476,169 7,946,432,867 0.26% 1,177
Apr 30, 2014 84 1,806,613 1,314 21,003,366 1,398 22,809,979 483,702 7,949,403,878 0.29% 1,273
May 31, 2014 89 1,971,538 1,176 18,455,421 1,265 20,426,959 480,999 8,343,937,072 0.24% 1,143
Jun 30, 2014 84 1,701,109 1,060 17,313,125 1,144 19,014,234 491,881 8,499,856,634 0.22% 1,045
Jul 31, 2014 78 1,481,486 1,351 22,096,354 1,429 23,577,839 498,648 8,595,645,575 0.27% 1,319
Aug 31, 2014 57 1,381,301 1,389 21,998,010 1,446 23,379,311 502,333 8,558,615,966 0.27% 1,315
Sep 30, 2014 53 1,144,829 3,808 56,722,264 3,861 57,867,094 496,151 8,435,786,802 0.69% 3,461
Oct 31, 2014 59 1,510,664 2,157 32,374,429 2,216 33,885,093 485,963 8,201,990,862 0.41% 2,023
Nov 30, 2014 57 1,374,278 2,030 30,670,082 2,087 32,044,360 472,921 7,973,249,280 0.40% 1,891
Dec 31, 2014 62 1,379,694 2,309 32,594,395 2,371 33,974,090 463,934 7,685,920,148 0.44% 2,099
Jan 31, 2015 64 1,462,217 1,739 25,205,136 1,803 26,667,353 467,384 7,714,909,502 0.35% 1,446
Feb 28, 2015 26 631,687 1,892 27,029,105 1,918 27,660,792 458,164 7,544,784,161 0.37% 1,563
Mar 31, 2015 27 474,342 1,953 26,936,518 1,980 27,410,860 463,210 7,798,391,526 0.35% 1,539
Apr 30, 2015 42 785,955 2,114 30,356,627 2,156 31,142,582 490,895 8,557,564,442 0.36% 1,563
May 31, 2015 35 611,970 2,873 38,645,251 2,908 39,257,221 491,027 8,737,120,543 0.45% 2,183
Jun 30, 2015 51 940,706 2,426 33,083,047 2,477 34,023,754 490,243 8,917,043,459 0.38% 1,308
II-I-1
Casualty Totals (Theft and Salvage together)
Month Agg. Disp. Recover % Theft as % of Theft as % of Salvage as Salvage as % Casualty as %

