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Current report (Form 8-K) · Jun 2, 2026 · Material agreement · New debt obligation · Financial statements
HERTZ GLOBAL HOLDINGS, INC
195
Material agreement
Jun 2, 2026
EX-10.1 · hvfiii2026-1xseriessuppl.htm
EX-10.1
hvfiii2026-1xseriessuppl.htm
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EX-10.1 · hvfiii2026-1xseriessuppl.htm EX-10.1 2 hvfiii2026-1xseriessuppl.htm EX-10.1 HERTZ VEHICLE FINANCING III LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary ____________ SERIES 2026-1 SUPPLEMENT dated as of May 28, 2026 to BASE INDENTURE dated as of June 29, 2021 ____________ $327,000,000 Series 2026-1 5.09% Rental Car Asset Backed Notes, Class A $48,000,000 Series 2026-1 5.67% Rental Car Asset Backed Notes, Class B $64,000,000 Series 2026-1 6.45% Rental Car Asset Backed Notes, Class C $38,000,000 Series 2026-1 7.91% Rental Car Asset Backed Notes, Class D $23,000,000 Series 2026-1 9.64% Rental Car Asset Backed Notes, Class E Execution Version TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS AND CONSTRUCTION ................................................................................ 2 Section 1.1 Defined Terms and References .................................................................................. 2 Section 1.2 Rules of Construction ................................................................................................ 2 ARTICLE II INITIAL ISSUANCE OF SERIES 2026-1 NOTES; FORM OF SERIES 2026-1 NOTES ............................................................................................................................................. 3 Section 2.1 Initial Issuance ........................................................................................................... 3 Section 2.2 Transfer Restrictions for Global Notes ...................................................................... 4 Section 2.3 Definitive Notes ....................................................................................................... 13 Section 2.4 Legal Final Payment Date ....................................................................................... 13 Section 2.5 Required Series Noteholders ................................................................................... 13 Section 2.6 FATCA .................................................................................................................... 13 ARTICLE III INTEREST AND INTEREST RATES ................................................................................ 14 Section 3.1 Interest ..................................................................................................................... 14 ARTICLE IV SERIES-SPECIFIC COLLATERAL ................................................................................... 14 Section 4.1 Granting Clause ....................................................................................................... 14 Section 4.2 Series 2026-1 Accounts ........................................................................................... 15 Section 4.3 Trustee as Securities Intermediary ........................................................................... 16 Section 4.4 Demand Notes ......................................................................................................... 18 Section 4.5 Subordination........................................................................................................... 18 Section 4.6 Duty of the Trustee .................................................................................................. 19 Section 4.7 Representations of the Trustee................................................................................. 19 ARTICLE V PRIORITY OF PAYMENTS ................................................................................................ 19 Section 5.1 [Reserved]. ............................................................................................................... 19 Section 5.2 Collections Allocation. ............................................................................................ 19 Section 5.3 Application of Funds in the Series 2026-1 Interest Collection Account ................. 19 Section 5.4 Application of Funds in the Series 2026-1 Principal Collection Account ............... 20 Section 5.5 Class A/B/C/D/E Reserve Account Withdrawals .................................................... 22 Section 5.6 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes .............. 22 Section 5.7 Past Due Rental Payments ....................................................................................... 25 Section 5.8 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account ............................................................................................................................. 26 Section 5.9 Certain Instructions to the Trustee ........................................................................... 28 Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment ............. 28 ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS ............................................................................................................................... 29 Section 6.1 Representations and Warranties .............................................................................. 29 Section 6.2 Covenants ................................................................................................................ 29 Section 6.3 Closing Conditions .................................................................................................. 31 Section 6.4 Further Assurances .................................................................................................. 31 ARTICLE VII AMORTIZATION EVENTS ............................................................................................. 32 Section 7.1 Amortization Events ................................................................................................ 32 ARTICLE VIII SUBORDINATION OF NOTES ...................................................................................... 34 Section 8.1 Subordination of Class B Notes ............................................................................... 34 Section 8.2 Subordination of Class C Notes ............................................................................... 34 Section 8.3 Subordination of Class D Notes .............................................................................. 35 TABLE OF CONTENTS (continued) Page (ii) Section 8.4 Subordination of Class E Notes ............................................................................... 35 Section 8.5 When Distribution Must be Paid Over .................................................................... 35 ARTICLE IX GENERAL ........................................................................................................................... 35 Section 9.1 Optional Redemption of the Series 2026-1 Notes ................................................... 35 Section 9.2 Information .............................................................................................................. 36 Section 9.3 Confidentiality ......................................................................................................... 36 Section 9.4 Ratification of Base Indenture ................................................................................. 37 Section 9.5 Notice to the Rating Agencies ................................................................................. 37 Section 9.6 Third Party Beneficiary ........................................................................................... 37 Section 9.7 Execution in Counterparts; Electronic Execution .................................................... 37 Section 9.8 Governing Law ........................................................................................................ 37 Section 9.9 Amendments ............................................................................................................ 37 Section 9.10 Administrator to Act on Behalf of HVF III ........................................................... 40 Section 9.11 Successors .............................................................................................................. 40 Section 9.12 Termination of Series Supplement ........................................................................ 40 Section 9.13 Electronic Execution .............................................................................................. 40 Section 9.14 Additional UCC Representations .......................................................................... 40 Section 9.15 Notices ................................................................................................................... 41 Section 9.16 Submission to Jurisdiction ..................................................................................... 42 Section 9.17 Waiver of Jury Trial .............................................................................................. 42 Section 9.18 Trustee Obligations under the Retention Requirements ........................................ 42 SCHEDULE I TO THE SERIES 2026-1 SUPPLEMENT ............................................................. 45 SCHEDULE II TO THE SERIES 2026-1 SUPPLEMENT ............................................................ 86 TABLE OF CONTENTS (continued) Page (iii) EXHIBITS AND SCHEDULES Schedule I Schedule II List of Defined Terms Monthly Noteholders’ Statement Information Exhibit A-1-1 Exhibit A-1-2 Exhibit A-2-1 Exhibit A-2-2 Exhibit A-3-1 Exhibit A-3-2 Exhibit A-4-1 Exhibit A-4-2 Exhibit A-5 Exhibit B-1 Exhibit B-2 Exhibit C-1 Exhibit D Exhibit E-1 Exhibit E-2 Exhibit E-3 Exhibit F-1 Form of Series 2026-1 144A Global Class A Note Form of Series 2026-1 Regulation S Global Class A Note Form of Series 2026-1 144A Global Class B Note Form of Series 2026-1 Regulation S Global Class B Note Form of Series 2026-1 144A Global Class C Note Form of Series 2026-1 Regulation S Global Class C Note Form of Series 2026-1 144A Global Class D Note Form of Series 2026-1 Regulation S Global Class D Note Form of Series 2026-1 144A Global Class E Note Form of Demand Notice Form of Class A/B/C/D/E Demand Note Form of Reduction Notice Request Class A/B/C/D/E Letter of Credit Form of Lease Payment Deficit Notice Form of Transfer Certificate: Certificate for Transfer of Class E Notes Form of Transfer Certificate from 144A Global Note to Regulation S Global Note Form of Transfer Certificate from Regulation S Global Note to 144A Global Note Form of Class A/B/C/D/E Letter of Credit SERIES 2026-1 SUPPLEMENT, dated as of May 28, 2026 (“Series 2026-1 Supplement”), among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27, 2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”), each between HVF III and the Trustee. PRELIMINARY STATEMENT WHEREAS, Section 2.3 (Series Supplement for each Series of Notes) of the Base Indenture provides, among other things, that HVF III and the Trustee may at any time and from time to time enter into a Series Supplement for the purpose of authorizing the issuance of one or more Series of Notes; WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2026-1 Supplement to confirm certain representations, warranties and covenants made by it in such capacity for the benefit of the Series 2026-1 Noteholders; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: DESIGNATION There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series 2026-1 Supplement, and such Series of Notes is hereby designated as Series 2026-1 Rental Car Asset Backed Notes. On the Series 2026-1 Closing Date, the following classes of Series 2026-1 Rental Car Asset Backed Notes shall be issued: (i) the Series 2026-1 5.09% Rental Car Asset Backed Notes, Class A (as referred to herein, the “Class A Notes”); (ii) the Series 2026-1 5.67% Rental Car Asset Backed Notes, Class B (as referred to herein, the “Class B Notes”); (iii) the Series 2026-1 6.45% Rental Car Asset Backed Notes, Class C (as referred to herein, the “Class C Notes”); (iv) the Series 2026-1 7.91% Rental Car Asset Backed Notes, Class D (as referred to herein, the “Class D Notes”); and (v) the Series 2026-1 9.64% Rental Car Asset Backed Notes, Class E (as referred to herein, the “Class E Notes”). The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Class E Notes are referred to herein collectively as the “Series 2026-1 Notes” or the “Class A/B/C/D/E Notes”. The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Class D Notes shall be issued in minimum denominations 2 of $250,000 and integral multiples of $1,000 in excess thereof. The Class E Notes shall be issued in minimum denominations of $3,250,000 and integral multiples of $1,000 in excess thereof. ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.1 Defined Terms and References. Capitalized terms used herein shall have the meanings assigned to such terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article, Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles, Sections or Subsections of this Series 2026-1 Supplement, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2026-1 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise stated herein, all references herein to the “Series 2026-1 Supplement” shall mean the Base Indenture, as supplemented hereby. Section 1.2 Rules of Construction. In this Series 2026-1 Supplement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto unless the context otherwise requires: the singular includes the plural and vice versa; references to an agreement or document shall include the preamble, recitals, all attachments, schedules, annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such attachments, schedules, annexes, exhibits and joinders to such agreement or document), as amended, supplemented, restated and otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless otherwise stated); reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Series 2026-1 Supplement, and reference to any Person in a particular capacity only refers to such Person in such capacity; reference to any gender includes the other gender; reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; references to sections of the Code also refer to any successor sections; reference to any Related Document or other contract or agreement means such Related Document, contract or agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if such amendment, supplement or modification is permitted by the Base Indenture and the other applicable Related Documents; and the language used in this Series 2026-1 Supplement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party. 3 ARTICLE II INITIAL ISSUANCE OF SERIES 2026-1 NOTES; FORM OF SERIES 2026-1 NOTES Section 2.1 Initial Issuance. Initial Issuance of Series 2026-1 Notes. On the terms and conditions set forth in this Series 2026-1 Supplement, HVF III shall issue, and cause the Trustee to authenticate, the initial 2026- 1 Notes on the Series 2026-1 Closing Date. Such Series 2026-1 Notes shall: (i) have, with respect to each Class of Series 2026-1 Notes, the initial principal amount equal to the Class Initial Principal Amount for such Class, (ii) have, with respect to each Class of Series 2026-1 Notes, the interest rate set forth in the definition of Note Rate for such Class, (iii) be dated the Series 2026-1 Closing Date, (iv) have, with respect to each Class of Series 2026-1 Notes, the maturity date set forth in the definition of Legal Final Payment Date for such Class, (v) be rated by DBRS and Moody’s, and (vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2026-1 Supplement on the Series 2026-1 Closing Date. Form of the Series 2026-1 Notes. The Series 2026-1 Notes will be offered and sold by HVF III on the Series 2026-1 Closing Date pursuant to the Series 2026-1 Purchase Agreement. The Class A/B/C/D/E Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) solely in the case of the Class A/B/C/D Notes, Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Class A/B/C/D Notes following their initial resale may be transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in accordance with the procedures described herein. The Class E Notes following the initial purchase may be transferred to QIBs in reliance on Rule 144A and to “accredited investors” within the meaning of Rule 501(a) under the Securities Act (“Accredited Investors”). The Series 2026-1 Notes will be Book-Entry Notes, and DTC will act as the Depository for the Series 2026-1 Notes. Initial Payment Date. Notwithstanding anything herein or in any Series 2026-1 Related Document to the contrary, the initial Payment Date with respect to the Series 2026-1 Notes shall be June 25, 2026. 144A Global Notes. Each Class of the Series 2026-1 Notes offered and sold in their initial distribution on the Series 2026-1 Closing Date in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth with respect to the Class A Notes in Exhibit A-1-1 to this Series 2026-1 Supplement, with respect to the Class B Notes in Exhibit A-2-1 to this Series 2026-1 Supplement, with respect to the Class C Notes in Exhibit A-3-1 to this Series 2026-1 Supplement, with respect to the Class D Notes in Exhibit A-4-1 to this Series 2026-1 Supplement, and with respect to the Class E Notes in Exhibit A-5 to this Series 2026- 1 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “144A Global Notes”). Solely with respect to the Class A/B/C/D Notes, the aggregate principal amount of such 144A Global Note may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal amount of the corresponding class of Regulation S Global Notes, as hereinafter provided. Each 144A Global Note shall represent such of 4 the outstanding principal amount of the related Class of Series 2026-1 Notes as shall be specified in the schedule attached thereto, and each shall provide that it shall represent the aggregate principal amount of such Class of Series 2026-1 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2026-1 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such 144A Global Note. Any endorsement of a 144A Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of outstanding Series 2026-1 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes) hereof. Regulation S Global Notes. Each Class of the Class A/B/C/D Notes offered and sold on the Series 2026-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth with respect to the Class A Notes in Exhibit A-1-2 to this Series 2026-1 Supplement, with respect to the Class B Notes in Exhibit A-2-2 to this Series 2026-1 Supplement, with respect to the Class C Notes in Exhibit A-3-2 to this Series 2026-1 Supplement and with respect to the Class D Notes in Exhibit A-4-2 to this Series 2026-1 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding 144A Global Notes, as hereinafter provided. Each Regulation S Global Note shall represent such of the outstanding principal amount of the related Class of Series 2026-1 Notes as shall be specified in the schedule attached thereto and each shall provide that it shall represent the aggregate principal amount of such Class of Series 2026-1 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2026-1 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such Regulation S Global Note. Any endorsement of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of outstanding Series 2026-1 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes) hereof. For the avoidance of doubt, no interest in a Class E Note shall be represented by or in the form of a Regulation S Global Note. Section 2.2 Transfer Restrictions for Global Notes. A Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 2.2(a) (Transfer Restrictions for Global Notes) shall not prohibit any transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the corresponding Global Note in accordance with Section 2.8 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.2 (Transfer Restrictions for Global Notes). The transfer by a Note Owner holding a beneficial interest in a 144A Global Note (other than a Class E Global Note) to a Person who wishes to take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF III as such transferee has 5 requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. Any transfer (including the initial transfer to the initial purchasers) of a Class E Note (or any beneficial interest therein) to any Person (a “Transferee”) who wishes to take delivery of such Class E Note (or any beneficial interest therein) shall be made upon receipt by the Administrator, and the Registrar, each at its respective office, of a certificate in substantially the form set forth in Exhibit E-1 hereto containing the representations of such Transferee. Any transfer that occurs without the relevant Transferee’s execution or delivery of the certificate referred to in the immediately preceding sentence will be void ab initio. If a Note Owner holding a beneficial interest in a 144A Global Note (other than a Class E Global Note) wishes at any time to exchange its interest in such 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 2.2(d) (Transfer Restrictions for Global Notes). Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such 144A Global Note to be so exchanged or transferred, (ii) a written order from HVF III containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit E-3 hereto given by the applicable Note Owner holding such beneficial interest in such 144A Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of the applicable 144A Global Note, and to increase the principal amount of the applicable Regulation S Global Note, by the principal amount of the beneficial interest in such 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in such Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such 144A Global Note was reduced upon such exchange or transfer. If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding 144A Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the corresponding 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 2.2(e) (Transfer Restrictions for Global Notes). Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in such 144A Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred, (ii) a written order from HVF III containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest, and (iii) a certificate in substantially the form set forth in Exhibit E-4 hereto given by such Note Owner, as applicable, holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note and to increase the principal amount of such 144A Global Note, by the principal amount of the beneficial interest in such Regulation 6 S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in such 144A Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such exchange or transfer. The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and the “Customer Handbook” of Clearstream (collectively, the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes which are in the form of Class A Global Notes, Class B Global Notes, Class C Global Notes, Class D Global Notes or the Class E Notes, respectively. The Class A/B/C/D Notes represented by 144A Global Notes shall bear the following legend: 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 III LLC (“HVF III”), (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 III, 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. The Class A/B/C/D Notes represented by Regulation S Global Notes shall bear the following legend: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH 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 III LLC (“HVF III”) 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 POSSESSIONS OF THE UNITED STATES GOVERNING THE 7 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 III. All Class A/B/C/D Notes represented by Global Notes shall bear the following legend: 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 THE ISSUER 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 BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. All Class A/B/C/D/E Notes shall bear the following legend: THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT ANY TIME HELD BY THE ISSUER OF SUCH NOTE AS DETERMINED FOR U.S. FEDERAL INCOME TAX PURPOSES OR ANY AFFILIATE THEREOF) 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. All Class A/B/C Notes represented by Global Notes shall bear the following legend: 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 8 (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”) 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) 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). IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES (UNLESS A STATUTORY OR ADMINISTRATIVE EXEMPTION APPLIES (ALL OF THE APPLICABLE CONDITIONS OF WHICH ARE SATISFIED) OR THE TRANSACTION IS NOT OTHERWISE PROHIBITED), AND ANY COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR RESPECTIVE AFFILIATES TO ANY PROSPECTIVE TRANSFEREE OF THE NOTES IS RENDERED SOLELY IN ITS CAPACITY AS THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY SUCH PROSPECTIVE TRANSFEREE. The Class D Notes shall bear the following legend: 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 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, OR (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) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A 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 9 PLAN, ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW. The Class E Notes shall bear the following legend: 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 III LLC ( “HVF III”) (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 EITHER (I) 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 OR (II) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A) UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUER, 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. A PROSPECTIVE TRANSFEREE OF THE CLASS E 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 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 OR (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) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A 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, ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH CLASS E NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW. 10 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 III 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 BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER (INCLUDING THE INITIAL PURCHASER) OF THIS NOTE OR ANY BENEFICIAL INTEREST THEREIN AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY OTHER PERSON’S ACCOUNT FOR WHICH IT HAS PURCHASED THIS NOTE (OR ANY BENEFICIAL INTEREST THEREIN) THAT AT ALL TIMES (A) SUCH HOLDER IS, AND EACH OTHER PERSON ON BEHALF OF WHICH SUCH HOLDER ACQUIRED THIS NOTE OR ANY INTEREST THEREIN IS, A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE; (B)(1) EITHER (I) SUCH HOLDER 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 HOLDER IS OR BECOMES A FLOW-THROUGH ENTITY, THEN (X) AT ALL TIMES, LESS THAN 50% OF THE VALUE OF ANY BENEFICIAL OWNER’S DIRECT OR INDIRECT INTEREST IN SUCH HOLDER IS AND WILL BE ATTRIBUTABLE, IN THE AGGREGATE, TO SUCH HOLDER’S DIRECT OR INDIRECT INTEREST IN SUCH NOTE OR IN THE ISSUER, AND (Y) SUCH HOLDER IS NOT AND WILL NOT BE PART OF ANY ARRANGEMENT THE PRINCIPAL PURPOSE OF WHICH IS TO PERMIT SUCH HOLDER TO SATISFY THE 100-PARTNER LIMITATION OF U.S. TREASURY REGULATION SECTION 1.7704-1(h)(1)(ii), OR (2) SUCH HOLDER HAS DELIVERED A WRITTEN OPINION OF NATIONALLY RECOGNIZED U.S. TAX COUNSEL THAT THE TRANSFER OF SUCH NOTE TO SUCH HOLDER WILL NOT CAUSE THE ISSUER TO BE TREATED AS A PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR U.S. FEDERAL (AND APPLICABLE STATE AND/OR LOCAL) INCOME TAX PURPOSES; (C) SUCH HOLDER IS NOT ACQUIRING AND WILL NOT MARKET, SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF, SUFFER THE CREATION OF A LIEN ON OR CAUSE TO BE MARKETED THIS NOTE (OR ANY INTEREST THEREIN) IN A PRINCIPAL AMOUNT THAT IS LESS THAN THE CLASS E MINIMUM DENOMINATION, AS DEFINED IN THE SERIES 2026-1 SUPPLEMENT; (D) SUCH HOLDER WILL NOT ACQUIRE OR ENTER INTO ANY 11 FINANCIAL INSTRUMENT OR CONTRACT THE VALUE OF WHICH IS, OR PAYMENTS ON WHICH ARE, DETERMINED BY REFERENCE IN WHOLE OR IN PART TO THIS NOTE OR THE ISSUER (INCLUDING THE AMOUNT OF DISTRIBUTIONS OR PAYMENTS BY THE ISSUER, THE VALUE OF THE ASSETS OF THE ISSUER, OR THE RESULTS OF THE OPERATIONS OF THE ISSUER); (E) SUCH HOLDER IS NOT ACQUIRING AND WILL NOT MARKET, SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF, SUFFER THE CREATION OF A LIEN ON OR CAUSE TO BE MARKETED THIS NOTE (OR ANY INTEREST THEREIN) OR ANY EQUITY INTEREST IN THE ISSUER ON OR THROUGH AN “ESTABLISHED SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE INTERNAL REVENUE CODE AND U.S. TREASURY REGULATION SECTION 1.7704-1(b), INCLUDING, WITHOUT LIMITATION, AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS; (F) SUCH HOLDER WILL NOT MARKET, SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF, SUFFER THE CREATION OF A LIEN ON OR CAUSE TO BE MARKETED THIS NOTE (OR ANY INTEREST THEREIN) IF SUCH ACTION COULD REASONABLY BE EXPECTED TO (1) CAUSE THE COMBINED NUMBER OF HOLDERS OF (I) CLASS E NOTES OF THE ISSUER, (II) ANY OTHER DEBT OF THE ISSUER (X) FOR WHICH THE ISSUER HAS NOT RECEIVED AN OPINION THAT SUCH DEBT “WILL” BE TREATED AS DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES AND (Y) THAT WAS ISSUED WITH TRANSFER RESTRICTIONS AND CERTIFICATION REQUIREMENTS SUBSTANTIALLY SIMILAR TO THOSE APPLICABLE TO THIS NOTE WHICH RESTRICTIONS AND REQUIREMENTS HAVE NOT SINCE BEEN REMOVED AND (III) ANY OTHER INTERESTS THAT ARE TREATED AS EQUITY INTERESTS IN THE ISSUER FOR U.S. FEDERAL INCOME TAX PURPOSES TO EXCEED NINETY (90) OR (2) OTHERWISE CREATE A MATERIAL RISK THAT THE ISSUER MAY BE TREATED AS A PUBLICLY TRADED PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES (AS REASONABLY DETERMINED BY THE ISSUER); AND (G) SUCH HOLDER WILL NOT SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF THIS NOTE (OR ANY INTEREST THEREIN) TO ANY SUBSEQUENT TRANSFEREE UNLESS, PRIOR TO SUCH ACTION, SUCH SUBSEQUENT TRANSFEREE SHALL HAVE EXECUTED AND DELIVERED TO THE REGISTRAR AND THE ADMINISTRATOR, AND ANY OF THEIR RESPECTIVE SUCCESSORS, AGENTS OR ASSIGNS, A TRANSFER CERTIFICATE IN SUBSTANTIALLY THE FORM OF THE TRANSFER CERTIFICATE SET FORTH IN THE APPLICABLE SERIES SUPPLEMENT. ANY TRANSFER IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AB INITIO. The required legends set forth above shall not be removed from the applicable Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes except as provided herein. The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF III and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Class A Note, Class B Note, Class C Note, Class D Note or Class E Note, as applicable, will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, HVF III shall deliver to the Trustee an Opinion of Counsel 12 stating that all conditions precedent to such legend removal have been complied with, and the Trustee at the direction of HVF III shall authenticate and deliver in exchange for such Restricted Note a Class A Note, Class B Note, Class C Note, Class D Note or Class E Note or Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes, as applicable, having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Restricted Note has been removed from a Class A Note, Class B Note, Class C Note, Class D Note or Class E Note as provided above, no other Note issued in exchange for all or any part of such Class A Note, Class B Note, Class C Note, Class D Note or Class E Note, as applicable, shall bear such legend, unless HVF III has reasonable cause to believe that such other Class A Note, Class B Note, Class C Note, Class D Note or Class E Note, as applicable, is a “restricted security” within the meaning of Rule 144A under the Securities Act and instructs the Trustee to cause a legend to appear thereon. The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person shall be made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any interest therein) for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (C) any 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 Code (“Similar Law”) or any entity whose underlying assets include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such Class A/B/C 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 result in a non-exempt violation of any Similar Law. The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person shall be made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that such transferee 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 Code), that is subject to Section 4975 of the Code, or (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), and if it is a 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, its acquisition and holding of such Class D Notes or any interest therein will not constitute a violation of any applicable Similar Law. The transfer by a Note Owner holding a beneficial interest in a Class E Note to another Person shall be made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that such transferee 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 Code), that is subject to Section 4975 of the Code, or (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), and if it is a 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, its acquisition and holding of such Class E Notes or any interest therein will not constitute a violation of any applicable Similar Law. 13 Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a Global Note will be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class A/B/C/D Note for its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes and not for distribution in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class A/B/C/D Note and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not purchasing for the account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is acquiring such Class A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S. Each transferee of any beneficial interest in any Class E Note that is represented by a Global Note will be deemed to have represented and agreed that such transferee is either (i) a QIB and is acquiring such Class E Note for its own account or as a fiduciary or agent for others (which others are also QIBs) or (ii) an Accredited Investor, and, in each case, is acquiring such Class E Note for investment purposes and not for distribution in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class E Note and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing such Class E Note. Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in the Series 2026-1 Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the Base Indenture. Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2026-1 Notes shall be due and payable on the Legal Final Payment Date. Section 2.5 Required Series Noteholders. In accordance with Section 2.3 (Series Supplement for each Series of Notes) of the Base Indenture, the Majority Series 2026-1 Noteholders shall be the “Required Series Noteholders” with respect to the Series 2026-1 Notes. Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest in the Class A/B/C/D/E Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture: Each Series 2026-1 Noteholder (and any Note Owner of any Series 2026-1 Note) will be required to (i) provide HVF III, the Trustee and their respective agents with any correct, complete and accurate information that may be required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to comply with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents deem necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii) promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. Each such holder agrees, or by acquiring such Series 2026-1 Note or an interest in such Series 2026-1 Note will be deemed to agree, that HVF III may provide such information and any other information regarding its investment in such Series 2026-1 Notes to the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law. Each Series 2026-1 Noteholder and Note Owner of any Series 2026-1 Notes also acknowledges that the failure to provide information requested in connection with FATCA may cause HVF III (or its agent) to withhold on payments to such Series 2026-1 Noteholder (or Note Owner of such Series 2026-1 Notes) in accordance with applicable law. Any amounts withheld in order to comply with FATCA will not be grossed up and will be deemed to have been paid in respect of the relevant Series 2026-1 Notes. 14 HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts otherwise distributable to any Series 2026-1 Noteholder sufficient funds for the payment of any such tax that, in their respective sole discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such authorization shall not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such legal proceedings), and to timely remit such amounts to the appropriate taxing authority. If any Series 2026-1 Noteholder or Note Owner of a Series 2026-1 Note wishes to apply for a refund of any such withholding tax, HVF III, the Trustee or such other Paying Agent shall reasonably cooperate with such Person in providing readily available information so long as such Person agrees to reimburse HVF III, the Trustee or such Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall impose an obligation, nor relieve any obligation imposed under applicable law, on the part of HVF III, the Trustee or any other Paying Agent to determine the amount of any tax or withholding obligation on their part or in respect of the Series 2026-1 Notes. ARTICLE III INTEREST AND INTEREST RATES Section 3.1 Interest. Each Class of Series 2026-1 Notes shall bear interest at the applicable Note Rate for such Class in accordance with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to such Payment Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3 (Application of Funds in the Series 2026-1 Interest Collection Account) are insufficient to pay the Class Interest Amount for any Class for any Payment Date, payments of such Class Interest Amount to the Noteholders of such Class will be reduced by the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class Deficiency Amount”), and interest shall accrue on any such Class Deficiency Amount at the applicable Note Rate in accordance with the definition of Class Interest Amount. ARTICLE IV SERIES-SPECIFIC COLLATERAL Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2026-1 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2026-1 Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired): each Series 2026-1 Account, including any security entitlement with respect to Financial Assets credited thereto, all funds, Financial Assets or other assets on deposit in each Series 2026-1 Account from time to time; all certificates and instruments, if any, representing or evidencing any or all of each Series 2026-1 Account, the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time; all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each Series 2026-1 Account, the items in the foregoing clauses (a) and (b) and this clause (c) with respect to such Series 2026-1 Account are referred to, collectively, as the “Series 2026-1 Account Collateral”); 15 each Class A/B/C/D/E Demand Note, including all certificates and instruments, if any, representing or evidencing each Class A/B/C/D/E Demand Note; and all Proceeds of any of the foregoing. Section 4.2 Series 2026-1 Accounts. With respect to the Series 2026-1 Notes only, the following shall apply: Establishment of Series 2026-1 Accounts. (i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the control of, the Trustee for the benefit of the Series 2026-1 Noteholders four securities accounts: the Series 2026-1 Principal Collection Account (such account, the “Series 2026-1 Principal Collection Account”), the Series 2026-1 Interest Collection Account (such account, the “Series 2026-1 Interest Collection Account”) and the Class A/B/C/D/E Reserve Account (such account, the “Class A/B/C/D/E Reserve Account”). (ii) On or prior to the date of any drawing under a Class A/B/C/D/E Letter of Credit pursuant to Section 5.7 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) or Section 5.10 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control of, the Trustee for the benefit of the Class A/B/C/D/E Noteholders, the Class A/B/C/D/E L/C Cash Collateral Account (the “Class A/B/C/D/E L/C Cash Collateral Account”). (iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the control of, the Trustee for the benefit of the Series 2026-1 Noteholders the Series 2026-1 Distribution Account (the “Series 2026-1 Distribution Account”, and together with the Series 2026-1 Principal Collection Account, the Series 2026-1 Interest Collection Account, the Series 2026-1 Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account, the “Series 2026-1 Accounts”). Series 2026-1 Account Criteria. (i) Each Series 2026-1 Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2026-1 Noteholders. (ii) Each Series 2026-1 Account shall be an Eligible Account. If any Series 2026-1 Account is at any time no longer an Eligible Account, HVF III shall, within ten (10) Business Days of an Authorized Officer of HVF III obtaining actual knowledge that such Series 2026-1 Account is no longer an Eligible Account, establish a new Series 2026-1 Account for such non-qualifying Series 2026-1 Account that is an Eligible Account, and if a new Series 2026-1 Account is so established, HVF III shall instruct the Trustee in writing to transfer all cash and investments from such non-qualifying Series 2026-1 Account into such new Series 2026-1 Account. Initially, each of the Series 2026-1 Accounts will be established with The Bank of New York Mellon. Administration of the Series 2026-1 Accounts. (i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2026-1 Account (other than the Series 2026-1 Distribution Account) to invest funds on deposit in such Series 2026-1 Account from time to time in Permitted Investments 16 in the name of the Trustee or the Securities Intermediary, and Permitted Investments shall be credited to the applicable Series 2026-1 Account; provided, however, that: A. any such investment in the Class A/B/C/D/E Reserve Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A/B/C/D/E Reserve Account); and B. any such investment in the Series 2026-1 Principal Collection Account, the Series 2026-1 Interest Collection Account or the Class A/B/C/D/E L/C Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such investment was made, unless in any such case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on such Payment Date. (ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. (iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2026-1 Accounts shall remain uninvested. Earnings from Series 2026-1 Accounts. With respect to each Series 2026-1 Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to Financial Assets credited to such Series 2026-1 Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof. Termination of Series 2026-1 Accounts. (i) On or after the date on which the Series 2026-1 Notes are fully paid, the Trustee, acting in accordance with the written instructions of HVF III, shall withdraw from each Series 2026-1 Account (other than the Class A/B/C/D/E L/C Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III. (ii) Upon the termination of this Series 2026-1 Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series 2026-1 Noteholders and payable from the Class A/B/C/D/E L/C Cash Collateral Account as provided herein, shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account all amounts on deposit therein and shall pay such amounts: A. first, pro rata to the Class A/B/C/D/E Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D/E Disbursements due and owing to such Class A/B/C/D/E Letter of Credit Providers, for application in accordance with the provisions of the respective Class A/B/C/D/E Letters of Credit, and B. second, to HVF III any remaining amounts. Section 4.3 Trustee as Securities Intermediary. With respect to each Series 2026-1 Account, the Trustee or other Person maintaining such Series 2026-1 Account shall be the “securities intermediary” (as defined in Section 8- 17 102(a)(14) of the New York UCC) and a “bank” (as defined in Section 9-102(a)(8) of the New York UCC) (the Trustee acting in such capacities, the “Securities Intermediary”) with respect to such Series 2026-1 Account. If the Securities Intermediary in respect of any Series 2026-1 Account is not the Trustee, HVF III shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 4.3 (Trustee as Securities Intermediary). The Securities Intermediary agrees that: (i) The Series 2026-1 Accounts are accounts to which Financial Assets will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Series 2026-1 Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2026-1 Account be registered in the name of HVF III, payable to the order of HVF III or specially endorsed to HVF III; (iii) All property delivered to the Securities Intermediary pursuant to this Series 2026- 1 Supplement and all Permitted Investments thereof will be promptly credited to the appropriate Series 2026-1 Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 2026-1 Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2026- 1 Accounts or any instruction with respect to the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction without further consent by HVF III or Administrator; (vi) The Series 2026-1 Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8-110 of the New York UCC), and the Series 2026-1 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of this Series 2026-1 Supplement, will not enter into, any agreement with any other Person relating to the Series 2026-1 Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series 2026-1 Supplement will not enter into, any agreement with HVF III purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v) (Trustee as Securities Intermediary); and (viii) Except for the claims and interest of the Trustee and HVF III in the Series 2026-1 Accounts, the Securities Intermediary knows of no claim to, or interest in, the Series 2026-1 Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) 18 against any Series 2026-1 Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF III thereof. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2026-1 Accounts and in all Proceeds thereof and shall be the only person authorized to originate Entitlement Orders (within the meaning of Section 9-304 and Section 8-110 of the New York UCC) in respect of the Series 2026-1 Accounts. Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2026-1 Accounts) or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1) of the New York UCC, with respect to any Series 2026-1 Account, the Securities Intermediary may satisfy the duty in Section 8-504(a) of the New York UCC with respect to any cash credited to such Series 2026-1 Account by crediting such Series 2026-1 Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such cash. Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2026-1 Accounts) or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2026-1 Account and any credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in Section 9-102(a)(8) of the New York UCC) if such Series 2026-1 Account is deemed not to constitute a securities account. Section 4.4 Demand Notes. Trustee Authorized to Make Demands. The Trustee, for the benefit of the Series 2026-1 Noteholders, shall be the only Person authorized to make a demand for payment on any Class A/B/C/D/E Demand Note. Modification of Class A/B/C/D/E Demand Note. Other than pursuant to a payment made upon a demand thereon by the Trustee pursuant to Section 5.7(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes), HVF III shall not reduce the amount of any Class A/B/C/D/E Demand Note or forgive amounts payable thereunder so that the aggregate undrawn principal amount of the Class A/B/C/D/E Demand Notes after such forgiveness or reduction is less than the greater of (i) the Class A/B/C/D/E Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50% of the Class A/B/C/D/E Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Class A/B/C/D/E Demand Notes) or an increase in the stated amount of any Class A/B/C/D/E Demand Note, HVF III shall not agree to any amendment of any Class A/B/C/D/E Demand Note without first obtaining the prior written consent of the Majority Series 2026-1 Controlling Class. Section 4.5 Subordination. The Series-Specific 2026-1 Collateral has been pledged to the Trustee to secure the Series 2026-1 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2026-1 Collateral and each Class A/B/C/D/E Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2026-1 Notes, and no Noteholder of any Series of Notes other than the Series 2026-1 Notes will have any right, title or interest in, to or under the Series- Specific 2026-1 Collateral or any Class A/B/C/D/E Letter of Credit. For the avoidance of doubt, if it is determined that the Series 2026-1 Noteholders have any right, title or interest in, to or under the Series- Specific Collateral with respect to any Series of Notes other than Series 2026-1 Notes, then the Series 2026- 1 Noteholders agree that their right, title and interest in, to or under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to such other Series of Notes, and in such case, this Series 2026-1 Supplement shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. 19 Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2026-1 Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the Series-Specific 2026-1 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2026-1 Collateral now existing or hereafter created. Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. ARTICLE V PRIORITY OF PAYMENTS Section 5.1 [Reserved]. Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2026-1 Deposit Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2026-1 Deposit Date, the Trustee shall apply, all amounts deposited into the Collection Account on such date as follows: (a) first, withdraw the Series 2026-1 Daily Interest Allocation, if any, for such date from the Collection Account and deposit such amount in the Series 2026-1 Interest Collection Account; and (b) second, withdraw the Series 2026-1 Daily Principal Allocation, if any, for such date from the Collection Account and deposit such amount into the Series 2026-1 Principal Collection Account. Section 5.3 Application of Funds in the Series 2026-1 Interest Collection Account. Subject to the Past Due Rental Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the Trustee shall apply, all amounts then on deposit in the Series 2026-1 Interest Collection Account (after giving effect to all deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2026-1 Principal Collection Account), 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) and 5.6 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)) as follows (and in each case only to the extent of funds available in the Series 2026-1 Interest Collection Account): (a) first, to the Series 2026-1 Distribution Account to pay to the Administrator the Series 2026-1 Capped Administrator Fee Amount with respect to such Payment Date; (b) second, to the Series 2026-1 Distribution Account to pay the Trustee the Series 2026-1 Capped Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the continuation of an Amortization Event, at the direction of the Majority Series 2026-1 Noteholders, the Series 2026-1 Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority Series 2026-1 Noteholders and the Trustee; (c) third, to the Series 2026-1 Distribution Account to pay the Persons to whom the Series 2026-1 Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed to each such Person), such Series 2026- 1 Capped Operating Expense Amounts owing to such Persons on such Payment Date; (d) fourth, to the Series 2026-1 Distribution Account to pay the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect to such Payment Date; 20 (e) fifth, to the Series 2026-1 Distribution Account to pay the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such Payment Date; (f) sixth, to the Series 2026-1 Distribution Account to pay the Class C Noteholders on a pro rata basis (based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such Payment Date; (g) seventh, to the Series 2026-1 Distribution Account to pay the Class D Noteholders on a pro rata basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect to such Payment Date; (h) eighth, to the Series 2026-1 Distribution Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date; (i) ninth, during the Series 2026-1 Revolving Period, other than on any such Payment Date on which a withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D/E Reserve Account Withdrawals), for deposit to the Class A/B/C/D/E Reserve Account in an amount equal to the Class A/B/C/D/E Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5 (Class A/B/C/D/E Reserve Account Withdrawals)); (j) tenth, to the Series 2026-1 Distribution Account to pay to the Administrator the Series 2026-1 Excess Administrator Fee Amount with respect to such Payment Date; (k) eleventh, to the Series 2026-1 Distribution Account to pay to the Trustee the Series 2026-1 Excess Trustee Fee Amount with respect to such Payment Date; (l) twelfth, to the Series 2026-1 Distribution Account to pay the Persons to whom the Series 2026-1 Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed to each such Person), such Series 2026-1 Excess Operating Expense Amounts owing to such Persons on such Payment Date; (m) thirteenth, during the Series 2026-1 Rapid Amortization Period, for deposit into the Series 2026-1 Principal Collection Account up to the amount necessary to pay the Series 2026-1 Notes in full; and (n) fourteenth, for deposit into the Series 2026-1 Principal Collection Account any remaining amount. Section 5.4 Application of Funds in the Series 2026-1 Principal Collection Account. Subject to the Past Due Rental Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the Series 2026-1 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) and 5.6 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)) as follows (and in each case only to the extent of funds available in the Series 2026-1 Principal Collection Account on such date): (a) first, if such date is a Payment Date, then for deposit into the Series 2026- 1 Interest Collection Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date; 21 (b) second, during the Series 2026-1 Revolving Period, for deposit into the Class A/B/C/D/E Reserve Account an amount equal to the Class A/B/C/D/E Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) and deposits to the Class A/B/C/D/E Reserve Account on such date pursuant to Section 5.3 (Application of Funds in the Series 2026-1 Interest Collection Account)); (c) third, if such date is a Redemption Date with respect to any Class of Series 2026-1 Notes, then for deposit into the Series 2026-1 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, all accrued Class Interest Amount for such Class through the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption Date; (d) fourth, if such date is a Payment Date during the Series 2026-1 Controlled Amortization Period, then for deposit into the Series 2026-1 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 Controlled Distribution Amount with respect to the Class A Notes on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class E Notes on such Payment Date; (e) fifth, during the Series 2026-1 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 2026-1 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 with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with respect to such date, (d) 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 (e) fifth, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, 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 2026-1 Distribution Account to be paid on the second 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 with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with respect to such date, (d) 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 (e) fifth, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date; (f) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under the Base Indenture, in each case to the extent that no 22 Potential Amortization Event with respect to the Series 2026-1 Notes exists as of such date or would occur as a result of such application; and (g) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for release to HVF III, will remain on deposit in the Series 2026-1 Principal Collection Account. Section 5.5 Class A/B/C/D/E Reserve Account Withdrawals. On each Payment Date, HVF III shall direct the Trustee in writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the Series 2026-1 Interest Collection Account) and 5.4 (Application of Funds in the Series 2026-1 Principal Collection Account)) in the Class A/B/C/D/E Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D/E Reserve Account): (a) first, to the Series 2026-1 Interest Collection Account an amount equal to the excess, if any, of the Series 2026-1 Payment Date Interest Amount for such Payment Date over the Series 2026-1 Payment Date Available Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the Class A/B/C/D/E Available Reserve Account Amount on such Payment Date, the “Class A/B/C/D/E Reserve Account Interest Withdrawal Shortfall”); (b) second, if the Class A/B/C/D/E Principal Deficit Amount is greater than zero on such Payment Date, then to the Series 2026-1 Principal Collection Account an amount equal to such Class A/B/C/D/E Principal Deficit Amount; and (c) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series 2026-1 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D/E Principal Amount in full on such Legal Final Payment Date, then to the Series 2026-1 Principal Collection Account, an amount equal to such insufficiency; provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written direction on such date. Section 5.6 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes. Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D/E Letters of Credit. If HVF III determines on the Business Day immediately preceding any Payment Date that on such Payment Date there will exist a Class A/B/C/D/E Reserve Account Interest Withdrawal Shortfall with respect to such Payment Date, then HVF III shall instruct the Trustee in writing on or prior to 3:00 p.m. (New York City time) on such Business Day to draw on the Class A/B/C/D/E Letters of Credit, if any, and, upon receipt of such notice by the Trustee, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day, draw an amount, as set forth in such notice, equal to the least of (i) such Class A/B/C/D/E Reserve Account Interest Withdrawal Shortfall, (ii) the Class A/B/C/D/E Letter of Credit Liquidity Amount as of such Payment Date and (iii) the Series 2026-1 Lease Interest Payment Deficit for such Payment Date, by presenting to each Class A/B/C/D/E Letter of Credit Provider a draft accompanied by a Class A/B/C/D/E Certificate of Credit Demand on the Class A/B/C/D/E Letters of Credit; provided, that if the Class A/B/C/D/E L/C Cash Collateral Account has been established and funded, then the Trustee shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account and deposit into the Series 2026-1 Interest Collection Account an amount as set forth 23 in such notice equal to the lesser of (1) the Class A/B/C/D/E 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/E 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/E Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B/C/D/E Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account into the Series 2026-1 Interest Collection Account on such Payment Date. Class A/B/C/D/E Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on Class A/B/C/D/E Letters of Credit. If HVF III determines on the Business Day immediately preceding any Payment Date that there will exist a Series 2026-1 Lease Principal Payment Deficit with respect to such Payment Date that exceeds the amount, if any, withdrawn from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals), then HVF III shall instruct the Trustee in writing on or prior to 3:00 p.m. (New York City time) on such Business Day to draw on the Class A/B/C/D/E Letters of Credit, if any, in an amount as set forth in such notice equal to the least of: (i) such excess; (ii) the Class A/B/C/D/E Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A/B/C/D/E Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class A/B/C/D/E Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals) and (y) on the Legal Final Payment Date, the excess, if any, of (i) the Class A/B/C/D/E Principal Amount over (ii) the amount to be deposited into the Series 2026-1 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2026-1 Supplement (other than this Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D/E Notes. Upon receipt of such notice by the Trustee from HVF III in respect of a Series 2026-1 Lease Principal Payment Deficit on the Business Day immediately preceding any Payment Date, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day, draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B/C/D/E Letters of Credit by presenting to each Class A/B/C/D/E Letter of Credit Provider a draft accompanied by a Class A/B/C/D/E Certificate of Credit Demand; provided however, that if the Class A/B/C/D/E L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D/E L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF III and (y) the Class A/B/C/D/E Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.7(a) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class A/B/C/D/E Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B/C/D/E Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account into the Series 2026-1 Principal Collection Account on such Payment Date. 24 Class A/B/C/D/E Principal Deficit Amount — Draws on Class A/B/C/D/E Demand Note. If (A) on any Determination Date, HVF III determines that the Class A/B/C/D/E Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account on such Payment Date pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals) and any draws on the Class A/B/C/D/E Letters of Credit on such Payment Date pursuant to Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class A/B/C/D/E Principal Amount exceeds the amount to be deposited into the Series 2026-1 Distribution Account (together with all amounts to be deposited therein pursuant to the terms of this Series 2026-1 Supplement (other than this Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D/E Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, HVF III shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-1 hereto (each a “Class A/B/C/D/E Demand Notice”) on Hertz for payment under the Class A/B/C/D/E Demand Note 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/E Principal Deficit Amount over the amount to be deposited into the Series 2026-1 Principal Collection Account in accordance with Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals) and Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and (y) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of (i) the Class A/B/C/D/E Principal Amount over (ii) the amount to be deposited into the Series 2026-1 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2026-1 Supplement (other than this Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D/E Notes, and (ii) the principal amount of the Class A/B/C/D/E Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Class A/B/C/D/E Demand Notice to Hertz; provided however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Class A/B/C/D/E Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Class A/B/C/D/E Demand Note to be deposited into the Series 2026-1 Principal Collection Account. Class A/B/C/D/E Principal Deficit Amount — Draws on Class A/B/C/D/E Letters of Credit. If (i) the Trustee shall have delivered a Class A/B/C/D/E Demand Notice as provided in Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2026-1 Distribution Account the amount specified in such Class A/B/C/D/E Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Class A/B/C/D/E Demand Notice, (ii) due to the occurrence of 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, the Trustee shall not have delivered such Class A/B/C/D/E Demand Notice to Hertz, or (iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D/E Letters of Credit, if any, by 12:00 noon (New York City time) on such Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Class A/B/C/D/E Demand Note, or the amount that the Trustee failed to demand for payment thereunder or the Preference Amount, as the case may be, and (ii) the Class A/B/C/D/E Letter of Credit Amount on such Business Day, in each case by presenting to each Class A/B/C/D/E Letter of Credit Provider a draft accompanied by a Class A/B/C/D/E Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a 25 Class A/B/C/D/E Certificate of Preference Payment Demand; provided however, that if the Class A/B/C/D/E L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D/E L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Class A/B/C/D/E Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class A/B/C/D/E Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B/C/D/E Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account into the Series 2026- 1 Principal Collection Account on such date.Draws on the Class A/B/C/D/E Letters of Credit. If there is more than one Class A/B/C/D/E Letter of Credit on the date of any draw on the Class A/B/C/D/E Letters of Credit pursuant to the terms of this Series 2026-1 Supplement (other than pursuant to Section 5.10(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account)), then HVF III shall instruct the Trustee, in writing, to draw on each Class A/B/C/D/E Letter of Credit an amount equal to the Pro Rata Share for such Class A/B/C/D/E Letter of Credit of such draw on such Class A/B/C/D/E Letter of Credit. Section 5.7 Past Due Rental Payments. On each Series 2026-1 Deposit Date, HVF III will direct the Trustee in writing, prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all Collections then on deposit representing Series 2026-1 Past Due Rent Payments and deposit such amount into the Series 2026-1 Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2026-1 Interest Collection Account and apply the Series 2026-1 Past Due Rent Payment in the following order: (i) if the occurrence of the related Series 2026-1 Lease Payment Deficit resulted in one or more Class A/B/C/D/E L/C Credit Disbursements being made under any Class A/B/C/D/E Letters of Credit, then pay to or at the direction of Hertz for reimbursement to each Class A/B/C/D/E Letter of Credit Provider who made such a Class A/B/C/D/E L/C Credit Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B/C/D/E Letter of Credit Provider’s Class A/B/C/D/E L/C Credit Disbursement and (y) such Class A/B/C/D/E Letter of Credit Provider’s pro rata portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D/E Letter of Credit Provider’s Class A/B/C/D/E L/C Credit Disbursement, of the amount of the Series 2026-1 Past Due Rent Payment; (ii) if the occurrence of such Series 2026-1 Lease Payment Deficit resulted in a withdrawal being made from the Class A/B/C/D/E L/C Cash Collateral Account, then deposit in the Class A/B/C/D/E L/C Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2026-1 Past Due Rent Payment remaining after any payments pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D/E L/C Cash Collateral Account on account of such Series 2026-1 Lease Payment Deficit; (iii) if the occurrence of such Series 2026-1 Lease Payment Deficit resulted in a withdrawal being made from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals), then deposit in the Class A/B/C/D/E Reserve Account an amount equal to the lesser of (x) the amount of the Series 2026-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D/E Reserve Account Deficiency Amount, if any, as of such day; and (iv) any remainder to be deposited into the Series 2026-1 Principal Collection Account. 