Proceeds Casualties NBV % of of NBV of Total VINs in
Casualties Casualties Casualties the Pool
Jul 31, 2012 2,889,454 40.78% 2.47% 2.68% 97.53% 97.32% 0.09%
Aug 31, 2012 6,219,485 41.73% 6.29% 7.77% 93.71% 92.23% 0.18%
Sep 30, 2012 7,295,573 37.87% 4.66% 5.61% 95.34% 94.39% 0.22%
Oct 31, 2012 10,489,727 37.84% 4.23% 4.36% 95.77% 95.64% 0.30%
Nov 30, 2012 10,203,889 39.91% 3.29% 3.16% 96.71% 96.84% 0.27%
Dec 31, 2012 7,552,562 37.48% 5.36% 6.25% 94.64% 93.75% 0.27%
Jan 31, 2013 5,722,959 36.72% 8.91% 11.68% 91.09% 88.32% 0.22%
Feb 28, 2013 6,621,845 40.80% 6.15% 6.71% 93.85% 93.29% 0.23%
Mar 31, 2013 4,784,322 40.04% 7.33% 8.52% 92.67% 91.48% 0.16%
Apr 30, 2013 6,746,441 43.37% 4.85% 5.56% 95.15% 94.44% 0.20%
May 31, 2013 4,658,572 40.19% 7.60% 7.37% 92.40% 92.63% 0.14%
Jun 30, 2013 6,073,964 38.02% 4.54% 4.83% 95.46% 95.17% 0.19%
Jul 31, 2013 6,222,164 38.31% 5.26% 5.32% 94.74% 94.68% 0.18%
Aug 31, 2013 7,762,953 39.65% 4.23% 4.16% 95.77% 95.84% 0.22%
Sep 30, 2013 6,025,406 36.61% 4.62% 5.06% 95.38% 94.94% 0.19%
Oct 31, 2013 6,374,982 37.50% 6.24% 6.65% 93.76% 93.35% 0.20%
Nov 30, 2013 7,463,756 38.86% 5.17% 6.29% 94.83% 93.71% 0.23%
Dec 31, 2013 5,393,250 36.64% 7.83% 8.55% 92.17% 91.45% 0.18%
Jan 31, 2014 7,157,235 36.00% 7.82% 9.74% 92.18% 90.26% 0.25%
Feb 28, 2014 10,800,131 41.53% 6.32% 7.88% 93.68% 92.12% 0.34%
Mar 31, 2014 8,203,270 39.68% 5.38% 6.31% 94.62% 93.69% 0.27%
Apr 30, 2014 8,890,010 38.97% 6.01% 7.92% 93.99% 92.08% 0.29%
May 31, 2014 7,922,386 38.78% 7.04% 9.65% 92.96% 90.35% 0.26%
Jun 30, 2014 6,994,982 36.79% 7.34% 8.95% 92.66% 91.05% 0.23%
Jul 31, 2014 8,812,212 37.37% 5.46% 6.28% 94.54% 93.72% 0.29%
Aug 31, 2014 8,696,775 37.20% 3.94% 5.91% 96.06% 94.09% 0.29%
Sep 30, 2014 30,824,807 53.27% 1.37% 1.98% 98.63% 98.02% 0.78%
Oct 31, 2014 15,231,373 44.95% 2.66% 4.46% 97.34% 95.54% 0.46%
Nov 30, 2014 14,518,082 45.31% 2.73% 4.29% 97.27% 95.71% 0.44%
Dec 31, 2014 18,048,685 53.12% 2.61% 4.06% 97.39% 95.94% 0.51%
Jan 31, 2015 10,796,447 40.49% 3.55% 5.48% 96.45% 94.52% 0.39%
Feb 28, 2015 12,137,027 43.88% 1.36% 2.28% 98.64% 97.72% 0.42%
Mar 31, 2015 12,296,910 44.86% 1.36% 1.73% 98.64% 98.27% 0.43%
Apr 30, 2015 12,564,758 40.35% 1.95% 2.52% 98.05% 97.48% 0.44%
May 31, 2015 21,964,180 55.95% 1.20% 1.56% 98.80% 98.44% 0.59%
Jun 30, 2015 12,308,864 36.18% 2.06% 2.76% 97.94% 97.24% 0.51%
II-I-2
ANNEX II-J
Avg. Age in Months Non-Program Avg. Age in Months Program Vehicles Avg. Age in Months Total Vehicles
Vehicles
Jul 31, 2009 11.89 4.12 10.30
Aug 31, 2009 12.39 5.81 10.63
Sep 30, 2009 12.17 6.40 10.62
Oct 31, 2009 11.60 6.51 10.22
Nov 30, 2009 11.37 6.07 10.01
Dec 31, 2009 10.87 5.60 9.58
Jan 31, 2010 10.85 5.48 9.63
Feb 28, 2010 10.31 5.21 9.13
Mar 31, 2010 9.64 4.64 8.45
Apr 30, 2010 9.51 4.17 8.22
May 31, 2010 9.50 3.73 7.99
Jun 30, 2010 9.40 3.72 7.76
Jul 31, 2010 9.59 4.05 7.88
Aug 31, 2010 9.80 4.59 8.18
Sep 30, 2010 10.25 5.10 8.82
Oct 31, 2010 10.40 5.53 9.16
Nov 30, 2010 10.77 6.09 9.70
Dec 31, 2010 11.23 6.60 10.24
Jan 31, 2011 11.23 6.44 10.35
Feb 28, 2011 11.04 6.41 10.23
Mar 31, 2011 10.77 6.20 9.99
Apr 30, 2011 10.67 4.73 9.54
May 31, 2011 10.95 3.68 9.46
Jun 30, 2011 11.21 3.58 9.34
Jul 31, 2011 11.55 3.91 9.47
Aug 31, 2011 11.62 4.36 9.67
Sep 30, 2011 11.78 4.74 10.01
Oct 31, 2011 11.88 5.14 10.33
Nov 30, 2011 12.10 5.65 10.79
Dec 31, 2011 12.11 6.38 11.19
Jan 31, 2012 11.57 6.43 10.80
Feb 29, 2012 10.84 6.45 10.29
Mar 31, 2012 10.35 6.22 9.84
Apr 30, 2012 9.94 5.23 9.34
May 31, 2012 9.87 4.92 9.21
Jun 30, 2012 9.81 4.46 9.06
Jul 31, 2012 9.95 4.91 9.22
Aug 31, 2012 10.33 5.45 9.62
Sep 30, 2012 10.86 6.01 10.27
Oct 31, 2012 10.89 6.68 10.47
Nov 30, 2012 11.08 7.85 10.86
II-J-1
Avg. Age in Months Non-Program Avg. Age in Months Program Vehicles Avg. Age in Months Total Vehicles
Vehicles
Dec 31, 2012 11.28 7.14 11.12
Jan 31, 2013 10.98 6.62 10.87
Feb 28, 2013 10.61 5.44 10.50
Mar 31, 2013 10.27 3.74 10.10
Apr 30, 2013 9.74 3.12 9.55
May 31, 2013 9.69 3.14 9.50
Jun 30, 2013 9.93 3.36 9.73
Jul 31, 2013 10.28 3.95 10.08
Aug 31, 2013 11.03 4.31 10.82
Sep 30, 2013 11.55 2.88 11.14
Oct 31, 2013 12.19 2.35 11.56
Nov 30, 2013 12.93 2.90 12.27
Dec 31, 2013 13.72 3.31 12.97
Jan 31, 2014 14.32 3.14 13.24
Feb 28, 2014 14.69 3.10 13.25
Mar 31, 2014 15.01 3.30 13.36
Apr 30, 2014 15.21 3.67 13.55
May 31, 2014 15.26 3.88 13.51
Jun 30, 2014 15.13 4.18 13.39
Jul 31, 2014 15.34 4.90 13.73
Aug 31, 2014 15.84 5.66 14.34
Sep 30, 2014 16.25 5.67 14.68
Oct 31, 2014 16.51 5.24 14.67
Nov 30, 2014 16.78 4.77 14.62
Dec 31, 2014 16.97 4.13 14.28
Jan 31, 2015 16.51 4.13 13.96
Feb 28, 2015 16.02 4.07 13.38
Mar 31, 2015 15.10 3.84 12.28
Apr 30, 2015 14.46 3.89 11.56
May 31, 2015 13.55 4.18 10.81
Jun 30, 2015 12.38 4.53 9.92
II-J-2
ANNEX III
ISSUER’S OTHER SERIES OF NOTES OUTSTANDING AS OF THE SERIES 2015-3 CLOSING DATE
Series Aggregate Maximum Expected Final Legal Final Group

Outstanding Aggregate Payment Date Payment
Principal Principal Date
Amount as of Amount
June 30, 2015
Series 2013-A $1,373,581,137 $1,825,000,000 October 31, One year Group I

Notes 2016 anniversary of
expected final
(floating rate (subject to payment date
variable extension)
funding notes)
Series 2014-A $2,446,118,863 $3,250,000,000 October 31, One year Group I

expected final
variable extension)
funding notes)
Series 2015-1 $780,000,000 $780,000,000 March 25, 2020 March 25, Group I
Notes 2021
(fixed rate
medium term
notes)
Series 2013-B $1,400,000,000 $1,500,000,000 October 31, One year Group II

expected final
variable extension)
funding notes)
The Series 2013-A Notes, Series 2013-B Notes and Series 2014-A are held by various financial
institutions and multi-seller commercial paper conduits sponsored by such financial institutions, and bear
interest at a variable rate based generally on the funding costs of the financial institutions and/or the
multi-seller commercial paper conduits sponsored by such financial institutions or one-month LIBOR.
ANNEX IV
SERIES OF NOTES TO BE ISSUED BY ISSUER ON THE SERIES 2015-3 CLOSING DATE
Series Initial Aggregate Expected Final Legal Final Payment Group

Outstanding Payment Date Date
Principal Amount
Series 2015-2 $265,111,000 September 25, 2018 September 25, 2019 Group I
Notes
(fixed rate
medium term
notes)
Series 2015-3 $371,156,000 September 25, 2020 September 27, 2021 Group I
Notes
(fixed rate
medium term
notes)
ANNEX V
HVF’S SERIES OF NOTES OUTSTANDING AS OF THE SERIES 2015-3 CLOSING DATE
Series Aggregate Maximum Expected Final Legal Final

Outstanding Aggregate Payment Date Payment Date
Principal Amount Principal Amount
as of June 30, 2015
Series 2013-G1 $4,712,923,034 $15,000,000,000 N/A November 25,

Note 2044
(subject to
(floating rate modification as
variable funding described further
note, which herein)
secures the Group
I Notes)
Series 2010-1 $490,280,000(1) N/A February 25, 2016 One year

Notes, Class A-2, (Class A-2 and anniversary of
Class B-2, Class Class B-2) expected final
A-3 and Class B-3 payment date
February 25, 2018
(fixed rate (Class A-3 and
medium term Class B-3)
notes)
Series 2011-1 $230,000,000 N/A March 25, 2015 One year

March 25, 2017
notes)
Series 2013-1 $950,000,000 N/A August 25, 2016 One year

August 25, 2018
notes)
(1)
A controlled amortization payment in the amount of $62,486,666.66 was paid in respect of two classes
of Series 2010-1 Notes on September 25, 2015.
INDEX OF DEFINED TERMS
144A Global Note, 215 Class A/B/C/D Downgrade Event, 121
144A Offeree, 198 Class A/B/C/D L/C Cash Collateral Account,
Accumulated Depreciation, 99 219
Additional Group I Lease, 149 Class A/B/C/D L/C Credit Disbursement, 220
Additional Group I Leasing Company, 149 Class A/B/C/D Letter of Credit, 220
Additional Group I Leasing Company Indenture, Class A/B/C/D Letter of Credit Amount, 220
149 Class A/B/C/D Letter of Credit Liquidity
Additional Group I Leasing Company Note, 149 Amount, 220
Additional Spread Percentage, 215 Class A/B/C/D Letter of Credit Provider, 220
Additional Subsidies, 215 Class A/B/C/D Liquid Enhancement Amount,
Affiliate, 215 220
Affiliate Issuer, 215 Class A/B/C/D Required Liquid Enhancement
Aggregate Group I Leasing Company Note Amount, 220
Principal Amount, 215 Class A/B/C/D Reserve Account, 221
Aggregate Group I Principal Amount, 215 Class A/B/C/D Reserve Account Deficiency
Aggregate Group I Series Adjusted Principal Amount, 221
Amount, 215 Class A/B/C/D Reserve Account Interest
Aggregate Indenture Principal Amount, 215 Withdrawal Shortfall, 92
Assumed Remaining Holding Period, 216 Class B Deficiency Amount, 221
Assumed Residual Value, 216 Class B Initial Principal Amount, 221
Authorized Officer, 216 Class B Monthly Interest Amount, 221
Bankruptcy Code, 39 Class B Note Rate, 221
Base Indenture, 216 Class B Noteholder, 221
Base Permitted Lien, 216 Class B Notes, 221
Base Related Documents, 216 Class B Principal Amount, 221
Base Rent, 216 Class C Deficiency Amount, 221
Basic Lease Vehicle Information, 216 Class C Initial Principal Amount, 221
Beneficiary, 216 Class C Monthly Interest Amount, 222
Benefit Plan, 210, 216 Class C Note Rate, 222
Business Day, 217 Class C Noteholder, 222
Capitalized Cost, 97, 98 Class C Notes, 222
Casualty, 217 Class C Principal Amount, 222
Casualty Payment Amount, 217 Class D Deficiency Amount, 222
Certificates of Title, 217 Class D Initial Principal Amount, 222
Class, 217 Class D Monthly Interest Amount, 222
Class A Deficiency Amount, 217 Class D Note Rate, 222
Class A Initial Principal Amount, 217 Class D Noteholder, 222
Class A Monthly Interest Amount, 217 Class D Notes, 222
Class A Note Rate, 217 Class D Principal Amount, 222
Class A Noteholder, 217 Class E Noteholder, 223
Class A Notes, 218 Clearing Agencies, 223
Class A Principal Amount, 218 Clearstream, 223
Class A/B/C Notes, 218 Collateral, 223
Class A/B/C/D Adjusted Liquid Enhancement Collateral Account, 223
Amount, 218 Collateral Agency Agreement, 223
Class A/B/C/D Demand Note, 219 Collateral Agent, 223
Class A/B/C/D Demand Note Payment Amount, Collateral Agent Records, 70
219 Collateral Agent Report, 70
I-i
Collateral Servicer, 223 GE Collateral Agreement, 229
Collateral Servicing Standard, 71 GE Credit Agreement, 229
Contingent Obligation, 223 Global Note, 229
Contractual Obligation, 224 Governmental Authority, 229
Controlled Amortization Period, 224 Grantor, 229
Controlling Person, 211 Group, 229
Corresponding DBRS Rating, 224 Group I Accrued Amounts, 229
CT, 41 Group I Administration Agreement, 229
DBRS, 224 Group I Administrator, 229
DBRS Equivalent Rating, 224 Group I Administrator Default, 73
Definitive Notes, 225 Group I Aggregate Asset Amount, 95
Depreciation Charge, 225 Group I Aggregate Asset Amount Deficiency,
Determination Date, 225 229
Disposition Date, 225 Group I Aggregate Asset Coverage Threshold
Disposition Proceeds, 226 Amount, 94
Dodd-Frank Act, 56 Group I Asset Coverage Threshold Amount, 229
DTAG, 182 Group I Back-up Administration Agreement,
DTC, 226 229
DTC Participants, 133 Group I Back-up Administrator, 229
Due Date, 226 Group I Carrying Charges, 229
Early Program Return Payment Amount, 170, Group I Cash Amount, 104, 107
226 Group I Collection Account, 230
Early Redemption Date, 126 Group I Collections, 230
EEA, 57 Group I Due and Unpaid Lease Payment
Enhancement, 226 Amount, 103
Equivalent Rating Agency, 226 Group I Due And Unpaid Lease Payment
Equivalent Rating Agency Rating, 226 Amount, 108
Escrow Accounts, 177 Group I Eligible Vehicle, 95
Escrow Agent, 226 Group I Exchange Account, 230
Escrow Agreement, 227 Group I Guaranteed Depreciation Program, 230
Estimation Period, 102 Group I Indenture, 230
EU, 57 Group I Indenture Collateral, 82
Euroclear, 227 Group I Interest Collections, 230
Event of Bankruptcy, 227 Group I Lease, 230
Exchange, 227 Group I Leasing Company, 230
Exchange Account, 227 Group I Leasing Company Amortization Event,
Exchange Act, v 231
Exchange Period, 228 Group I Leasing Company Collection Account,
Exchangor, 177 231
Final Base Rent, 100 Group I Leasing Company Notes, 149
Financial Asset, 228 Group I Leasing Company Related Documents,
Financing Document Relinquished Property 231
Proceeds, 228 Group I Leasing Company Trustee, 231
Financing Documents, 228 Group I Lessee, 231
Financing Source, 228 Group I Liquidation Event, 231