26 Section 5.8 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account. Class A/B/C/D/E Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen (16) Business Days prior to the then scheduled Class A/B/C/D/E Letter of Credit Expiration Date with respect to any Class A/B/C/D/E Letter of Credit, excluding such Class A/B/C/D/E Letter of Credit from each calculation in clauses (i) through (iii) immediately below but taking into account any substitute Class A/B/C/D/E Letter of Credit that has been obtained from a Class A/B/C/D/E Eligible Letter of Credit Provider and is in full force and effect on such date: (i) the Series 2026-1 Asset Amount would be less than the Series 2026-1 Adjusted Asset Coverage Threshold Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); (ii) the Class A/B/C/D/E Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D/E Required Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); or (iii) the Class A/B/C/D/E Letter of Credit Liquidity Amount would be less than the Class A/B/C/D/E Demand Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E L/C Cash Collateral Account on such date); then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D/E Letter of Credit Expiration Date of: A. the greatest of: (i) the excess, if any, of the Series 2026-1 Adjusted Asset Coverage Threshold Amount over the Series 2026-1 Asset Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); (ii) the excess, if any, of the Class A/B/C/D/E Required Liquid Enhancement Amount over the Class A/B/C/D/E Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); and (iii) the excess, if any, of the Class A/B/C/D/E Demand Note Payment Amount over the Class A/B/C/D/E Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E L/C Cash Collateral Account on such date); provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such date, excluding from such calculation of each amount contained therein such Class A/B/C/D/E Letter of Credit but taking into account each substitute Class A/B/C/D/E Letter of Credit that has been obtained from a Class A/B/C/D/E Eligible Letter of Credit Provider and is in full force and effect on such date, and 27 B. the amount available to be drawn on such expiring Class A/B/C/D/E Letter of Credit on such date. Upon receipt of such notice by the Trustee on or prior to 3:00 p.m. (New York City time) on any Business Day, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 3:00 p.m. (New York City time), by 12:00 noon (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (A) and (B) above on such Class A/B/C/D/E Letter of Credit by presenting a draft accompanied by a Class A/B/C/D/E Certificate of Termination Demand and shall cause the Class A/B/C/D/E L/C Termination Disbursements to be deposited into the Class A/B/C/D/E L/C Cash Collateral Account. If the Trustee does not receive either notice from HVF III described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D/E Letter of Credit Expiration Date, then the Trustee, by 12:00 noon (New York City time) on the next following Business Day, shall draw the full amount of such Class A/B/C/D/E Letter of Credit by presenting a draft accompanied by a Class A/B/C/D/E Certificate of Termination Demand and shall cause the Class A/B/C/D/E L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D/E L/C Cash Collateral Account. Class A/B/C/D/E Letter of Credit Provider Downgrades. HVF III shall notify the Trustee in writing within one (1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any Class A/B/C/D/E Letter of Credit Provider has been downgraded such that such Class A/B/C/D/E Letter of Credit Provider would fail to qualify as a Class A/B/C/D/E Eligible Letter of Credit Provider were such Class A/B/C/D/E Letter of Credit Provider to issue a Class A/B/C/D/E Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D/E Letter of Credit Provider, a “Class A/B/C/D/E Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D/E Downgrade Event with respect to any Class A/B/C/D/E Letter of Credit Provider, or, if such date is not a Business Day, the next succeeding Business Day, HVF III shall notify the Trustee in writing (the “Class A/B/C/D/E Downgrade Withdrawal Amount Notice”) on such date of (i) the greatest of (A) the excess, if any, of the Series 2026-1 Adjusted Asset Coverage Threshold Amount over the Series 2026-1 Asset Amount, (B) the excess, if any, of the Class A/B/C/D/E Required Liquid Enhancement Amount over the Class A/B/C/D/E Adjusted Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D/E Demand Note Payment Amount over the Class A/B/C/D/E Letter of Credit Liquidity Amount, in the case of each of clauses (A) through (C) above, as of such date and excluding from the calculation of each amount referenced in such clauses such Class A/B/C/D/E Letter of Credit but taking into account each substitute Class A/B/C/D/E Letter of Credit that has been obtained from a Class A/B/C/D/E Eligible Letter of Credit Provider and is in full force and effect on such date, and (ii) the amount available to be drawn on such Class A/B/C/D/E Letter of Credit on such date (the lesser of such (i) and (ii), the “Class A/B/C/D/E Downgrade Withdrawal Amount”). Upon receipt by the Trustee on or prior to 3:00 p.m. (New York City time) on any Business Day, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 3:00 p.m. (New York City time), by 12:00 noon (New York City time) on the next following Business Day), shall draw on the Class A/B/C/D/E Letters of Credit issued by such Class A/B/C/D/E Letter of Credit Provider in an amount (in the aggregate) equal to the Class A/B/C/D/E Downgrade Withdrawal Amount specified in such notice by presenting a draft accompanied by a Class A/B/C/D/E Certificate of Termination Demand and shall cause the Class A/B/C/D/E L/C Termination Disbursement to be deposited into a Class A/B/C/D/E L/C Cash Collateral Account. Reductions in Stated Amounts of the Class A/B/C/D/E Letters of Credit. If the Trustee receives a written notice from HVF III, substantially in the form of Exhibit C-1 hereto, requesting a reduction in the stated amount of any Class A/B/C/D/E Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the Class A/B/C/D/E Letter of Credit Provider who issued such Class A/B/C/D/E Letter of Credit a Class A/B/C/D/E Notice of Reduction requesting a reduction in the stated amount of such Class A/B/C/D/E Letter of Credit in the amount 28 requested in such notice effective on the date set forth in such notice; provided, that on such effective date, immediately after giving effect to the requested reduction in the stated amount of such Class A/B/C//E Letter of Credit, (i) the Class A/B/C/D/E Adjusted Liquid Enhancement Amount will equal or exceed the Class A/B/C/D/E Required Liquid Enhancement Amount, (ii) the Class A/B/C/D/E Letter of Credit Liquidity Amount will equal or exceed the Class A/B/C/D/E Demand Note Payment Amount and (iii) no Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction. Class A/B/C/D/E L/C Cash Collateral Account Surpluses and Class A/B/C/D/E Reserve Account Surpluses. (i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, withdraw from the Class A/B/C/D/E Reserve Account an amount equal to the Class A/B/C/D/E Reserve Account Surplus, if any, and pay such Class A/B/C/D/E Reserve Account Surplus to HVF III. (ii) On each Payment Date on which there is a Class A/B/C/D/E L/C Cash Collateral Account Surplus, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to the limitations set forth in this Section 5.8(d) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account), withdraw the amount specified by HVF III from the Class A/B/C/D/E L/C Cash Collateral Account specified by HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account shall be limited to the least of (a) the Class A/B/C/D/E Available L/C Cash Collateral Account Amount on such Payment Date, (b) the Class A/B/C/D/E L/C Cash Collateral Account Surplus on such Payment Date and (c) the excess, if any, of the Class A/B/C/D/E Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D/E Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D/E L/C Cash Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account) shall be paid: first, to the Class A/B/C/D/E Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D/E Disbursements due and owing to such Class A/B/C/D/E Letter of Credit Providers in respect of the Class A/B/C/D/E Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D/E Letters of Credit, and second, to HVF III, any remaining amounts. Section 5.9 Certain Instructions to the Trustee. If on any date the Class A/B/C/D/E Principal Deficit Amount is greater than zero or HVF III determines that there exists a Series 2026-1 Lease Principal Payment Deficit, then HVF III shall promptly provide written notice thereof to the Trustee. On or before 3:00 p.m. (New York City time) on the Business Day immediately preceding each Payment Date, HVF III shall notify the Trustee of the amount of any Series 2026-1 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto (each a “Lease Payment Deficit Notice”). Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment. If HVF III fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2026-1 Account required to be given by HVF III, at the time specified herein or in any other 29 Series 2026-1 Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2026-1 Account without such notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to make such a payment or deposit. When any payment or deposit hereunder or under any other Series 2026-1 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to give instructions to draw on any Class A/B/C/D/E Letters of Credit with respect to a Class of Series 2026-1 Notes required to be given by HVF III, at the time specified in this Series 2026-1 Supplement, the Trustee shall draw on such Class A/B/C/D/E Letters of Credit with respect to such Class of Series 2026-1 Notes without such instruction from HVF III; provided, that HVF III, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Class A/B/C/D/E Letter of Credit. ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties): HVF III. HVF III represents and warrants that each of its representations and warranties in the Series 2026-1 Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and further represents and warrants, in each case for the benefit of the Trustee and the Series 2026-1 Noteholders, that: (i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2026-1 Notes, is continuing; and (ii) on the Series 2026-1 Closing Date, HVF III has furnished to the Trustee copies of all Series 2026-1 Related Documents to which it is a party as of the Series 2026-1 Closing Date, all of which are in full force and effect as of the Series 2026-1 Closing Date. Administrator. The Administrator represents and warrants that each representation and warranty made by it in each Series 2026-1 Related Document, is true and correct in all material respects as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). Section 6.2 Covenants. Each of HVF III and the Administrator severally covenants and agrees that, until the Series 2026-1 Notes have been paid in full, it shall: Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Series 2026-1 Related Document to which it is a party. Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2026-1 Notes to be (x) used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof) or (y) loaned to others for the purpose of purchasing or carrying any margin stock or (ii) amounts owed with respect to the Series 2026-1 Notes to be secured, directly or indirectly, by any margin stock. 30 Series 2026-1 Third-Party Market Value Procedures. Comply with the Series 2026-1 Third-Party Market Value Procedures in all material respects. Noteholder Statement AUP. On or prior to the Payment Date occurring in July 2026 and in July of each subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent consultants (which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report addressed to the Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents and records relating to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported upon by such firm of independent certified public accountants or independent consultants shall be those determined by the Administrator in its sole and absolute discretion. Financial Statements and Other Reporting. Solely with respect to HVF III, furnish or cause to be furnished to each Series 2026-1 Noteholder: (i) commencing on the Series 2026-1 Closing Date, within one hundred twenty (120) days after the end of each of Hertz’s fiscal years, 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; and (ii) commencing on the Series 2026-1 Closing Date, within sixty (60) days after the end of each of the first three quarters of each of Hertz’s fiscal years, 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, i… |
EX-10.2 · hvfiii2026-2xseriessuppl.htm
EX-10.2
hvfiii2026-2xseriessuppl.htm
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EX-10.2 · hvfiii2026-2xseriessuppl.htm EX-10.2 3 hvfiii2026-2xseriessuppl.htm EX-10.2 HERTZ VEHICLE FINANCING III LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary ____________ SERIES 2026-2 SUPPLEMENT dated as of May 28, 2026 to BASE INDENTURE dated as of June 29, 2021 ____________ $327,000,000 Series 2026-2 5.40% Rental Car Asset Backed Notes, Class A $48,000,000 Series 2026-2 6.08% Rental Car Asset Backed Notes, Class B $64,000,000 Series 2026-2 6.76% Rental Car Asset Backed Notes, Class C $38,000,000 Series 2026-2 8.60% Rental Car Asset Backed Notes, Class D $23,000,000 Series 2026-2 10.67% Rental Car Asset Backed Notes, Class E Execution Version TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS AND CONSTRUCTION ................................................................................ 2 Section 1.1 Defined Terms and References .................................................................................. 2 Section 1.2 Rules of Construction ................................................................................................ 2 ARTICLE II INITIAL ISSUANCE OF SERIES 2026-2 NOTES; FORM OF SERIES 2026-2 NOTES ............................................................................................................................................. 3 Section 2.1 Initial Issuance ........................................................................................................... 3 Section 2.2 Transfer Restrictions for Global Notes ...................................................................... 4 Section 2.3 Definitive Notes ....................................................................................................... 13 Section 2.4 Legal Final Payment Date ....................................................................................... 13 Section 2.5 Required Series Noteholders ................................................................................... 13 Section 2.6 FATCA .................................................................................................................... 13 ARTICLE III INTEREST AND INTEREST RATES ................................................................................ 14 Section 3.1 Interest ..................................................................................................................... 14 ARTICLE IV SERIES-SPECIFIC COLLATERAL ................................................................................... 14 Section 4.1 Granting Clause ....................................................................................................... 14 Section 4.2 Series 2026-2 Accounts ........................................................................................... 15 Section 4.3 Trustee as Securities Intermediary ........................................................................... 16 Section 4.4 Demand Notes ......................................................................................................... 18 Section 4.5 Subordination........................................................................................................... 18 Section 4.6 Duty of the Trustee .................................................................................................. 19 Section 4.7 Representations of the Trustee................................................................................. 19 ARTICLE V PRIORITY OF PAYMENTS ................................................................................................ 19 Section 5.1 [Reserved]. ............................................................................................................... 19 Section 5.2 Collections Allocation. ............................................................................................ 19 Section 5.3 Application of Funds in the Series 2026-2 Interest Collection Account ................. 19 Section 5.4 Application of Funds in the Series 2026-2 Principal Collection Account ............... 20 Section 5.5 Class A/B/C/D/E Reserve Account Withdrawals .................................................... 22 Section 5.6 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes .............. 22 Section 5.7 Past Due Rental Payments ....................................................................................... 25 Section 5.8 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account ............................................................................................................................. 26 Section 5.9 Certain Instructions to the Trustee ........................................................................... 28 Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment ............. 28 ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS ............................................................................................................................... 29 Section 6.1 Representations and Warranties .............................................................................. 29 Section 6.2 Covenants ................................................................................................................ 29 Section 6.3 Closing Conditions .................................................................................................. 31 Section 6.4 Further Assurances .................................................................................................. 31 ARTICLE VII AMORTIZATION EVENTS ............................................................................................. 32 Section 7.1 Amortization Events ................................................................................................ 32 ARTICLE VIII SUBORDINATION OF NOTES ...................................................................................... 