Financing Source and Beneficiary Supplement, Group I Manufacturer, 231
228 Group I Manufacturer Program, 231
Fiserv, 3 Group I Manufacturer Receivable, 103
Fitch, 228 Group I Net Book Value, 96
FSMA, 195 Group I Non-Program Vehicle, 231
GAAP, 228 Group I Note Obligations, 231
I-ii
Group I Noteholder, 231 HVF Enhancement Agreement, 235
Group I Notes, 231 HVF Exchange Account, 235
Group I Percentage, 231 HVF II General Partner Certificate of
Group I Permitted Investments, 232 Incorporation, 235
Group I Permitted Liens, 232 HVF II LP Agreement, 249
Group I Potential Leasing Company HVF Indenture, 235
Amortization Event, 232 HVF Indenture Noteholder, 236
Group I Principal Collections, 232 HVF Indenture Notes, 236
Group I Program Vehicle, 232 HVF Lease, 236
Group I Related Document Actions, 143 HVF Market Value Procedures, 236
Group I Related Documents, 232 HVF Master Collateral, 236
Group I Repurchase Program, 232 HVF Note, 237
Group I Required Noteholders, 232 HVF Note Register, 237
Group I Series Enhancement, 233 HVF Permitted Liens, 237
Group I Series Enhancement Provider, 233 HVF Purchase Agreement, 237
Group I Series Supplement, 233 HVF Related Documents, 238
Group I Series-Specific Collateral, 233 HVF Segregated Exchange Account, 238
Group I Supplement, 233 HVF Segregated Noteholder, 238
Group I Turnback Date, 233 HVF Segregated Notes, 238
Group I/II Eligible Vehicle, 233 HVF Segregated Series 2013-G1 Document, 238
Group I/II Final Base Rent, 233 HVF Segregated Series Lease, 238
Group I/II Net Book Value, 233 HVF Segregated Series of Notes, 238
Group I/II Non-Program Vehicle, 233 HVF Segregated Series Supplement, 238
Group II Indenture, 233 HVF Segregated Vehicle, 238
Group II Notes, 233 HVF Series 2013-1 Supplement, 238
Group II Series Supplement, 234 HVF Series 2013-G1 Administration
Group II Supplement, 234 Agreement, 238
Group of Notes, 229 HVF Series 2013-G1 Administrator, 239
Group Permitted Lien, 234 HVF Series 2013-G1 Administrator Default, 74
Group Related Documents, 234 HVF Series 2013-G1 Advance Rate, 239
Group Supplement, 234 HVF Series 2013-G1 Aggregate Asset Amount,
Group-Specific Collateral, 234 239
Group-Specific Collection Account, 234 HVF Series 2013-G1 Asset Coverage Threshold
Guarantor, 234 Amount, 239
Hertz, 234 HVF Series 2013-G1 Back-up Administration
Hertz Contribution Agreement, 234 Agreement, 239
Hertz Exchange Account, 234 HVF Series 2013-G1 Back-up Administrator,
Hertz GE Exchange Account, 234 239
Hertz Nominee Agreement, 234 HVF Series 2013-G1 Back-up Disposition
Hertz Vehicles LLC Agreement, 234 Agent, 239
HFC Nominee Agreement, 234 HVF Series 2013-G1 Back-up Disposition
HFC Purchase Agreement, 234 Agent Agreement, 239
HGI, 234 HVF Series 2013-G1 Carrying Charges, 239
HGI Exchange Account, 235 HVF Series 2013-G1 Cash Amount, 240
HGI Lease, 235 HVF Series 2013-G1 Collateral, 240
HVF, 235 HVF Series 2013-G1 Collateral Agreements,
HVF Administration Agreement, 235 240
HVF Aggregate Principal Amount, 235 HVF Series 2013-G1 Collection Account, 240
HVF Assignment Agreement, 235 HVF Series 2013-G1 Collections, 240
HVF Base Indenture, 235 HVF Series 2013-G1 Commitment Termination
HVF Credit Facility, 235 Date, 240
I-iii
HVF Series 2013-G1 Daily Interest Amount, HVF Series 2013-G1 Program Vehicle, 247
240 HVF Series 2013-G1 Related Document
HVF Series 2013-G1 Due and Unpaid Lease Actions, 155
Payment Amount, 240 HVF Series 2013-G1 Related Documents, 247
HVF Series 2013-G1 Eligible Vehicle, 168 HVF Series 2013-G1 Repurchase Price, 247
HVF Series 2013-G1 Excess Damage Charges, HVF Series 2013-G1 Repurchase Program, 247
240 HVF Series 2013-G1 Required Noteholders, 247
HVF Series 2013-G1 Excess Mileage Charges, HVF Series 2013-G1 Supplement, 247
241 HVF Series 2013-G1 Supplemental Documents,
HVF Series 2013-G1 Financing Source and 247
Beneficiary Supplement, 241 HVF Series Supplement, 247
HVF Series 2013-G1 Guaranteed Depreciation HVF Series-Specific Collateral, 248
Program, 241 HVF Shared Collateral Financing Source and
HVF Series 2013-G1 Indenture Collateral, 241 Beneficiary Supplement, 248
HVF Series 2013-G1 Initial Principal Amount, HVF Trustee, 248
242 HVF Vehicle, 248
HVF Series 2013-G1 Interest Collections, 243 HVF Vehicle Collateral, 248
HVF Series 2013-G1 Interest Period, 243 Identified Replacement Property, 248
HVF Series 2013-G1 Lease, 243 Indebtedness, 248
HVF Series 2013-G1 Lease Payment Default, Indemnification Agreement, 41
243 Independent Director, 248
HVF Series 2013-G1 Lease Vehicle(s), 243 Indirect Participants, 135
HVF Series 2013-G1 Manufacturer, 243 Ineligible Vehicle, 249
HVF Series 2013-G1 Manufacturer Event of Initial ERISA Class D Noteholder, 202
Default, 243 Initial Purchaser, i
HVF Series 2013-G1 Manufacturer Program, Initially Estimated Depreciation Charge, 102
244 Insolvency Laws, 38
HVF Series 2013-G1 Manufacturer Receivable, Inter-Group Transferred Vehicle, 249
244 Inter-Lease Reallocation Schedule, 249
HVF Series 2013-G1 Maximum Principal Inter-Lease Vehicle Reallocation Effective Date,
Amount, 244 167
HVF Series 2013-G1 Monthly Interest, 244 Intermediary, 249
HVF Series 2013-G1 Monthly Servicing Fee, Intra-Lease Lessee Transfer Schedules, 249
244 Investment Company Act, i
HVF Series 2013-G1 Non-Program Vehicle, 245 Investment Property, 249
HVF Series 2013-G1 Note, 245 IRS, 204
HVF Series 2013-G1 Note Obligations, 245 Issuer, i
HVF Series 2013-G1 Note Rate, 245 Issuer Agreements, 249
HVF Series 2013-G1 Noteholder, 246 Issuer’s Share, 249
HVF Series 2013-G1 Operating Lease Event of Joint Collection Account, 249
Default, 171 Joint Disbursement Account, 249
HVF Series 2013-G1 Percentage, 246 Lease Material Adverse Effect, 250
HVF Series 2013-G1 Permitted Investments, Lease Servicing Standard, 69
246 Lease Vehicle Acquisition Schedule, 250
HVF Series 2013-G1 Permitted Lien, 246 Legacy FMV, 250
HVF Series 2013-G1 Potential Amortization Legacy NBV, 250
Event, 246 Legal Entity, 251
HVF Series 2013-G1 Potential Operating Lease Lessee, 251
Event of Default, 246 LIBOR, 251
HVF Series 2013-G1 Principal Amount, 246 Lien, 251
HVF Series 2013-G1 Principal Collections, 247 Liquidation Period, 78
I-iv
LKE 2.02 Trigger Event, 251 Principal Amount, 256
LKE 7.01 Trigger Event, 251 Principal Deficit Amount, 256
LKE Program, 251 Proceeds, 256
Make-Whole Premium, 126 Program Vehicle, 256
Manufacturer, 251 Program Vehicle Depreciation Assumption
Master Exchange Agreement, 251 True-Up Amount, 102
Master Purchase and Sale Agreement, 251 Program Vehicle Special Default Payment
Master Related Documents, 251 Amount, 169
Maximum Lease Termination Date, 167 PTCE, 212
Maximum Repurchase Price, 251 Purchased Notes, 256
MEA Financing Document, 252 QI Nonconsolidation Opinion, 256
Minimum Program Term End Date, 252 QI Parent Downgrade Event, 257
Monthly Base Rent, 100 Qualified Earnings, 257
Monthly Blackbook Mark, 252 Qualified Institution, 257
Monthly NADA Mark, 252 Qualified Trust Institution, 257
Monthly Noteholders’ Statement, 252 Rating Agencies, 257
Monthly Variable Rent, 252, 253 Rating Agency Condition, 257
Moody’s, 253 RCFC, 182
Net Book Value, 96 RCFC Nominee, 257
Nominating Party, 65 RCFC Nominee Agreement, 258
Nominee, 65, 253 RCFC Nominee Applicability Period, 258
Nominee Agreement, 41 RCFC Nominee Non-Qualified Period, 258
Non-Liened Vehicle, 253 RCFC Nominee Qualification Date, 258
Non-Program Vehicle, 253 RCFC Nominee Sunset Date, 258
Non-Program Vehicle Special Default Payment RCFC Nominee Trigger Date, 183
Amount, 169 RCFC Nominee-Servicer, 258
Non-U.S. Holder, 204 RCFC Securitization Documents, 258
Note, 253 Reallocated Vehicle, 258
Note Owner, 253 Record Date, 258
Note Register, 131, 254 Redesignation to Non-Program Amounts, 101
Noteholder, 254 Redesignation to Program Amounts, 103
Officer’s Certificate, 254 Regulation S, 258
OID, 207 Regulation S Global Note, 258
Other Specified Collateral, 254 Rejected Vehicle, 258
Outstanding, 254 Rejection Date, 166
Owner, 254 Related Master Collateral, 258
Participants, 131 Related Month, 259
Past Due Amounts, 254 Related Other Specified Collateral, 259
Past Due Rent Payment, 254 Related Property, 259
Paying Agent, 254 Related Vehicles, 259
Payment Date, 255 Relevant DBRS Rating, 259
Permitted Investments, 255 Relevant Fitch Rating, 259
Person, 255 Relevant Moody’s Rating, 259
Plan Assets Regulation, 211 Relevant Rating, 259
Plans, 212 Relevant S&P Rating, 260
Pledged Master Collateral, 255 Relinquished Property, 260
Pledged Vehicle, 256 Relinquished Property Agreement, 260
Potential Amortization Event, 256 Relinquished Property Proceeds, 260
Preference Amount, 256 Relinquished Property Rights, 260
Pre-VOLCD Program Vehicle Depreciation Relinquished Property Subject to Liabilities, 260
Amount, 101 Replacement Property, 260
I-v
Replacement Property Agreement, 260 Series 2015-3 Capped Group I Issuer Operating
Reportable Event, 260 Expense Amount, 264
Repurchase Period, 260 Series 2015-3 Capped Group I Trustee Fee
Repurchase Price, 260 Amount, 264
Required Contractual Criteria, 261 Series 2015-3 Carrying Charges, 265
Required Controlling Class Series 2015-3 Series 2015-3 Certificate of Credit Demand, 218
Noteholders, 261 Series 2015-3 Certificate of Preference Payment
Required Rating, 261 Demand, 218
Required Series Noteholders, 261 Series 2015-3 Closing Date, 265
Required Trust Rating, 262 Series 2015-3 Collateral, 265
Requirements of Law, 262 Series 2015-3 Concentration Adjusted Advance
Requisite Group I Investors, 262 Rate, 116
Requisite Group Investors, 262 Series 2015-3 Concentration Excess Advance
Revolving Period, 262 Rate Adjustment, 113
Rights, 262 Series 2015-3 Concentration Excess Amount,
S&P, 262 112
SEC, i Series 2015-3 Daily Interest Allocation, 85
Senior Credit Facilities, 262 Series 2015-3 Daily Principal Allocation, 85
Senior Term Facility, 263 Series 2015-3 DBRS Blended Advance Rate,
Series 2013-A Notes, 263 117
Series 2013-B Notes, 263 Series 2015-3 Defaulted Letter of Credit, 218
Series 2013-G1 HVF Segregated Exchange Series 2015-3 Deposit Date, 265
Account, 263 Series 2015-3 Distribution Account, 265
Series 2013-G1 HVF Segregated Liened Vehicle Series 2015-3 Eligible Investment Grade Non-
Collateral, 263 Program Vehicle Amount, 107
Series 2013-G1 HVF Segregated Non-Liened Series 2015-3 Eligible Investment Grade
Vehicle Collateral, 263 Program Receivable Amount, 106