34 Section 8.1 Subordination of Class B Notes ............................................................................... 34 Section 8.2 Subordination of Class C Notes ............................................................................... 34 Section 8.3 Subordination of Class D Notes .............................................................................. 35 TABLE OF CONTENTS (continued) Page (ii) Section 8.4 Subordination of Class E Notes ............................................................................... 35 Section 8.5 When Distribution Must be Paid Over .................................................................... 35 ARTICLE IX GENERAL ........................................................................................................................... 35 Section 9.1 Optional Redemption of the Series 2026-2 Notes ................................................... 35 Section 9.2 Information .............................................................................................................. 36 Section 9.3 Confidentiality ......................................................................................................... 36 Section 9.4 Ratification of Base Indenture ................................................................................. 37 Section 9.5 Notice to the Rating Agencies ................................................................................. 37 Section 9.6 Third Party Beneficiary ........................................................................................... 37 Section 9.7 Execution in Counterparts; Electronic Execution .................................................... 37 Section 9.8 Governing Law ........................................................................................................ 37 Section 9.9 Amendments ............................................................................................................ 37 Section 9.10 Administrator to Act on Behalf of HVF III ........................................................... 40 Section 9.11 Successors .............................................................................................................. 40 Section 9.12 Termination of Series Supplement ........................................................................ 40 Section 9.13 Electronic Execution .............................................................................................. 40 Section 9.14 Additional UCC Representations .......................................................................... 40 Section 9.15 Notices ................................................................................................................... 41 Section 9.16 Submission to Jurisdiction ..................................................................................... 42 Section 9.17 Waiver of Jury Trial .............................................................................................. 42 Section 9.18 Trustee Obligations under the Retention Requirements ........................................ 42 SCHEDULE I TO THE SERIES 2026-2 SUPPLEMENT ............................................................. 45 SCHEDULE II TO THE SERIES 2026-2 SUPPLEMENT ............................................................ 86 TABLE OF CONTENTS (continued) Page (iii) EXHIBITS AND SCHEDULES Schedule I Schedule II List of Defined Terms Monthly Noteholders’ Statement Information Exhibit A-1-1 Exhibit A-1-2 Exhibit A-2-1 Exhibit A-2-2 Exhibit A-3-1 Exhibit A-3-2 Exhibit A-4-1 Exhibit A-4-2 Exhibit A-5 Exhibit B-1 Exhibit B-2 Exhibit C-1 Exhibit D Exhibit E-1 Exhibit E-2 Exhibit E-3 Exhibit F-1 Form of Series 2026-2 144A Global Class A Note Form of Series 2026-2 Regulation S Global Class A Note Form of Series 2026-2 144A Global Class B Note Form of Series 2026-2 Regulation S Global Class B Note Form of Series 2026-2 144A Global Class C Note Form of Series 2026-2 Regulation S Global Class C Note Form of Series 2026-2 144A Global Class D Note Form of Series 2026-2 Regulation S Global Class D Note Form of Series 2026-2 144A Global Class E Note Form of Demand Notice Form of Class A/B/C/D/E Demand Note Form of Reduction Notice Request Class A/B/C/D/E Letter of Credit Form of Lease Payment Deficit Notice Form of Transfer Certificate: Certificate for Transfer of Class E Notes Form of Transfer Certificate from 144A Global Note to Regulation S Global Note Form of Transfer Certificate from Regulation S Global Note to 144A Global Note Form of Class A/B/C/D/E Letter of Credit SERIES 2026-2 SUPPLEMENT, dated as of May 28, 2026 (“Series 2026-2 Supplement”), among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability company established under the laws of Delaware (“HVF III”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator with respect to the Notes, the “Administrator”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Base Indenture, dated as of June 29, 2021 (as amended by Amendment No. 1 thereto, dated as of June 27, 2022, and as may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”), each between HVF III and the Trustee. PRELIMINARY STATEMENT WHEREAS, Section 2.3 (Series Supplement for each Series of Notes) of the Base Indenture provides, among other things, that HVF III and the Trustee may at any time and from time to time enter into a Series Supplement for the purpose of authorizing the issuance of one or more Series of Notes; WHEREAS, Hertz, in its capacity as Administrator, has joined in this Series 2026-2 Supplement to confirm certain representations, warranties and covenants made by it in such capacity for the benefit of the Series 2026-2 Noteholders; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: DESIGNATION There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series 2026-2 Supplement, and such Series of Notes is hereby designated as Series 2026-2 Rental Car Asset Backed Notes. On the Series 2026-2 Closing Date, the following classes of Series 2026-2 Rental Car Asset Backed Notes shall be issued: (i) the Series 2026-2 5.40% Rental Car Asset Backed Notes, Class A (as referred to herein, the “Class A Notes”); (ii) the Series 2026-2 6.08% Rental Car Asset Backed Notes, Class B (as referred to herein, the “Class B Notes”); (iii) the Series 2026-2 6.76% Rental Car Asset Backed Notes, Class C (as referred to herein, the “Class C Notes”); (iv) the Series 2026-2 8.60% Rental Car Asset Backed Notes, Class D (as referred to herein, the “Class D Notes”); and (v) the Series 2026-2 10.67% Rental Car Asset Backed Notes, Class E (as referred to herein, the “Class E Notes”). The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Class E Notes are referred to herein collectively as the “Series 2026-2 Notes” or the “Class A/B/C/D/E Notes”. The Class A/B/C Notes shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Class D Notes shall be issued in minimum denominations 2 of $250,000 and integral multiples of $1,000 in excess thereof. The Class E Notes shall be issued in minimum denominations of $3,250,000 and integral multiples of $1,000 in excess thereof. ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.1 Defined Terms and References. Capitalized terms used herein shall have the meanings assigned to such terms in Schedule I hereto, and if not defined therein, shall have the meanings assigned thereto in the Base Indenture. All Article, Section or Subsection references herein (including, for the avoidance of doubt, in Schedule I hereto) shall refer to Articles, Sections or Subsections of this Series 2026-2 Supplement, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2026-2 Notes and not to any other Series of Notes issued by HVF III. Unless otherwise stated herein, all references herein to the “Series 2026-2 Supplement” shall mean the Base Indenture, as supplemented hereby. Section 1.2 Rules of Construction. In this Series 2026-2 Supplement, including the preamble, recitals, attachments, schedules, annexes, exhibits and joinders hereto unless the context otherwise requires: the singular includes the plural and vice versa; references to an agreement or document shall include the preamble, recitals, all attachments, schedules, annexes, exhibits and joinders to such agreement or document, and are to such agreement or document (including all such attachments, schedules, annexes, exhibits and joinders to such agreement or document), as amended, supplemented, restated and otherwise modified from time to time and to any successor or replacement agreement or document, as applicable (unless otherwise stated); reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Series 2026-2 Supplement, and reference to any Person in a particular capacity only refers to such Person in such capacity; reference to any gender includes the other gender; reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; references to sections of the Code also refer to any successor sections; reference to any Related Document or other contract or agreement means such Related Document, contract or agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if such amendment, supplement or modification is permitted by the Base Indenture and the other applicable Related Documents; and the language used in this Series 2026-2 Supplement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party. 3 ARTICLE II INITIAL ISSUANCE OF SERIES 2026-2 NOTES; FORM OF SERIES 2026-2 NOTES Section 2.1 Initial Issuance. Initial Issuance of Series 2026-2 Notes. On the terms and conditions set forth in this Series 2026-2 Supplement, HVF III shall issue, and cause the Trustee to authenticate, the initial 2026- 2 Notes on the Series 2026-2 Closing Date. Such Series 2026-2 Notes shall: (i) have, with respect to each Class of Series 2026-2 Notes, the initial principal amount equal to the Class Initial Principal Amount for such Class, (ii) have, with respect to each Class of Series 2026-2 Notes, the interest rate set forth in the definition of Note Rate for such Class, (iii) be dated the Series 2026-2 Closing Date, (iv) have, with respect to each Class of Series 2026-2 Notes, the maturity date set forth in the definition of Legal Final Payment Date for such Class, (v) be rated by DBRS and Moody’s, and (vi) be duly authenticated in accordance with the provisions of the Base Indenture and this Series 2026-2 Supplement on the Series 2026-2 Closing Date. Form of the Series 2026-2 Notes. The Series 2026-2 Notes will be offered and sold by HVF III on the Series 2026-2 Closing Date pursuant to the Series 2026-2 Purchase Agreement. The Class A/B/C/D/E Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) solely in the case of the Class A/B/C/D Notes, Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Class A/B/C/D Notes following their initial resale may be transferred to (A) QIBs or (B) purchasers in reliance on Regulation S in accordance with the procedures described herein. The Class E Notes following the initial purchase may be transferred to QIBs in reliance on Rule 144A and to “accredited investors” within the meaning of Rule 501(a) under the Securities Act (“Accredited Investors”). The Series 2026-2 Notes will be Book-Entry Notes, and DTC will act as the Depository for the Series 2026-2 Notes. Initial Payment Date. Notwithstanding anything herein or in any Series 2026-2 Related Document to the contrary, the initial Payment Date with respect to the Series 2026-2 Notes shall be June 25, 2026. 144A Global Notes. Each Class of the Series 2026-2 Notes offered and sold in their initial distribution on the Series 2026-2 Closing Date in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth with respect to the Class A Notes in Exhibit A-1-1 to this Series 2026-2 Supplement, with respect to the Class B Notes in Exhibit A-2-1 to this Series 2026-2 Supplement, with respect to the Class C Notes in Exhibit A-3-1 to this Series 2026-2 Supplement, with respect to the Class D Notes in Exhibit A-4-1 to this Series 2026-2 Supplement, and with respect to the Class E Notes in Exhibit A-5 to this Series 2026- 2 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with BNY, as custodian of DTC (collectively, the “144A Global Notes”). Solely with respect to the Class A/B/C/D Notes, the aggregate principal amount of such 144A Global Note may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal amount of the corresponding class of Regulation S Global Notes, as hereinafter provided. Each 144A Global Note shall represent such of 4 the outstanding principal amount of the related Class of Series 2026-2 Notes as shall be specified in the schedule attached thereto, and each shall provide that it shall represent the aggregate principal amount of such Class of Series 2026-2 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2026-2 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such 144A Global Note. Any endorsement of a 144A Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of outstanding Series 2026-2 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes) hereof. Regulation S Global Notes. Each Class of the Class A/B/C/D Notes offered and sold on the Series 2026-2 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth with respect to the Class A Notes in Exhibit A-1-2 to this Series 2026-2 Supplement, with respect to the Class B Notes in Exhibit A-2-2 to this Series 2026-2 Supplement, with respect to the Class C Notes in Exhibit A-3-2 to this Series 2026-2 Supplement and with respect to the Class D Notes in Exhibit A-4-2 to this Series 2026-2 Supplement, in each case registered in the name of Cede & Co., as nominee of DTC, and deposited with BNY, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream (collectively, the “Regulation S Global Notes”). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding 144A Global Notes, as hereinafter provided. Each Regulation S Global Note shall represent such of the outstanding principal amount of the related Class of Series 2026-2 Notes as shall be specified in the schedule attached thereto and each shall provide that it shall represent the aggregate principal amount of such Class of Series 2026-2 Notes from time to time endorsed thereon and that the aggregate principal amount of such Class of outstanding Series 2026-2 Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such Regulation S Global Note. Any endorsement of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Class of outstanding Series 2026-2 Notes represented thereby shall be made by the Trustee in accordance with instructions given by HVF III thereof as required by Section 2.2 (Transfer Restrictions for Global Notes) hereof. For the avoidance of doubt, no interest in a Class E Note shall be represented by or in the form of a Regulation S Global Note. Section 2.2 Transfer Restrictions for Global Notes. A Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 2.2(a) (Transfer Restrictions for Global Notes) shall not prohibit any transfer of a Class A Note, a Class B Note, Class C Note or a Class D Note that is issued in exchange for the corresponding Global Note in accordance with Section 2.8 (Transfer and Exchange) of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 2.2 (Transfer Restrictions for Global Notes). The transfer by a Note Owner holding a beneficial interest in a 144A Global Note (other than a Class E Global Note) to a Person who wishes to take delivery thereof in the form of a beneficial interest in such 144A Global Note shall be made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF III as such transferee has 5 requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. Any transfer (including the initial transfer to the initial purchasers) of a Class E Note (or any beneficial interest therein) to any Person (a “Transferee”) who wishes to take delivery of such Class E Note (or any beneficial interest therein) shall be made upon receipt by the Administrator, and the Registrar, each at its respective office, of a certificate in substantially the form set forth in Exhibit E-1 hereto containing the representations of such Transferee. Any transfer that occurs without the relevant Transferee’s execution or delivery of the certificate referred to in the immediately preceding sentence will be void ab initio. If a Note Owner holding a beneficial interest in a 144A Global Note (other than a Class E Global Note) wishes at any time to exchange its interest in such 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 2.2(d) (Transfer Restrictions for Global Notes). Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such 144A Global Note to be so exchanged or transferred, (ii) a written order from HVF III containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit E-3 hereto given by the applicable Note Owner holding such beneficial interest in such 144A Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of the applicable 144A Global Note, and to increase the principal amount of the applicable Regulation S Global Note, by the principal amount of the beneficial interest in such 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in such Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such 144A Global Note was reduced upon such exchange or transfer. If a Note Owner holding a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding 144A Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the corresponding 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 2.2(e) (Transfer Restrictions for Global Notes). Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in such 144A Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred, (ii) a written order from HVF III containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest, and (iii) a certificate in substantially the form set forth in Exhibit E-4 hereto given by such Note Owner, as applicable, holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note and to increase the principal amount of such 144A Global Note, by the principal amount of the beneficial interest in such Regulation 6 S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in such 144A Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such exchange or transfer. The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and the “Customer Handbook” of Clearstream (collectively, the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes which are in the form of Class A Global Notes, Class B Global Notes, Class C Global Notes, Class D Global Notes or the Class E Notes, respectively. The Class A/B/C/D Notes represented by 144A Global Notes shall bear the following legend: 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 III LLC (“HVF III”), (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 III, 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. The Class A/B/C/D Notes represented by Regulation S Global Notes shall bear the following legend: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH 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 III LLC (“HVF III”) 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 POSSESSIONS OF THE UNITED STATES GOVERNING THE 7 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 III. All Class A/B/C/D Notes represented by Global Notes shall bear the following legend: 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 THE ISSUER 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 BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. All Class A/B/C/D/E Notes shall bear the following legend: THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES (OTHER THAN ANY NOTE AT ANY TIME HELD BY THE ISSUER OF SUCH NOTE AS DETERMINED FOR U.S. FEDERAL INCOME TAX PURPOSES OR ANY AFFILIATE THEREOF) 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. All Class A/B/C Notes represented by Global Notes shall bear the following legend: 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 8 (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”) 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) 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). IF A PROSPECTIVE TRANSFEREE OF THE NOTES OR ANY INTEREST THEREIN IS A BENEFIT PLAN, IT MUST REPRESENT (AND SHALL BE DEEMED TO REPRESENT) THAT NONE OF HERTZ VEHICLE FINANCING III LLC, THE INITIAL PURCHASERS OF THE NOTES OR THEIR RESPECTIVE AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR ANY REGULATION THEREUNDER) OF SUCH PROSPECTIVE TRANSFEREE WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THE NOTES OR AS A RESULT OF ANY EXERCISE BY IT OF ANY RIGHTS IN CONNECTION WITH THE NOTES (UNLESS A STATUTORY OR ADMINISTRATIVE EXEMPTION APPLIES (ALL OF THE APPLICABLE CONDITIONS OF WHICH ARE SATISFIED) OR THE TRANSACTION IS NOT OTHERWISE PROHIBITED), AND ANY COMMUNICATIONS FROM HVF III, THE INITIAL PURCHASERS OF THE NOTES AND THEIR RESPECTIVE AFFILIATES TO ANY PROSPECTIVE TRANSFEREE OF THE NOTES IS RENDERED SOLELY IN ITS CAPACITY AS THE SELLER OF THE NOTES AND NOT AS A FIDUCIARY TO ANY SUCH PROSPECTIVE TRANSFEREE. The Class D Notes shall bear the following legend: 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 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, OR (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) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A 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 9 PLAN, ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH CLASS D NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW. The Class E Notes shall bear the following legend: 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 III LLC ( “HVF III”) (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 EITHER (I) 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 OR (II) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A) UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUER, 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. A PROSPECTIVE