Series 2013-G1 HVF Segregated Vehicle Series 2015-3 Eligible Investment Grade
Collateral, 263 Program Vehicle Amount, 106
Series 2014-A Notes, 270 Series 2015-3 Eligible Letter of Credit Provider,
Series 2015-3 AAA Components, 105 219
Series 2015-3 AAA Select Component, 105 Series 2015-3 Eligible Manufacturer Receivable,
Series 2015-3 Account Collateral, 264 108
Series 2015-3 Accounts, 264 Series 2015-3 Eligible Non-Investment Grade
Series 2015-3 Accrued Amounts, 264 (High) Program Receivable Amount, 106
Series 2015-3 Adjusted Advance Rate, 117 Series 2015-3 Eligible Non-Investment Grade
Series 2015-3 Adjusted Asset Coverage (Low) Program Receivable Amount, 107
Threshold Amount, 104 Series 2015-3 Eligible Non-Investment Grade
Series 2015-3 Adjusted Principal Amount, 218 Non-Program Vehicle Amount, 107
Series 2015-3 Annual Senior Fee Cap, 264 Series 2015-3 Eligible Non-Investment Grade
Series 2015-3 Asset Amount, 264 Program Vehicle Amount, 106
Series 2015-3 Asset Coverage Threshold Series 2015-3 Excess Group I Administrator Fee
Amount, 104 Amount, 265
Series 2015-3 Available L/C Cash Collateral Series 2015-3 Excess Group I Issuer Operating
Account Amount, 218 Expense Amount, 265
Series 2015-3 Available Reserve Account Series 2015-3 Excess Group I Trustee Fee
Amount, 218 Amount, 265
Series 2015-3 Baseline Advance Rates, 105 Series 2015-3 Failure Percentage, 116
Series 2015-3 Blended Advance Rate, 104 Series 2015-3 Floating Allocation Percentage,
Series 2015-3 Capped Group I Administrator 266
Fee Amount, 264
I-vi
Series 2015-3 Group I Administrator Fee Series 2015-3 Non-Investment Grade (Low)
Amount, 266 Program Vehicle, 110
Series 2015-3 Group I Issuer Operating Expense Series 2015-3 Non-Investment Grade Non-
Amount, 266 Program Vehicle, 110
Series 2015-3 Group I Trustee Fee Amount, 266 Series 2015-3 Non-Liened Vehicle Amount, 267
Series 2015-3 Indenture, 266 Series 2015-3 Non-Liened Vehicle
Series 2015-3 Interest Collection Account, 266 Concentration Excess Amount, 112
Series 2015-3 Interest Period, 266 Series 2015-3 Non-Program Fleet Market Value,
Series 2015-3 Invested Percentage, 85 114
Series 2015-3 Investment Grade Manufacturer, Series 2015-3 Non-Program Vehicle Disposition
111 Proceeds Percentage Average, 115
Series 2015-3 Investment Grade Non-Program Series 2015-3 Note Owner, 58
Vehicle, 110 Series 2015-3 Noteholders, 267
Series 2015-3 Investment Grade Program Series 2015-3 Notes, i
Vehicle, 108 Series 2015-3 Past Due Rent Payment, 267
Series 2015-3 L/C Preference Payment Series 2015-3 Payment Date Available Interest
Disbursement, 220 Amount, 268
Series 2015-3 Lease Interest Payment Deficit, Series 2015-3 Percentage, 268
266 Series 2015-3 Permitted Investments, 268
Series 2015-3 Lease Payment Deficit, 266 Series 2015-3 Permitted Liens, 268
Series 2015-3 Lease Principal Payment Series 2015-3 Principal Amount, 220, 268
Carryover Deficit, 266 Series 2015-3 Principal Collection Account, 268
Series 2015-3 Lease Principal Payment Deficit, Series 2015-3 Principal Collection Account
267 Amount, 269
Series 2015-3 Liquid Enhancement Deficiency, Series 2015-3 Purchase Agreement, 195
220 Series 2015-3 Rapid Amortization Period, 118
Series 2015-3 Liquidation Event, 124 Series 2015-3 Rating Agency Condition, 269
Series 2015-3 Manufacturer Amount, 267 Series 2015-3 Related Document, 269
Series 2015-3 Manufacturer Concentration Series 2015-3 Remainder AAA Amount, 108
Excess Amount, 112 Series 2015-3 Required Noteholders, 269
Series 2015-3 Manufacturer Percentage, 113 Series 2015-3 Required Reserve Account
Series 2015-3 Market Value Average, 114 Amount, 220
Series 2015-3 Maximum Manufacturer Amount, Series 2015-3 Revolving Period, 118
267 Series 2015-3 Senior Interest Waterfall Shortfall
Series 2015-3 Measurement Month, 115 Amount, 269
Series 2015-3 Monthly Lease Principal Payment Series 2015-3 Supplement, 269
Deficit, 267 Series 2015-3 Third-Party Market Value, 114
Series 2015-3 Moody’s Blended Advance Rate, Series 2015-3 Third-Party Market Value
117 Procedures, 269
Series 2015-3 MTM/DT Advance Rate Series of Group I Notes, 270
Adjustment, 116 Series of Notes, 270
Series 2015-3 Non-Investment Grade (High) Series Permitted Liens, 270
Manufacturer, 111 Series Related Document, 270
Series 2015-3 Non-Investment Grade (High) Series Supplement, 270
Program Receivable Concentration Excess Series-Specific Collateral, 270
Amount, 112 Series-Specific Collection Account, 270
Series 2015-3 Non-Investment Grade (High) Servicer, 270
Program Vehicle, 110 Servicer Default, 172
Series 2015-3 Non-Investment Grade (Low) SGS, 41
Manufacturer, 111 Similar Law, 212
Subordinated Series of Group I Notes, 270
I-vii
Subsidiary, 270 Turnback Date, 271
Successor Back-up Disposition Agent, 81 U.S. Government Obligations, 271
Tangible Personal Property, 271 U.S. Holder, 204
Tax Counsel, 205 United States person, 203
Termination Date, 179 Vehicle, 271
Transportation Act, 47 Vehicle Operating Lease Commencement Date,
Treasury Rate, 126 167
Treasury Regulations, 177 Vehicle Operating Lease Expiration Date, 167
Trustee, 271 Vehicle Term, 271
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Table of Contents

Page

SUMMARY OF TERMS OF THE NOTES ................................................................................................. 1
Principal Terms of the Offered Series 2015-3 Notes: ...................................................................... 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ................................... 24
DOMESTIC RENTAL CAR FLEET INFORMATION ............................................................................ 27
RISK FACTORS ........................................................................................................................................ 34
Risks Related to the Probability of Default of the Guarantor and the Servicer under the
HVF Series 2013-G1 Lease and Risks Related to Hertz’s Business ....................................... 34
Risks Related to the Collateral Available to Noteholders.............................................................. 34
Risks Related to Non-Program Vehicles ....................................................................................... 45
Risks Related to Program Vehicles................................................................................................ 45
Risks Related to Vicarious Tort Liability ...................................................................................... 47
Risks Related to Hertz in its Various Servicing and Administrative Capacities ........................... 47
Risks Related to Credit Enhancement............................................................................................ 48
Risks Related to Prepayment ......................................................................................................... 50
Risks Related to Noteholder Control Rights .................................................................................. 51
Risks Relating to Credit Ratings of the Notes ............................................................................... 54
Risks Related to the Issuance of Other Series of Notes ................................................................. 55
Risks Related to Certain Financial Reform Regulations, Liquidity and the Form of Notes .......... 55
Combination or “Layering” of Multiple Risk Factors ................................................................... 59
USE OF PROCEEDS ................................................................................................................................. 59
TRANSACTION PARTIES ....................................................................................................................... 60
The Issuer – Hertz Vehicle Financing II LP ............................................................................................... 60
General ........................................................................................................................................... 60
Capitalization ................................................................................................................................. 61
HERTZ VEHICLE FINANCING LLC ...................................................................................................... 63
General ........................................................................................................................................... 63
Capitalization ................................................................................................................................. 63
HERTZ GENERAL INTEREST LLC ........................................................................................................ 64
HERTZ VEHICLES LLC ........................................................................................................................... 65
About ............................................................................................................................................. 65
Nominee ......................................................................................................................................... 65
SPECIAL PURPOSE ENTITIES ............................................................................................................... 67
THE HERTZ CORPORATION ................................................................................................................. 68
Capacities Generally ...................................................................................................................... 68
Servicer under the HVF Series 2013-G1 Lease ............................................................................. 68
Guarantor under the HVF Series 2013-G1 Lease .......................................................................... 69
Collateral Servicer ......................................................................................................................... 70
Nominee-Servicer .......................................................................................................................... 71
Group I Administrator.................................................................................................................... 72
HVF Series 2013-G1 Administrator .............................................................................................. 73

TOC‐i

Table of Contents
(continued)
Page

Incorporation by Reference............................................................................................................ 74
BACK-UP ADMINISTRATOR ................................................................................................................. 75
About ............................................................................................................................................. 75
Group I Back-up Administrator ..................................................................................................... 75
HVF Series 2013-G1 Back-up Administrator ................................................................................ 76
BACK-UP DISPOSITION AGENT ........................................................................................................... 77
About ............................................................................................................................................. 77
HVF Series 2013-G1 Back-up Disposition Agent ......................................................................... 78
COLLATERAL POOL ............................................................................................................................... 81
Group Level Collateral .................................................................................................................. 82
HVF Series 2013-G1 Note Collateral ............................................................................................ 82
Series Level Collateral ................................................................................................................... 83
ALLOCATIONS AND APPLICATIONS OF COLLECTIONS AND PRIORITIES OF
PAYMENTS .................................................................................................................................. 83
Deposits of Vehicle Disposition Proceeds and Lease Payments ................................................... 83
Priority of Payments under the HVF Series 2013-G1 Supplement................................................ 84
Collections, Allocations and Applications under the Group I Supplement ................................... 84
Allocations to the Series 2015-3 Notes .......................................................................................... 85
Priority of Payments on the Series 2015-3 Notes .......................................................................... 87
CREDIT ENHANCEMENT ....................................................................................................................... 91
Application of Funds in the Class A/B/C/D Reserve Account ...................................................... 91
Demands on the Class A/B/C/D Demand Note(s) and Draws on Class A/B/C/D Letter(s)
of Credit................................................................................................................................... 92
Principal Deficit Amount Demands and Draws ............................................................................. 93
BORROWING BASE AND ADVANCE RATES ..................................................................................... 94
Group I Aggregate Asset Amount ................................................................................................. 95
Series 2015-3 Level Borrowing Base .......................................................................................... 104
Parallel Calculations for DBRS and Moody’s Methodologies .................................................... 104
Series Level Asset Classifications and Baseline Advance Rates ................................................. 105
Advance Rate Adjustments for Concentration Limit Excesses ................................................... 110
Advance Rate Adjustments for Mark-to-Market and Disposition Proceeds Testing Results ...... 112
Applying and Weighting Advance Rate Adjustments to Determine Blended Advance
Rates ...................................................................................................................................... 115
THE SERIES 2015-3 NOTES .................................................................................................................. 116
Generally ...................................................................................................................................... 116
Revolving Period ......................................................................................................................... 116
Rapid Amortization Period .......................................................................................................... 116
Allocations ................................................................................................................................... 116
Priority of Payments .................................................................................................................... 116
Subordination ............................................................................................................................... 117
Series 2015-3 Accounts ............................................................................................................... 117

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Table of Contents
(continued)
Page

Class A/B/C/D Reserve Account ................................................................................................. 118
Class A/B/C/D Demand Note(s) and Class A/B/C/D Letter(s) of Credit .................................... 118
Class A/B/C/D Required Liquid Enhancement Amount ............................................................. 120
Amortization Events .................................................................................................................... 120
Remedies – General ..................................................................................................................... 123
Remedies – Waiver ...................................................................................................................... 123
Optional Redemption ................................................................................................................... 123
Amendments ................................................................................................................................ 124
Future Issuance of the Class E Notes ........................................................................................... 125
Additional Group I Leasing Company Notes .............................................................................. 128
Termination .................................................................................................................................. 128
Form of Series 2015-3 Notes ....................................................................................................... 128
DESCRIPTION OF GROUP I NOTES: UNDERLYING INDENTURES AND CERTAIN
RELATED DOCUMENTS ......................................................................................................... 134
The Base Indenture ...................................................................................................................... 134
The Group I Supplement .............................................................................................................. 141
Remedies – General and Group I Leasing Company Related Documents .................................. 143
Group I Leasing Company Notes: The HVF Series 2013-G1 Note............................................. 147
Group I Leases: The HVF Series 2013-G1 Lease........................................................................ 162
Amendments ................................................................................................................................ 172
The Collateral Agency Agreement .............................................................................................. 172
General ......................................................................................................................................... 172
Vehicle Collateral for Group I Notes ........................................................................................... 173
Collateral Servicer ....................................................................................................................... 173
Collateral Agent’s Duties and Standards ..................................................................................... 173
Removal and Resignation of Collateral Agent ............................................................................ 174
Like-Kind Exchange Program ..................................................................................................... 174
Master Purchase and Sale Agreement.......................................................................................... 178
RCFC Nominee Structure ............................................................................................................ 180
REPORTING AND RECORDS ............................................................................................................... 183
Generally ...................................................................................................................................... 183
Reporting under the Series 2015-3 Supplement .......................................................................... 183
Reporting under the Group I Supplement .................................................................................... 187
Reporting under the HVF Series 2013-G1 Supplement............................................................... 188
Reporting under the HVF Series 2013-G1 Lease ........................................................................ 189
Reporting by Hertz in its Various Servicing Capacities .............................................................. 190
Books and Records and Access to Information ........................................................................... 190
Certain Additional Notices .......................................................................................................... 192
METHOD OF DISTRIBUTION .............................................................................................................. 193
RESTRICTIONS ON TRANSFER .......................................................................................................... 196
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES ............................................................ 202
The Issuer’s Classification ........................................................................................................... 203
Treatment of the Offered Series 2015-3 Notes as Indebtedness .................................................. 203
Optional Prepayment of the Series 2015-3 Notes ........................................................................ 204