TRANSFEREE OF THE CLASS E 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 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 OR (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) (THE PLANS AND ENTITIES DESCRIBED IN SUBSECTIONS (A) THROUGH (C), “BENEFIT PLANS”), AND IF IT IS A 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, ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF SUCH CLASS E NOTES (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE A NON-EXEMPT VIOLATION OF ANY APPLICABLE SIMILAR LAW. 10 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 III 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 BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER (INCLUDING THE INITIAL PURCHASER) OF THIS NOTE OR ANY BENEFICIAL INTEREST THEREIN AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY OTHER PERSON’S ACCOUNT FOR WHICH IT HAS PURCHASED THIS NOTE (OR ANY BENEFICIAL INTEREST THEREIN) THAT AT ALL TIMES (A) SUCH HOLDER IS, AND EACH OTHER PERSON ON BEHALF OF WHICH SUCH HOLDER ACQUIRED THIS NOTE OR ANY INTEREST THEREIN IS, A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE; (B)(1) EITHER (I) SUCH HOLDER 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 HOLDER IS OR BECOMES A FLOW-THROUGH ENTITY, THEN (X) AT ALL TIMES, LESS THAN 50% OF THE VALUE OF ANY BENEFICIAL OWNER’S DIRECT OR INDIRECT INTEREST IN SUCH HOLDER IS AND WILL BE ATTRIBUTABLE, IN THE AGGREGATE, TO SUCH HOLDER’S DIRECT OR INDIRECT INTEREST IN SUCH NOTE OR IN THE ISSUER, AND (Y) SUCH HOLDER IS NOT AND WILL NOT BE PART OF ANY ARRANGEMENT THE PRINCIPAL PURPOSE OF WHICH IS TO PERMIT SUCH HOLDER TO SATISFY THE 100-PARTNER LIMITATION OF U.S. TREASURY REGULATION SECTION 1.7704-1(h)(1)(ii), OR (2) SUCH HOLDER HAS DELIVERED A WRITTEN OPINION OF NATIONALLY RECOGNIZED U.S. TAX COUNSEL THAT THE TRANSFER OF SUCH NOTE TO SUCH HOLDER WILL NOT CAUSE THE ISSUER TO BE TREATED AS A PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR U.S. FEDERAL (AND APPLICABLE STATE AND/OR LOCAL) INCOME TAX PURPOSES; (C) SUCH HOLDER IS NOT ACQUIRING AND WILL NOT MARKET, SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF, SUFFER THE CREATION OF A LIEN ON OR CAUSE TO BE MARKETED THIS NOTE (OR ANY INTEREST THEREIN) IN A PRINCIPAL AMOUNT THAT IS LESS THAN THE CLASS E MINIMUM DENOMINATION, AS DEFINED IN THE SERIES 2026-2 SUPPLEMENT; (D) SUCH HOLDER WILL NOT ACQUIRE OR ENTER INTO ANY 11 FINANCIAL INSTRUMENT OR CONTRACT THE VALUE OF WHICH IS, OR PAYMENTS ON WHICH ARE, DETERMINED BY REFERENCE IN WHOLE OR IN PART TO THIS NOTE OR THE ISSUER (INCLUDING THE AMOUNT OF DISTRIBUTIONS OR PAYMENTS BY THE ISSUER, THE VALUE OF THE ASSETS OF THE ISSUER, OR THE RESULTS OF THE OPERATIONS OF THE ISSUER); (E) SUCH HOLDER IS NOT ACQUIRING AND WILL NOT MARKET, SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF, SUFFER THE CREATION OF A LIEN ON OR CAUSE TO BE MARKETED THIS NOTE (OR ANY INTEREST THEREIN) OR ANY EQUITY INTEREST IN THE ISSUER ON OR THROUGH AN “ESTABLISHED SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE INTERNAL REVENUE CODE AND U.S. TREASURY REGULATION SECTION 1.7704-1(b), INCLUDING, WITHOUT LIMITATION, AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS; (F) SUCH HOLDER WILL NOT MARKET, SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF, SUFFER THE CREATION OF A LIEN ON OR CAUSE TO BE MARKETED THIS NOTE (OR ANY INTEREST THEREIN) IF SUCH ACTION COULD REASONABLY BE EXPECTED TO (1) CAUSE THE COMBINED NUMBER OF HOLDERS OF (I) CLASS E NOTES OF THE ISSUER, (II) ANY OTHER DEBT OF THE ISSUER (X) FOR WHICH THE ISSUER HAS NOT RECEIVED AN OPINION THAT SUCH DEBT “WILL” BE TREATED AS DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES AND (Y) THAT WAS ISSUED WITH TRANSFER RESTRICTIONS AND CERTIFICATION REQUIREMENTS SUBSTANTIALLY SIMILAR TO THOSE APPLICABLE TO THIS NOTE WHICH RESTRICTIONS AND REQUIREMENTS HAVE NOT SINCE BEEN REMOVED AND (III) ANY OTHER INTERESTS THAT ARE TREATED AS EQUITY INTERESTS IN THE ISSUER FOR U.S. FEDERAL INCOME TAX PURPOSES TO EXCEED NINETY (90) OR (2) OTHERWISE CREATE A MATERIAL RISK THAT THE ISSUER MAY BE TREATED AS A PUBLICLY TRADED PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES (AS REASONABLY DETERMINED BY THE ISSUER); AND (G) SUCH HOLDER WILL NOT SELL, TRANSFER, EXCHANGE, ASSIGN, CONVEY, PARTICIPATE, PLEDGE OR OTHERWISE DISPOSE OF THIS NOTE (OR ANY INTEREST THEREIN) TO ANY SUBSEQUENT TRANSFEREE UNLESS, PRIOR TO SUCH ACTION, SUCH SUBSEQUENT TRANSFEREE SHALL HAVE EXECUTED AND DELIVERED TO THE REGISTRAR AND THE ADMINISTRATOR, AND ANY OF THEIR RESPECTIVE SUCCESSORS, AGENTS OR ASSIGNS, A TRANSFER CERTIFICATE IN SUBSTANTIALLY THE FORM OF THE TRANSFER CERTIFICATE SET FORTH IN THE APPLICABLE SERIES SUPPLEMENT. ANY TRANSFER IN VIOLATION OF THIS PARAGRAPH WILL BE VOID AB INITIO. The required legends set forth above shall not be removed from the applicable Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes except as provided herein. The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF III and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF III, that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Class A Note, Class B Note, Class C Note, Class D Note or Class E Note, as applicable, will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory evidence, HVF III shall deliver to the Trustee an Opinion of Counsel 12 stating that all conditions precedent to such legend removal have been complied with, and the Trustee at the direction of HVF III shall authenticate and deliver in exchange for such Restricted Note a Class A Note, Class B Note, Class C Note, Class D Note or Class E Note or Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes, as applicable, having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Restricted Note has been removed from a Class A Note, Class B Note, Class C Note, Class D Note or Class E Note as provided above, no other Note issued in exchange for all or any part of such Class A Note, Class B Note, Class C Note, Class D Note or Class E Note, as applicable, shall bear such legend, unless HVF III has reasonable cause to believe that such other Class A Note, Class B Note, Class C Note, Class D Note or Class E Note, as applicable, is a “restricted security” within the meaning of Rule 144A under the Securities Act and instructs the Trustee to cause a legend to appear thereon. The transfer by a Note Owner holding a beneficial interest in a Class A/B/C Note to another Person shall be made upon the deemed representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that either (i) such transferee is not, and is not acquiring or holding such Class A/B/C Notes (or any interest therein) for or on behalf, or with the assets, of, (A) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (B) any “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (C) any 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 Code (“Similar Law”) or any entity whose underlying assets include assets of any such plan, or (ii) such transferee’s purchase, continued holding and disposition of such Class A/B/C 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 result in a non-exempt violation of any Similar Law. The transfer by a Note Owner holding a beneficial interest in a Class D Note to another Person shall be made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that such transferee 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 Code), that is subject to Section 4975 of the Code, or (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), and if it is a 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, its acquisition and holding of such Class D Notes or any interest therein will not constitute a violation of any applicable Similar Law. The transfer by a Note Owner holding a beneficial interest in a Class E Note to another Person shall be made upon the representation of the transferee (and, for the avoidance of doubt, each such transferee shall be deemed to represent) that such transferee 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 Code), that is subject to Section 4975 of the Code, or (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), and if it is a 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, its acquisition and holding of such Class E Notes or any interest therein will not constitute a violation of any applicable Similar Law. 13 Each transferee of any beneficial interest in any Class A/B/C/D Note that is represented by a Global Note will be deemed to have represented and agreed that such transferee is either (A) a QIB and is acquiring such Class A/B/C/D Note for its own account or as a fiduciary or agent for others (which others are also QIBs) for investment purposes and not for distribution in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class A/B/C/D Note and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing such Class A/B/C/D Note, or (B) not a “U.S. person” (as defined in Regulation S) (and is not purchasing for the account or benefit of a “U.S. person” as defined in Regulation S), is outside the United States and is acquiring such Class A/B/C/D Note pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S. Each transferee of any beneficial interest in any Class E Note that is represented by a Global Note will be deemed to have represented and agreed that such transferee is either (i) a QIB and is acquiring such Class E Note for its own account or as a fiduciary or agent for others (which others are also QIBs) or (ii) an Accredited Investor, and, in each case, is acquiring such Class E Note for investment purposes and not for distribution in violation of the Securities Act, and it is able to bear the economic risk of an investment in such Class E Note and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing such Class E Note. Section 2.3 Definitive Notes. No Note Owner will receive a Definitive Note representing such Note Owner’s interest in the Series 2026-2 Notes other than in accordance with Section 2.13 (Definitive Notes) of the Base Indenture. Definitive Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 (Definitive Notes) of the Base Indenture. Section 2.4 Legal Final Payment Date. The Principal Amount of the Series 2026-2 Notes shall be due and payable on the Legal Final Payment Date. Section 2.5 Required Series Noteholders. In accordance with Section 2.3 (Series Supplement for each Series of Notes) of the Base Indenture, the Majority Series 2026-2 Noteholders shall be the “Required Series Noteholders” with respect to the Series 2026-2 Notes. Section 2.6 FATCA. In the event that a Note Owner receives a Definitive Note representing such Note Owner’s interest in the Class A/B/C/D/E Notes in accordance with Section 2.13 (Definitive Notes) of the Base Indenture: Each Series 2026-2 Noteholder (and any Note Owner of any Series 2026-2 Note) will be required to (i) provide HVF III, the Trustee and their respective agents with any correct, complete and accurate information that may be required under applicable law (or reasonably believed by HVF III to be required under applicable law) for such parties to comply with FATCA, (ii) take any other commercially reasonable actions that HVF III, the Trustee or their respective agents deem necessary to comply with FATCA and (iii) update any such information provided in the preceding clauses (i) or (ii) promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. Each such holder agrees, or by acquiring such Series 2026-2 Note or an interest in such Series 2026-2 Note will be deemed to agree, that HVF III may provide such information and any other information regarding its investment in such Series 2026-2 Notes to the U.S. Internal Revenue Service or other relevant governmental authority in accordance with applicable law. Each Series 2026-2 Noteholder and Note Owner of any Series 2026-2 Notes also acknowledges that the failure to provide information requested in connection with FATCA may cause HVF III (or its agent) to withhold on payments to such Series 2026-2 Noteholder (or Note Owner of such Series 2026-2 Notes) in accordance with applicable law. Any amounts withheld in order to comply with FATCA will not be grossed up and will be deemed to have been paid in respect of the relevant Series 2026-2 Notes. 14 HVF III, the Trustee and any other Paying Agent are hereby authorized to retain from amounts otherwise distributable to any Series 2026-2 Noteholder sufficient funds for the payment of any such tax that, in their respective sole discretion, is legally owed or required to be withheld by them, including in connection with FATCA (but such authorization shall not prevent HVF III from contesting any such tax in appropriate legal proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such legal proceedings), and to timely remit such amounts to the appropriate taxing authority. If any Series 2026-2 Noteholder or Note Owner of a Series 2026-2 Note wishes to apply for a refund of any such withholding tax, HVF III, the Trustee or such other Paying Agent shall reasonably cooperate with such Person in providing readily available information so long as such Person agrees to reimburse HVF III, the Trustee or such Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall impose an obligation, nor relieve any obligation imposed under applicable law, on the part of HVF III, the Trustee or any other Paying Agent to determine the amount of any tax or withholding obligation on their part or in respect of the Series 2026-2 Notes. ARTICLE III INTEREST AND INTEREST RATES Section 3.1 Interest. Each Class of Series 2026-2 Notes shall bear interest at the applicable Note Rate for such Class in accordance with the definition of Class Interest Amount. On each Payment Date, the Class Interest Amount with respect to such Payment Date shall be paid in accordance with the provisions hereof. If the amounts described in Section 5.3 (Application of Funds in the Series 2026-2 Interest Collection Account) are insufficient to pay the Class Interest Amount for any Class for any Payment Date, payments of such Class Interest Amount to the Noteholders of such Class will be reduced by the amount of such insufficiency (the aggregate amount, if any, of such insufficiency on such Payment Date, the “Class Deficiency Amount”), and interest shall accrue on any such Class Deficiency Amount at the applicable Note Rate in accordance with the definition of Class Interest Amount. ARTICLE IV SERIES-SPECIFIC COLLATERAL Section 4.1 Granting Clause. In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2026-2 Notes, HVF III hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2026-2 Noteholders, all of HVF III’s right, title and interest in and to the following (whether now or hereafter existing or acquired): each Series 2026-2 Account, including any security entitlement with respect to Financial Assets credited thereto, all funds, Financial Assets or other assets on deposit in each Series 2026-2 Account from time to time; all certificates and instruments, if any, representing or evidencing any or all of each Series 2026-2 Account, the funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time; all Proceeds of any and all of the foregoing clauses (a) and (b), including cash (with respect to each Series 2026-2 Account, the items in the foregoing clauses (a) and (b) and this clause (c) with respect to such Series 2026-2 Account are referred to, collectively, as the “Series 2026-2 Account Collateral”); 15 each Class A/B/C/D/E Demand Note, including all certificates and instruments, if any, representing or evidencing each Class A/B/C/D/E Demand Note; and all Proceeds of any of the foregoing. Section 4.2 Series 2026-2 Accounts. With respect to the Series 2026-2 Notes only, the following shall apply: Establishment of Series 2026-2 Accounts. (i) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the control of, the Trustee for the benefit of the Series 2026-2 Noteholders four securities accounts: the Series 2026-2 Principal Collection Account (such account, the “Series 2026-2 Principal Collection Account”), the Series 2026-2 Interest Collection Account (such account, the “Series 2026-2 Interest Collection Account”) and the Class A/B/C/D/E Reserve Account (such account, the “Class A/B/C/D/E Reserve Account”). (ii) On or prior to the date of any drawing under a Class A/B/C/D/E Letter of Credit pursuant to Section 5.7 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) or Section 5.10 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account), HVF III shall establish and maintain in the name of, and under the control of, the Trustee for the benefit of the Class A/B/C/D/E Noteholders, the Class A/B/C/D/E L/C Cash Collateral Account (the “Class A/B/C/D/E L/C Cash Collateral Account”). (iii) HVF III has established and maintained, and shall continue to maintain, in the name of, and under the control of, the Trustee for the benefit of the Series 2026-2 Noteholders the Series 2026-2 Distribution Account (the “Series 2026-2 Distribution Account”, and together with the Series 2026-2 Principal Collection Account, the Series 2026-2 Interest Collection Account, the Series 2026-2 Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account, the “Series 2026-2 Accounts”). Series 2026-2 Account Criteria. (i) Each Series 2026-2 Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2026-2 Noteholders. (ii) Each Series 2026-2 Account shall be an Eligible Account. If any Series 2026-2 Account is at any time no longer an Eligible Account, HVF III shall, within ten (10) Business Days of an Authorized Officer of HVF III obtaining actual knowledge that such Series 2026-2 Account is no longer an Eligible Account, establish a new Series 2026-2 Account for such non-qualifying Series 2026-2 Account that is an Eligible Account, and if a new Series 2026-2 Account is so established, HVF III shall instruct the Trustee in writing to transfer all cash and investments from such non-qualifying Series 2026-2 Account into such new Series 2026-2 Account. Initially, each of the Series 2026-2 Accounts will be established with The Bank of New York Mellon. Administration of the Series 2026-2 Accounts. (i) HVF III may instruct (by standing instructions or otherwise) any institution maintaining any Series 2026-2 Account (other than the Series 2026-2 Distribution Account) to invest funds on deposit in such Series 2026-2 Account from time to time in Permitted Investments 16 in the name of the Trustee or the Securities Intermediary, and Permitted Investments shall be credited to the applicable Series 2026-2 Account; provided, however, that: A. any such investment in the Class A/B/C/D/E Reserve Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A/B/C/D/E Reserve Account); and B. any such investment in the Series 2026-2 Principal Collection Account, the Series 2026-2 Interest Collection Account or the Class A/B/C/D/E L/C Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such investment was made, unless in any such case any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on such Payment Date. (ii) HVF III shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment. (iii) In the absence of written investment instructions hereunder, funds on deposit in the Series 2026-2 Accounts shall remain uninvested. Earnings from Series 2026-2 Accounts. With respect to each Series 2026-2 Account, all interest and earnings (net of losses and investment expenses) paid on funds on deposit in or on any security entitlement with respect to Financial Assets credited to such Series 2026-2 Account shall be deemed to be on deposit therein and available for distribution unless previously distributed pursuant to the terms hereof. Termination of Series 2026-2 Accounts. (i) On or after the date on which the Series 2026-2 Notes are fully paid, the Trustee, acting in accordance with the written instructions of HVF III, shall withdraw from each Series 2026-2 Account (other than the Class A/B/C/D/E L/C Cash Collateral Account) all remaining amounts on deposit therein and pay such amounts to HVF III. (ii) Upon the termination of this Series 2026-2 Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of HVF III, after the prior payment of all amounts due and owing to the Series 2026-2 Noteholders and payable from the Class A/B/C/D/E L/C Cash Collateral Account as provided herein, shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account all amounts on deposit therein and shall pay such amounts: A. first, pro rata to the Class A/B/C/D/E Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D/E Disbursements due and owing to such Class A/B/C/D/E Letter of Credit Providers, for application in accordance with the provisions of the respective Class A/B/C/D/E Letters of Credit, and B. second, to HVF III any remaining amounts. Section 4.3 Trustee as Securities Intermediary. With respect to each Series 2026-2 Account, the Trustee or other Person maintaining such Series 2026-2 Account shall be the “securities intermediary” (as defined in Section 8- 17 102(a)(14) of the New York UCC) and a “bank” (as defined in Section 9-102(a)(8) of the New York UCC) (the Trustee acting in such capacities, the “Securities Intermediary”) with respect to such Series 2026-2 Account. If the Securities Intermediary in respect of any Series 2026-2 Account is not the Trustee, HVF III shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 4.3 (Trustee as Securities Intermediary). The Securities Intermediary agrees that: (i) The Series 2026-2 Accounts are accounts to which Financial Assets will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Series 2026-2 Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2026-2 Account be registered in the name of HVF III, payable to the order of HVF III or specially endorsed to HVF III; (iii) All property delivered to the Securities Intermediary pursuant to this Series 2026- 2 Supplement and all Permitted Investments thereof will be promptly credited to the appropriate Series 2026-2 Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 2026-2 Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order or instructions from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2026- 2 Accounts or any instruction with respect to the disposition of funds therein, the Securities Intermediary shall comply with such entitlement order or instruction without further consent by HVF III or Administrator; (vi) The Series 2026-2 Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the New York UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 9-304 and Section 8-110 of the New York UCC), and the Series 2026-2 Accounts (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of this Series 2026-2 Supplement, will not enter into, any agreement with any other Person relating to the Series 2026-2 Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series 2026-2 Supplement will not enter into, any agreement with HVF III purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders or instructions (within the meaning of Section 9-104 of the New York UCC) as set forth in Section 4.3(b)(v) (Trustee as Securities Intermediary); and (viii) Except for the claims and interest of the Trustee and HVF III in the Series 2026-2 Accounts, the Securities Intermediary knows of no claim to, or interest in, the Series 2026-2 Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) 18 against any Series 2026-2 Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF III thereof. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2026-2 Accounts and in all Proceeds thereof and shall be the only person authorized to originate Entitlement Orders (within the meaning of Section 9-304 and Section 8-110 of the New York UCC) in respect of the Series 2026-2 Accounts. Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2026-2 Accounts) or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, the parties hereto agree that as permitted by Section 8-504(c)(1) of the New York UCC, with respect to any Series 2026-2 Account, the Securities Intermediary may satisfy the duty in Section 8-504(a) of the New York UCC with respect to any cash credited to such Series 2026-2 Account by crediting such Series 2026-2 Account a general unsecured claim against the Securities Intermediary, as a bank, payable on demand, for the amount of such cash. Notwithstanding anything in Section 4.1 (Granting Clause), Section 4.2 (Series 2026-2 Accounts) or this Section 4.3 (Trustee as Securities Intermediary) to the contrary, with respect to any Series 2026-2 Account and any credit balances not constituting Financial Assets credited thereto, the Securities Intermediary shall be acting as a bank (as defined in Section 9-102(a)(8) of the New York UCC) if such Series 2026-2 Account is deemed not to constitute a securities account. Section 4.4 Demand Notes. Trustee Authorized to Make Demands. The Trustee, for the benefit of the Series 2026-2 Noteholders, shall be the only Person authorized to make a demand for payment on any Class A/B/C/D/E Demand Note. Modification of Class A/B/C/D/E Demand Note. Other than pursuant to a payment made upon a demand thereon by the Trustee pursuant to Section 5.7(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes), HVF III shall not reduce the amount of any Class A/B/C/D/E Demand Note or forgive amounts payable thereunder so that the aggregate undrawn principal amount of the Class A/B/C/D/E Demand Notes after such forgiveness or reduction is less than the greater of (i) the Class A/B/C/D/E Letter of Credit Liquidity Amount as of the date of such reduction or forgiveness and (ii) an amount equal to 0.50% of the Class A/B/C/D/E Principal Amount as of the date of such reduction or forgiveness. Other than in connection with a reduction or forgiveness in accordance with the first sentence of this Section 4.4(b) (Modification of Class A/B/C/D/E Demand Notes) or an increase in the stated amount of any Class A/B/C/D/E Demand Note, HVF III shall not agree to any amendment of any Class A/B/C/D/E Demand Note without first obtaining the prior written consent of the Majority Series 2026-2 Controlling Class. Section 4.5 Subordination. The Series-Specific 2026-2 Collateral has been pledged to the Trustee to secure the Series 2026-2 Notes. For all purposes hereunder and for the avoidance of doubt, the Series-Specific 2026-2 Collateral and each Class A/B/C/D/E Letter of Credit will be held by the Trustee solely for the benefit of the Noteholders of the Series 2026-2 Notes, and no Noteholder of any Series of Notes other than the Series 2026-2 Notes will have any right, title or interest in, to or under the Series- Specific 2026-2 Collateral or any Class A/B/C/D/E Letter of Credit. For the avoidance of doubt, if it is determined that the Series 2026-2 Noteholders have any right, title or interest in, to or under the Series- Specific Collateral with respect to any Series of Notes other than Series 2026-2 Notes, then the Series 2026- 2 Noteholders agree that their right, title and interest in, to or under such Series-Specific Collateral shall be subordinate in all respects to the claims or rights of the Noteholders with respect to such other Series of Notes, and in such case, this Series 2026-2 Supplement shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. 19 Section 4.6 Duty of the Trustee. Except for actions expressly authorized by the Base Indenture or this Series 2026-2 Supplement, the Trustee shall take no action reasonably likely to impair the security interests created hereunder in any of the Series-Specific 2026-2 Collateral now existing or hereafter created or to impair the value of any of the Series-Specific 2026-2 Collateral now existing or hereafter created. Section 4.7 Representations of the Trustee. The Trustee represents and warrants to HVF III that the Trustee satisfies the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act. ARTICLE V PRIORITY OF PAYMENTS Section 5.1 [Reserved]. Collections Allocation. Subject to the Past Due Rental Payments Priorities, on each Series 2026-2 Deposit Date, HVF III shall direct the Trustee in writing to apply, and, on such Series 2026-2 Deposit Date, the Trustee shall apply, all amounts deposited into the Collection Account on such date as follows: (a) first, withdraw the Series 2026-2 Daily Interest Allocation, if any, for such date from the Collection Account and deposit such amount in the Series 2026-2 Interest Collection Account; and (b) second, withdraw the Series 2026-2 Daily Principal Allocation, if any, for such date from the Collection Account and deposit such amount into the Series 2026-2 Principal Collection Account. Section 5.3 Application of Funds in the Series 2026-2 Interest Collection Account. Subject to the Past Due Rental Payments Priorities, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and, on such Payment Date, the Trustee shall apply, all amounts then on deposit in the Series 2026-2 Interest Collection Account (after giving effect to all deposits thereto pursuant to Sections 5.4 (Application of Funds in the Series 2026-2 Principal Collection Account), 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) and 5.6 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)) as follows (and in each case only to the extent of funds available in the Series 2026-2 Interest Collection Account): (a) first, to the Series 2026-2 Distribution Account to pay to the Administrator the Series 2026-2 Capped Administrator Fee Amount with respect to such Payment Date; (b) second, to the Series 2026-2 Distribution Account to pay the Trustee the Series 2026-2 Capped Trustee Fee Amount with respect to such Payment Date; provided, that following the occurrence and during the continuation of an Amortization Event, at the direction of the Majority Series 2026-2 Noteholders, the Series 2026-2 Trustee Fee Amount shall not be subject to a cap or may be subject to an increased cap as determined by the Majority Series 2026-2 Noteholders and the Trustee; (c) third, to the Series 2026-2 Distribution Account to pay the Persons to whom the Series 2026-2 Capped Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed to each such Person), such Series 2026- 2 Capped Operating Expense Amounts owing to such Persons on such Payment Date; (d) fourth, to the Series 2026-2 Distribution Account to pay the Class A Noteholders on a pro rata basis (based on the amount owed to each such Class A Noteholder), the Class A Monthly Interest Amount with respect to such Payment Date; 20 (e) fifth, to the Series 2026-2 Distribution Account to pay the Class B Noteholders on a pro rata basis (based on the amount owed to each such Class B Noteholder), the Class B Monthly Interest Amount with respect to such Payment Date; (f) sixth, to the Series 2026-2 Distribution Account to pay the Class C Noteholders on a pro rata basis (based on the amount owed to each such Class C Noteholder), the Class C Monthly Interest Amount with respect to such Payment Date; (g) seventh, to the Series 2026-2 Distribution Account to pay the Class D Noteholders on a pro rata basis (based on the amount owed to each such Class D Noteholder), the Class D Monthly Interest Amount with respect to such Payment Date; (h) eighth, to the Series 2026-2 Distribution Account to pay the Class E Noteholders on a pro rata basis (based on the amount owed to each such Class E Noteholder), the Class E Monthly Interest Amount with respect to such Payment Date; (i) ninth, during the Series 2026-2 Revolving Period, other than on any such Payment Date on which a withdrawal has been made pursuant to Section 5.5(a) (Class A/B/C/D/E Reserve Account Withdrawals), for deposit to the Class A/B/C/D/E Reserve Account in an amount equal to the Class A/B/C/D/E Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5 (Class A/B/C/D/E Reserve Account Withdrawals)); (j) tenth, to the Series 2026-2 Distribution Account to pay to the Administrator the Series 2026-2 Excess Administrator Fee Amount with respect to such Payment Date; (k) eleventh, to the Series 2026-2 Distribution Account to pay to the Trustee the Series 2026-2 Excess Trustee Fee Amount with respect to such Payment Date; (l) twelfth, to the Series 2026-2 Distribution Account to pay the Persons to whom the Series 2026-2 Excess Operating Expense Amount with respect to such Payment Date are owing, on a pro rata basis (based on the amount owed to each such Person), such Series 2026-2 Excess Operating Expense Amounts owing to such Persons on such Payment Date; (m) thirteenth, during the Series 2026-2 Rapid Amortization Period, for deposit into the Series 2026-2 Principal Collection Account up to the amount necessary to pay the Series 2026-2 Notes in full; and (n) fourteenth, for deposit into the Series 2026-2 Principal Collection Account any remaining amount. Section 5.4 Application of Funds in the Series 2026-2 Principal Collection Account. Subject to the Past Due Rental Payments Priorities, on any Business Day, HVF III may direct the Trustee in writing to apply, and, on each Payment Date, HVF III shall direct the Trustee in writing to apply, and on each such date the Trustee shall apply, all amounts then on deposit in the Series 2026-2 Principal Collection Account on such date (after giving effect to all deposits thereto pursuant to Sections 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) and 5.6 (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)) as follows (and in each case only to the extent of funds available in the Series 2026-2 Principal Collection Account on such date): (a) first, if such date is a Payment Date, then for deposit into the Series 2026- 2 Interest Collection Account an amount equal to the Senior Interest Waterfall Shortfall Amount, if any, with respect to such Payment Date; 21 (b) second, during the Series 2026-2 Revolving Period, for deposit into the Class A/B/C/D/E Reserve Account an amount equal to the Class A/B/C/D/E Reserve Account Deficiency Amount, if any, for such date (calculated after giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) and deposits to the Class A/B/C/D/E Reserve Account on such date pursuant to Section 5.3 (Application of Funds in the Series 2026-2 Interest Collection Account)); (c) third, if such date is a Redemption Date with respect to any Class of Series 2026-2 Notes, then for deposit into the Series 2026-2 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, all accrued Class Interest Amount for such Class through the Redemption Date and any Make-Whole Premium with respect to such Class, in each case as of such Redemption Date; (d) fourth, if such date is a Payment Date during the Series 2026-2 Controlled Amortization Period, then for deposit into the Series 2026-2 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 Controlled Distribution Amount with respect to the Class A Notes on such Payment Date, (ii) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class B Notes on such Payment Date, (iii) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class C Notes on such Payment Date, (iv) fourth, pro rata, to all Class D Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class D Notes on such Payment Date and (v) fifth, pro rata, to all Class E Noteholders to the extent necessary to pay the Class Controlled Distribution Amount with respect to the Class E Notes on such Payment Date; (e) fifth, during the Series 2026-2 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 2026-2 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 with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with respect to such date, (d) 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 (e) fifth, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date, 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 2026-2 Distribution Account to be paid on the second 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 with respect to such date, (b) second, pro rata, to all Class B Noteholders to the extent necessary to pay the Class B Principal Amount with respect to such date, (c) third, pro rata, to all Class C Noteholders to the extent necessary to pay the Class C Principal Amount with respect to such date, (d) 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 (e) fifth, pro rata, to all Class E Noteholders to the extent necessary to pay the Class E Principal Amount with respect to such date; (f) sixth, used to pay, first, the principal amount of other Series of Notes that are then required to be paid and, second, at the option of HVF III, to pay the principal amount of other Series of Notes that may be paid under the Base Indenture, in each case to the extent that no 22 Potential Amortization Event with respect to the Series 2026-2 Notes exists as of such date or would occur as a result of such application; and (g) seventh, the balance, if any, will be released to or at the direction of HVF III or, if ineligible for release to HVF III, will remain on deposit in the Series 2026-2 Principal Collection Account. Section 5.5 Class A/B/C/D/E Reserve Account Withdrawals. On each Payment Date, HVF III shall direct the Trustee in writing, prior to 12:00 noon (New York City time) on such Payment Date, to apply, and the Trustee shall apply on such date, all amounts then on deposit (without giving effect to any deposits thereto pursuant to Sections 5.3 (Application of Funds in the Series 2026-2 Interest Collection Account) and 5.4 (Application of Funds in the Series 2026-2 Principal Collection Account)) in the Class A/B/C/D/E Reserve Account as follows (and in each case only to the extent of funds available in the Class A/B/C/D/E Reserve Account): (a) first, to the Series 2026-2 Interest Collection Account an amount equal to the excess, if any, of the Series 2026-2 Payment Date Interest Amount for such Payment Date over the Series 2026-2 Payment Date Available Interest Amount for such Payment Date (with respect to such Payment Date, the excess, if any, of such excess over the Class A/B/C/D/E Available Reserve Account Amount on such Payment Date, the “Class A/B/C/D/E Reserve Account Interest Withdrawal Shortfall”); (b) second, if the Class A/B/C/D/E Principal Deficit Amount is greater than zero on such Payment Date, then to the Series 2026-2 Principal Collection Account an amount equal to such Class A/B/C/D/E Principal Deficit Amount; and (c) third, if on the Legal Final Payment Date the amount to be distributed, if any, from the Series 2026-2 Distribution Account (prior to giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account pursuant to this clause) on such Legal Final Payment Date is insufficient to pay the Class A/B/C/D/E Principal Amount in full on such Legal Final Payment Date, then to the Series 2026-2 Principal Collection Account, an amount equal to such insufficiency; provided that, if no amounts are required to be applied pursuant to this Section 5.5 (Class A/B/C/D/E Reserve Account Withdrawals) on such date, then HVF III shall have no obligation to provide the Trustee such written direction on such date. Section 5.6 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes. Interest Deficit and Lease Interest Payment Deficit Events — Draws on Class A/B/C/D/E Letters of Credit. If HVF III determines on the Business Day immediately preceding any Payment Date that on such Payment Date there will exist a Class A/B/C/D/E Reserve Account Interest Withdrawal Shortfall with respect to such Payment Date, then HVF III shall instruct the Trustee in writing on or prior to 3:00 p.m. (New York City time) on such Business Day to draw on the Class A/B/C/D/E Letters of Credit, if any, and, upon receipt of such notice by the Trustee, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day, draw an amount, as set forth in such notice, equal to the least of (i) such Class A/B/C/D/E Reserve Account Interest Withdrawal Shortfall, (ii) the Class A/B/C/D/E Letter of Credit Liquidity Amount as of such Payment Date and (iii) the Series 2026-2 Lease Interest Payment Deficit for such Payment Date, by presenting to each Class A/B/C/D/E Letter of Credit Provider a draft accompanied by a Class A/B/C/D/E Certificate of Credit Demand on the Class A/B/C/D/E Letters of Credit; provided, that if the Class A/B/C/D/E L/C Cash Collateral Account has been established and funded, then the Trustee shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account and deposit into the Series 2026-2 Interest Collection Account an amount as set forth 23 in such notice equal to the lesser of (1) the Class A/B/C/D/E 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/E 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/E Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B/C/D/E Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account into the Series 2026-2 Interest Collection Account on such Payment Date. Class A/B/C/D/E Principal Deficit and Lease Principal Payment Deficit Events — Initial Draws on Class A/B/C/D/E Letters of Credit. If HVF III determines on the Business Day immediately preceding any Payment Date that there will exist a Series 2026-2 Lease Principal Payment Deficit with respect to such Payment Date that exceeds the amount, if any, withdrawn from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals), then HVF III shall instruct the Trustee in writing on or prior to 3:00 p.m. (New York City time) on such Business Day to draw on the Class A/B/C/D/E Letters of Credit, if any, in an amount as set forth in such notice equal to the least of: (i) such excess; (ii) the Class A/B/C/D/E Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A/B/C/D/E Letters of Credit on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date, the excess, if any, of the Class A/B/C/D/E Principal Deficit Amount over the amount, if any, withdrawn from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals) and (y) on the Legal Final Payment Date, the excess, if any, of (i) the Class A/B/C/D/E Principal Amount over (ii) the amount to be deposited into the Series 2026-2 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2026-2 Supplement (other than this Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D/E Notes. Upon receipt of such notice by the Trustee from HVF III in respect of a Series 2026-2 Lease Principal Payment Deficit on the Business Day immediately preceding any Payment Date, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day, draw an amount as set forth in such notice equal to the applicable amount set forth above on the Class A/B/C/D/E Letters of Credit by presenting to each Class A/B/C/D/E Letter of Credit Provider a draft accompanied by a Class A/B/C/D/E Certificate of Credit Demand; provided however, that if the Class A/B/C/D/E L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D/E L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF III and (y) the Class A/B/C/D/E Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.7(a) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class A/B/C/D/E Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B/C/D/E Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account into the Series 2026-2 Principal Collection Account on such Payment Date. 24 Class A/B/C/D/E Principal Deficit Amount — Draws on Class A/B/C/D/E Demand Note. If (A) on any Determination Date, HVF III determines that the Class A/B/C/D/E Principal Deficit Amount on the next succeeding Payment Date (after giving effect to any withdrawals from the Class A/B/C/D/E Reserve Account on such Payment Date pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals) and any draws on the Class A/B/C/D/E Letters of Credit on such Payment Date pursuant to Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)) will be greater than zero or (B) on the Determination Date related to the Legal Final Payment Date, HVF III determines that the Class A/B/C/D/E Principal Amount exceeds the amount to be deposited into the Series 2026-2 Distribution Account (together with all amounts to be deposited therein pursuant to the terms of this Series 2026-2 Supplement (other than this Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D/E Notes, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Payment Date, HVF III shall instruct the Trustee in writing (and provide the requisite information to the Trustee) to deliver a demand notice substantially in the form of Exhibit B-1 hereto (each a “Class A/B/C/D/E Demand Notice”) on Hertz for payment under the Class A/B/C/D/E Demand Note 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/E Principal Deficit Amount over the amount to be deposited into the Series 2026-2 Principal Collection Account in accordance with Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals) and Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and (y) on the Determination Date related to the Legal Final Payment Date, the excess, if any, of (i) the Class A/B/C/D/E Principal Amount over (ii) the amount to be deposited into the Series 2026-2 Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2026-2 Supplement (other than this Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes))) on the Legal Final Payment Date for payment of principal of the Class A/B/C/D/E Notes, and (ii) the principal amount of the Class A/B/C/D/E Demand Note. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, deliver such Class A/B/C/D/E Demand Notice to Hertz; provided however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of sixty (60) consecutive days) with respect to Hertz shall have occurred and be continuing, the Trustee shall not be required to deliver such Class A/B/C/D/E Demand Notice to Hertz. The Trustee shall cause the proceeds of any demand on the Class A/B/C/D/E Demand Note to be deposited into the Series 2026-2 Principal Collection Account. Class A/B/C/D/E Principal Deficit Amount — Draws on Class A/B/C/D/E Letters of Credit. If (i) the Trustee shall have delivered a Class A/B/C/D/E Demand Notice as provided in Section 5.6(c) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and Hertz shall have failed to pay to the Trustee or deposit into the Series 2026-2 Distribution Account the amount specified in such Class A/B/C/D/E Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Class A/B/C/D/E Demand Notice, (ii) due to the occurrence of 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, the Trustee shall not have delivered such Class A/B/C/D/E Demand Notice to Hertz, or (iii) there is a Preference Amount, then the Trustee shall draw on the Class A/B/C/D/E Letters of Credit, if any, by 12:00 noon (New York City time) on such Business Day in an amount equal to the lesser of: (i) the amount that Hertz failed to pay under the Class A/B/C/D/E Demand Note, or the amount that the Trustee failed to demand for payment thereunder or the Preference Amount, as the case may be, and (ii) the Class A/B/C/D/E Letter of Credit Amount on such Business Day, in each case by presenting to each Class A/B/C/D/E Letter of Credit Provider a draft accompanied by a Class A/B/C/D/E Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a 25 Class A/B/C/D/E Certificate of Preference Payment Demand; provided however, that if the Class A/B/C/D/E L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A/B/C/D/E L/C Cash Collateral Account an amount equal to the lesser of (x) the Class A/B/C/D/E L/C Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clauses (i) and (ii) immediately above and (y) the Class A/B/C/D/E Available L/C Cash Collateral Account Amount on such Business Day (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.6(a) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes) and Section 5.6(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E Demand Notes)), and the Trustee shall draw an amount equal to the remainder of such amount on the Class A/B/C/D/E Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A/B/C/D/E Letters of Credit and the proceeds of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account into the Series 2026- 2 Principal Collection Account on such date.Draws on the Class A/B/C/D/E Letters of Credit. If there is more than one Class A/B/C/D/E Letter of Credit on the date of any draw on the Class A/B/C/D/E Letters of Credit pursuant to the terms of this Series 2026-2 Supplement (other than pursuant to Section 5.10(b) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account)), then HVF III shall instruct the Trustee, in writing, to draw on each Class A/B/C/D/E Letter of Credit an amount equal to the Pro Rata Share for such Class A/B/C/D/E Letter of Credit of such draw on such Class A/B/C/D/E Letter of Credit. Section 5.7 Past Due Rental Payments. On each Series 2026-2 Deposit Date, HVF III will direct the Trustee in writing, prior to 1:00 p.m. (New York City time) on such date, to, and the Trustee shall, withdraw from the Collection Account all Collections then on deposit representing Series 2026-2 Past Due Rent Payments and deposit such amount into the Series 2026-2 Interest Collection Account, and immediately thereafter, the Trustee shall withdraw such amount from the Series 2026-2 Interest Collection Account and apply the Series 2026-2 Past Due Rent Payment in the following order: (i) if the occurrence of the related Series 2026-2 Lease Payment Deficit resulted in one or more Class A/B/C/D/E L/C Credit Disbursements being made under any Class A/B/C/D/E Letters of Credit, then pay to or at the direction of Hertz for reimbursement to each Class A/B/C/D/E Letter of Credit Provider who made such a Class A/B/C/D/E L/C Credit Disbursement an amount equal to the lesser of (x) the unreimbursed amount of such Class A/B/C/D/E Letter of Credit Provider’s Class A/B/C/D/E L/C Credit Disbursement and (y) such Class A/B/C/D/E Letter of Credit Provider’s pro rata portion, calculated on the basis of the unreimbursed amount of each such Class A/B/C/D/E Letter of Credit Provider’s Class A/B/C/D/E L/C Credit Disbursement, of the amount of the Series 2026-2 Past Due Rent Payment; (ii) if the occurrence of such Series 2026-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A/B/C/D/E L/C Cash Collateral Account, then deposit in the Class A/B/C/D/E L/C Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2026-2 Past Due Rent Payment remaining after any payments pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C/D/E L/C Cash Collateral Account on account of such Series 2026-2 Lease Payment Deficit; (iii) if the occurrence of such Series 2026-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A/B/C/D/E Reserve Account pursuant to Section 5.5(b) (Class A/B/C/D/E Reserve Account Withdrawals), then deposit in the Class A/B/C/D/E Reserve Account an amount equal to the lesser of (x) the amount of the Series 2026-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the Class A/B/C/D/E Reserve Account Deficiency Amount, if any, as of such day; and (iv) any remainder to be deposited into the Series 2026-2 Principal Collection Account. 26 Section 5.8 Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account. Class A/B/C/D/E Letter of Credit Expiration Date — Deficiencies. If as of the date that is sixteen (16) Business Days prior to the then scheduled Class A/B/C/D/E Letter of Credit Expiration Date with respect to any Class A/B/C/D/E Letter of Credit, excluding such Class A/B/C/D/E Letter of Credit from each calculation in clauses (i) through (iii) immediately below but taking into account any substitute Class A/B/C/D/E Letter of Credit that has been obtained from a Class A/B/C/D/E Eligible Letter of Credit Provider and is in full force and effect on such date: (i) the Series 2026-2 Asset Amount would be less than the Series 2026-2 Adjusted Asset Coverage Threshold Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); (ii) the Class A/B/C/D/E Adjusted Liquid Enhancement Amount would be less than the Class A/B/C/D/E Required Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); or (iii) the Class A/B/C/D/E Letter of Credit Liquidity Amount would be less than the Class A/B/C/D/E Demand Note Payment Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E L/C Cash Collateral Account on such date); then HVF III shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class A/B/C/D/E Letter of Credit Expiration Date of: A. the greatest of: (i) the excess, if any, of the Series 2026-2 Adjusted Asset Coverage Threshold Amount over the Series 2026-2 Asset Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); (ii) the excess, if any, of the Class A/B/C/D/E Required Liquid Enhancement Amount over the Class A/B/C/D/E Adjusted Liquid Enhancement Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E Reserve Account and the Class A/B/C/D/E L/C Cash Collateral Account on such date); and (iii) the excess, if any, of the Class A/B/C/D/E Demand Note Payment Amount over the Class A/B/C/D/E Letter of Credit Liquidity Amount, in each case as of such date (after giving effect to all deposits to, and withdrawals from, the Class A/B/C/D/E L/C Cash Collateral Account on such date); provided, that the calculations in each of clauses (A)(i) through (A)(iii) above shall be made on such date, excluding from such calculation of each amount contained therein such Class A/B/C/D/E Letter of Credit but taking into account each substitute Class A/B/C/D/E Letter of Credit that has been obtained from a Class A/B/C/D/E Eligible Letter of Credit Provider and is in full force and effect on such date, and 27 B. the amount available to be drawn on such expiring Class A/B/C/D/E Letter of Credit on such date. Upon receipt of such notice by the Trustee on or prior to 3:00 p.m. (New York City time) on any Business Day, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 3:00 p.m. (New York City time), by 12:00 noon (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (A) and (B) above on such Class A/B/C/D/E Letter of Credit by presenting a draft accompanied by a Class A/B/C/D/E Certificate of Termination Demand and shall cause the Class A/B/C/D/E L/C Termination Disbursements to be deposited into the Class A/B/C/D/E L/C Cash Collateral Account. If the Trustee does not receive either notice from HVF III described in above on or prior to the date that is fifteen (15) Business Days prior to each Class A/B/C/D/E Letter of Credit Expiration Date, then the Trustee, by 12:00 noon (New York City time) on the next following Business Day, shall draw the full amount of such Class A/B/C/D/E Letter of Credit by presenting a draft accompanied by a Class A/B/C/D/E Certificate of Termination Demand and shall cause the Class A/B/C/D/E L/C Termination Disbursements to be deposited into the applicable Class A/B/C/D/E L/C Cash Collateral Account. Class A/B/C/D/E Letter of Credit Provider Downgrades. HVF III shall notify the Trustee in writing within one (1) Business Day of an Authorized Officer of HVF III obtaining actual knowledge that any credit rating of any Class A/B/C/D/E Letter of Credit Provider has been downgraded such that such Class A/B/C/D/E Letter of Credit Provider would fail to qualify as a Class A/B/C/D/E Eligible Letter of Credit Provider were such Class A/B/C/D/E Letter of Credit Provider to issue a Class A/B/C/D/E Letter of Credit immediately following such downgrade (with respect to any Class A/B/C/D/E Letter of Credit Provider, a “Class A/B/C/D/E Downgrade Event”). On the thirtieth (30th) day after the occurrence of any Class A/B/C/D/E Downgrade Event with respect to any Class A/B/C/D/E Letter of Credit Provider, or, if such date is not a Business Day, the next succeeding Business Day, HVF III shall notify the Trustee in writing (the “Class A/B/C/D/E Downgrade Withdrawal Amount Notice”) on such date of (i) the greatest of (A) the excess, if any, of the Series 2026-2 Adjusted Asset Coverage Threshold Amount over the Series 2026-2 Asset Amount, (B) the excess, if any, of the Class A/B/C/D/E Required Liquid Enhancement Amount over the Class A/B/C/D/E Adjusted Liquid Enhancement Amount, and (C) the excess, if any, of the Class A/B/C/D/E Demand Note Payment Amount over the Class A/B/C/D/E Letter of Credit Liquidity Amount, in the case of each of clauses (A) through (C) above, as of such date and excluding from the calculation of each amount referenced in such clauses such Class A/B/C/D/E Letter of Credit but taking into account each substitute Class A/B/C/D/E Letter of Credit that has been obtained from a Class A/B/C/D/E Eligible Letter of Credit Provider and is in full force and effect on such date, and (ii) the amount available to be drawn on such Class A/B/C/D/E Letter of Credit on such date (the lesser of such (i) and (ii), the “Class A/B/C/D/E Downgrade Withdrawal Amount”). Upon receipt by the Trustee on or prior to 3:00 p.m. (New York City time) on any Business Day, the Trustee shall, no later than 5:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 3:00 p.m. (New York City time), by 12:00 noon (New York City time) on the next following Business Day), shall draw on the Class A/B/C/D/E Letters of Credit issued by such Class A/B/C/D/E Letter of Credit Provider in an amount (in the aggregate) equal to the Class A/B/C/D/E Downgrade Withdrawal Amount specified in such notice by presenting a draft accompanied by a Class A/B/C/D/E Certificate of Termination Demand and shall cause the Class A/B/C/D/E L/C Termination Disbursement to be deposited into a Class A/B/C/D/E L/C Cash Collateral Account. Reductions in Stated Amounts of the Class A/B/C/D/E Letters of Credit. If the Trustee receives a written notice from HVF III, substantially in the form of Exhibit C-1 hereto, requesting a reduction in the stated amount of any Class A/B/C/D/E Letter of Credit, then the Trustee shall within two (2) Business Days of the receipt of such notice deliver to the Class A/B/C/D/E Letter of Credit Provider who issued such Class A/B/C/D/E Letter of Credit a Class A/B/C/D/E Notice of Reduction requesting a reduction in the stated amount of such Class A/B/C/D/E Letter of Credit in the amount 28 requested in such notice effective on the date set forth in such notice; provided, that on such effective date, immediately after giving effect to the requested reduction in the stated amount of such Class A/B/C//E Letter of Credit, (i) the Class A/B/C/D/E Adjusted Liquid Enhancement Amount will equal or exceed the Class A/B/C/D/E Required Liquid Enhancement Amount, (ii) the Class A/B/C/D/E Letter of Credit Liquidity Amount will equal or exceed the Class A/B/C/D/E Demand Note Payment Amount and (iii) no Aggregate Asset Amount Deficiency will exist immediately after giving effect to such reduction. Class A/B/C/D/E L/C Cash Collateral Account Surpluses and Class A/B/C/D/E Reserve Account Surpluses. (i) On each Payment Date, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, withdraw from the Class A/B/C/D/E Reserve Account an amount equal to the Class A/B/C/D/E Reserve Account Surplus, if any, and pay such Class A/B/C/D/E Reserve Account Surplus to HVF III. (ii) On each Payment Date on which there is a Class A/B/C/D/E L/C Cash Collateral Account Surplus, HVF III may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of HVF III, shall, subject to the limitations set forth in this Section 5.8(d) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account), withdraw the amount specified by HVF III from the Class A/B/C/D/E L/C Cash Collateral Account specified by HVF III and apply such amount in accordance with the terms of this Section 5.8(d) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account). The amount of any such withdrawal from the Class A/B/C/D/E L/C Cash Collateral Account shall be limited to the least of (a) the Class A/B/C/D/E Available L/C Cash Collateral Account Amount on such Payment Date, (b) the Class A/B/C/D/E L/C Cash Collateral Account Surplus on such Payment Date and (c) the excess, if any, of the Class A/B/C/D/E Letter of Credit Liquidity Amount on such Payment Date over the Class A/B/C/D/E Demand Note Payment Amount on such Payment Date. Any amounts withdrawn from the Class A/B/C/D/E L/C Cash Collateral Account pursuant to this Section 5.8(d) (Class A/B/C/D/E Letters of Credit and Class A/B/C/D/E L/C Cash Collateral Account) shall be paid: first, to the Class A/B/C/D/E Letter of Credit Providers, to the extent that there are unreimbursed Class A/B/C/D/E Disbursements due and owing to such Class A/B/C/D/E Letter of Credit Providers in respect of the Class A/B/C/D/E Letters of Credit, for application in accordance with the provisions of the respective Class A/B/C/D/E Letters of Credit, and second, to HVF III, any remaining amounts. Section 5.9 Certain Instructions to the Trustee. If on any date the Class A/B/C/D/E Principal Deficit Amount is greater than zero or HVF III determines that there exists a Series 2026-2 Lease Principal Payment Deficit, then HVF III shall promptly provide written notice thereof to the Trustee. On or before 3:00 p.m. (New York City time) on the Business Day immediately preceding each Payment Date, HVF III shall notify the Trustee of the amount of any Series 2026-2 Lease Payment Deficit, such notification to be in the form of Exhibit D hereto (each a “Lease Payment Deficit Notice”). Section 5.10 HVF III’s Failure to Instruct the Trustee to Make a Deposit or Payment. If HVF III fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2026-2 Account required to be given by HVF III, at the time specified herein or in any other 29 Series 2026-2 Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2026-2 Account without such notice or instruction from HVF III; provided, that HVF III, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to make such a payment or deposit. When any payment or deposit hereunder or under any other Series 2026-2 Related Document is required to be made by the Trustee at or prior to a specified time, HVF III shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If HVF III fails to give instructions to draw on any Class A/B/C/D/E Letters of Credit with respect to a Class of Series 2026-2 Notes required to be given by HVF III, at the time specified in this Series 2026-2 Supplement, the Trustee shall draw on such Class A/B/C/D/E Letters of Credit with respect to such Class of Series 2026-2 Notes without such instruction from HVF III; provided, that HVF III, upon request of the Trustee, promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Class A/B/C/D/E Letter of Credit. ARTICLE VI REPRESENTATIONS AND WARRANTIES; COVENANTS; CLOSING CONDITIONS Section 6.1 Representations and Warranties. Each of HVF III and the Administrator hereby make the representations and warranties applicable to it as set forth below in this Section 6.1 (Representations and Warranties): HVF III. HVF III represents and warrants that each of its representations and warranties in the Series 2026-2 Related Documents is true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and further represents and warrants, in each case for the benefit of the Trustee and the Series 2026-2 Noteholders, that: (i) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2026-2 Notes, is continuing; and (ii) on the Series 2026-2 Closing Date, HVF III has furnished to the Trustee copies of all Series 2026-2 Related Documents to which it is a party as of the Series 2026-2 Closing Date, all of which are in full force and effect as of the Series 2026-2 Closing Date. Administrator. The Administrator represents and warrants that each representation and warranty made by it in each Series 2026-2 Related Document, is true and correct in all material respects as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). Section 6.2 Covenants. Each of HVF III and the Administrator severally covenants and agrees that, until the Series 2026-2 Notes have been paid in full, it shall: Performance of Obligations. Duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Series 2026-2 Related Document to which it is a party. Margin Stock. Not permit any (i) part of the proceeds of the sale of the Series 2026-2 Notes to be (x) used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof) or (y) loaned to others for the purpose of purchasing or carrying any margin stock or (ii) amounts owed with respect to the Series 2026-2 Notes to be secured, directly or indirectly, by any margin stock. 30 Series 2026-2 Third-Party Market Value Procedures. Comply with the Series 2026-2 Third-Party Market Value Procedures in all material respects. Noteholder Statement AUP. On or prior to the Payment Date occurring in July 2026 and in July of each subsequent year, the Administrator shall cause a firm of independent certified public accountants or independent consultants (which may be designated by the Administrator in its sole and absolute discretion) to deliver to HVF III, a report addressed to the Administrator and HVF III, summarizing the results of certain procedures with respect to certain documents and records relating to the Eligible Vehicles during the preceding calendar year. The procedures to be performed and reported upon by such firm of independent certified public accountants or independent consultants shall be those determined by the Administrator in its sole and absolute discretion. Financial Statements and Other Reporting. Solely with respect to HVF III, furnish or cause to be furnished to each Series 2026-2 Noteholder: (i) commencing on the Series 2026-2 Closing Date, within one hundred twenty (120) days after the end of each of Hertz’s fiscal years, 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; and (ii) commencing on the Series 2026-2 Closing Date, within sixty (60) days after the end of each of the first three quarters of each of Hertz’s fiscal years, 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,… |