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Table of Contents
(continued)
Page

U.S. Holders ................................................................................................................................. 204
Non-U.S. Holders ........................................................................................................................ 206
FATCA ........................................................................................................................................ 208
CERTAIN ERISA CONSIDERATIONS ................................................................................................. 208
Plan Assets Issues ........................................................................................................................ 209
Prohibited Transactions Issues ..................................................................................................... 209
LEGAL MATTERS .................................................................................................................................. 211
GENERAL INFORMATION ................................................................................................................... 211
CONFIDENTIAL INFORMATION ........................................................................................................ 211
GLOSSARY OF PRINCIPAL TERMS ................................................................................................... 213
Annex I Example Calculations of Borrowing Base and Advance Rates

Annex II Fleet Data Tables and Notes
Annex II Issuer’s Other Series of Notes Outstanding as of the Series 2015-3 Closing Date
Annex IV Series of Notes to be Issued by the Issuer on the Series 2015-3 Closing Date
Annex V HVF’s Series of Notes Outstanding as of the Series 2015-3 Closing Date

TOC‐iv

THE ATTACHED OFFERING CIRCULAR IS INTENDED ONLY FOR THE PERSONAL AND
CONFIDENTIAL USE OF THE DESIGNATED RECIPIENT(S) NAMED IN THE EMAIL TO WHICH
THE ATTACHED OFFERING CIRCULAR IS ATTACHED. IF YOU ARE NOT THE INTENDED
RECIPIENT OF THE ATTACHED OFFERING CIRCULAR YOU ARE HEREBY NOTIFIED THAT
ANY REVIEW, DISSEMINATION, DISTRIBUTION OR COPYING OF THE ATTACHED
OFFERING CIRCULAR IS STRICTLY PROHIBITED.
THE SECURITIES DESCRIBED IN THE ATTACHED OFFERING CIRCULAR HAVE NOT BEEN
REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND ARE
SUBJECT TO CERTAIN RESTRICTIONS ON RESALE AS DESCRIBED THEREIN. THE
ATTACHED OFFERING CIRCULAR AND THE RELATED SECURITIES ARE AVAILABLE ONLY
TO CERTAIN QUALIFIED BUYERS AND ACCORDINGLY, THE ATTACHED OFFERING
CIRCULAR MAY NOT BE COPIED, FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON.
BY ELECTING TO VIEW THIS INFORMATION, YOU REPRESENT, WARRANT AND AGREE

THAT YOU WILL NOT COPY, RECORD OR OTHERWISE ATTEMPT TO REPRODUCE OR RE-
TRANSMIT THIS INFORMATION TO ANY OTHER PERSON.

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HERTZ VEHICLE FINANCING II LP

The Hertz Corporation,

STRUCTURING AGENT, GLOBAL COORDINATOR & JOINT LEAD BOOKRUNNER

THIS OFFERING CIRCULAR CONTAINS SUMMARIES OF CERTAIN DOCUMENTS.

Notice to New Hampshire Residents

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION

EXISTING SERIES OF SECURITIES OFFERED Future issuances

Existing Series of Securities Offered

Series 2013‐A Series 2015‐3, Class A Future issuances

Series 2015‐1 Series 2015‐3, Class C

Initial Principal $265,265,000 $64,692,000 $20,043,000 $21,156,000

See “Transaction Parties – The Issuer – Hertz Vehicle Financing II LP”.

See “Transaction Parties – Hertz Vehicle Financing LLC”.

Hertz ............................. The Hertz Corporation, a Delaware corporation.

See “Transaction Parties – Hertz General Interest LLC”.

See “Transaction Parties – Hertz Vehicles LLC”.

DTG Operations is a lessee under the HVF Series 2013-G1 Lease.

See “Description of Group I Notes: Underlying Indentures and Certain Related

See “Description of Group I Notes: Underlying Indentures and Certain Related

See “Description of Group I Notes: Underlying Indentures and Certain Related

See “Allocations and Applications of Collections and Priorities of Payments”

See “Allocations and Applications of Collections and Priorities of Payments”

See “The Series 2015-3 Notes – Optional Redemption – Clean-up Calls”.

See “The Series 2015-3 Notes – Optional Redemption – Early Redemption”.

 all proceeds of the foregoing.

 the HVF Series 2013-G1 related documents, including, among other

 all investment property relating to the segregated vehicle collateral

 all proceeds of the foregoing.

See “Credit Enhancement” and “The Series 2015-3 Notes”.

 Principal Collections under the HVF Series 2013-G1 Supplement are

 Interest Collections under the HVF Series 2013-G1 Supplement are

If a lessee does not elect to purchase a vehicle leased by it as permitted under

See “Description of Group I Notes: Underlying Indentures and Certain Related

See “Description of Group I Notes: Underlying Indentures and Certain Related

(i) such Group I leasing company;

(ii) the Nominee, as nominee titleholder for such Group I leasing

(d) designated on the Collateral Servicer’s computer systems as leased under

See “The Series 2015-3 Notes – Revolving Period”.

See “The Series 2015-3 Notes – Rapid Amortization Period”.

(a) an event of bankruptcy with respect to the Issuer or HVF II GP Corp.

(b) the Issuer becomes an “investment company” or is under the “control” of an

(e) a Class A/B/C/D liquid enhancement deficiency exists and continues to

(f) any Group I administrator default has occurred;

 any automatic amortization event with respect to the Series 2015-3

 the automatic amortization event with respect to the Series 2015-3

 any non-automatic amortization event with respect to the Series 2015-3

Subject to reconciliations in connection with any late payment of rent by a

See “Allocations and Applications of Collections and Priorities of Payments”.

Subject to reconciliations in connection with any late payment of rent by a

i. if such date is a payment date, to the Series 2015-3 interest collection

v. if such date is a payment date during the rapid amortization period, to

Subject to reconciliations in connection with any late payment of rent by a

i. to the Group I administrator, the Series 2015-3 capped Group I

v. to the Class B Noteholders, the Class B monthly interest amount for

x. to the Group I administrator, the Series 2015-3 excess group I

xiv. to the Series 2015-3 principal collection account, any remaining

See “Allocations and Applications of Collections and Priorities of Payments –

See “The Series 2015-3 Notes – Subordination”.

The Class A/B/C/D required liquid enhancement amount may be maintained

The asset-category-specific baseline advance rates established under the Series

Series 2015-3 eligible investment grade program 91.00%

The above-described asset categories are a function of multiple criteria,