Rep 2910015757

Case 20-11218-MFW Doc 1661 Filed 10/29/20 Page 1 of 53
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re
Chapter 11
Case No. 20-11218 (MFW)

The Hertz Corporation, et al.,1
(Jointly Administered)
Re: D.I. 1521, 1523, 1524, 1635, 1641, 1642,

1659
Debtors.
ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN DEBTOR-IN-POSSESSION

FINANCING AND GRANTING LIENS AND SUPERPRIORITY
ADMINISTRATIVE CLAIMS AND (II) GRANTING RELATED RELIEF
Upon the motion dated October 15, 2020 (the “Motion”) of The Hertz Corporation
(“THC” or the “DIP Borrower”) and its affiliated debtors, as debtors and debtors-in-possession
(collectively, with THC, the “Debtors”) in the above-captioned chapter 11 cases (the “Cases”),
seeking the entry of an order (this “DIP Order”) pursuant to sections 105, 361, 362, 363, and 364
of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy
Code”), Rules 2002, 4001, 6004, and 9014 of the Federal Rules of Bankruptcy Procedure (as
amended, the “Bankruptcy Rules”), and Rules 2002-1, 4001-2, 9006-1, and 9013-1 of the Local
Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District
of Delaware (the “Local Rules”) authorizing the Debtors to (A) obtain senior secured superpriority
debtor-in-possession financing and granting liens and superpriority administrative expense claims,
and (B) granting related relief, the Debtors sought, among other things, the following relief:
1
The last four digits of The Hertz Corporation’s tax identification number are 8568. The location of the Debtors’
service address is 8501 Williams Road, Estero, FL 33928. Due to the large number of debtors in these chapter 11
cases, which are jointly administered for procedural purposes, a complete list of the Debtors and the last four digits of
their federal tax identification numbers is not provided herein. A complete list of such information may be obtained
on the website of the Debtors’ claims and noticing agent at https://restructuring.primeclerk.com/hertz.
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(i) the Court’s authorization, pursuant to sections 363 and 364(c)(1), (2), (3),
and (d)(1) of the Bankruptcy Code, for the DIP Borrower to obtain a $1.65 billion senior secured
superpriority new money debtor-in-possession financing facility (the “DIP Facility;” and the loans
provided thereunder, the “DIP Loans”), and for those Debtors other than the DIP Borrower that
are “Guarantors” as defined in the DIP Credit Agreement (as defined below) (the “DIP
Guarantors,” and together with the DIP Borrower, the “DIP Loan Parties,” and each a “DIP
Loan Party”) to guarantee the performance of the obligations under the DIP Loan Documents (as
defined below) unconditionally and on a joint and several basis, which DIP Facility shall consist
of a multiple draw term loan credit facility in substantially the form of that certain Senior Secured
Superpriority Debtor-in-Possession Credit Agreement filed on October 29, 2020 (the “DIP Credit
Agreement”),2 and, collectively with this DIP Order, the Commitment Letter, the Administrative
Agency Fee Letter filed on October 28, 2020 [D.I. 1642] and the other Loan Documents (as defined
in the DIP Credit Agreement), in each case as amended, restated, supplemented, or otherwise
modified from time to time in accordance with paragraph 18(l) hereof, the “DIP Loan
Documents”) entered into by, among others, the DIP Borrower and DIP Guarantors, Barclays
Bank PLC, as administrative agent (in such capacity, the “DIP Agent”), and the lenders thereunder
(in each case, in such capacity and solely in such capacity, together with any successors and assigns
permitted under the DIP Credit Agreement, the “DIP Lenders” and, together with the DIP Agent,
the “DIP Secured Parties”), to be available, subject to the terms and conditions set forth in this
DIP Order and the other DIP Loan Documents, upon the entry of this DIP Order and thereafter
until the Termination Date (as defined below), in multiple draws as set forth in the DIP Credit
2
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the DIP Credit
Agreement (as defined below) or the First Day Declaration (as defined in the Motion).
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Agreement;
(ii) the Court’s authorization for the Debtors to enter into, execute and deliver
the DIP Credit Agreement and the other DIP Loan Documents to which they are party and to
perform such other and further acts as may be necessary or appropriate in connection therewith;
(iii) the Court’s authorization for the Debtors to grant to the DIP Agent, for the
benefit of the DIP Secured Parties, in respect of the DIP Obligations (as defined below), in each
case to the extent and subject to the terms and priorities set forth below and subject and subordinate
to the Carve-Out (as defined below), (A) a superpriority administrative expense claim pursuant to
section 364(c)(1) of the Bankruptcy Code that is pari passu with the Casualty Superpriority Claims
and (B) liens on and security interests in substantially all assets and property of the Debtors
pursuant to sections 364(c)(2), (c)(3), and (d)(1) of the Bankruptcy Code, which liens and security
interests shall be granted and effective upon entry of the DIP Order, but shall be subject to payment
in full and discharge of the Casualty Superpriority Claims (as defined in the Master Lease
Stipulation) in accordance with the Master Lease Stipulation;
(iv) the Court’s authorization for the Debtors to use the DIP Proceeds (as
defined below), which shall constitute “cash collateral,” as such term is defined in section 363 of
the Bankruptcy Code, solely of the DIP Secured Parties;
(v) the Court’s grant of Adequate Protection (as defined below);
(vi) waiver of the right to surcharge against the DIP Collateral or the Prepetition
Collateral (as defined herein) pursuant to section 506(c) of the Bankruptcy Code and a waiver of
the Debtors’ rights with respect to the “equities of the case” exception under section 552(b) of the
Bankruptcy Code, in each case effective as of the Petition Date; and
(vii) the modification or waiver by the Court of the automatic stay imposed by
section 362 of the Bankruptcy Code and any other applicable stay (including under Bankruptcy
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Rule 6004) to the extent necessary to implement and effectuate the terms and provisions of the
DIP Facility, this DIP Order, and the other DIP Loan Documents and to provide for the immediate
effectiveness of this DIP Order.
The Court having considered the Motion, the terms of the DIP Facility and the DIP Loan
Documents, the Declaration of Kenny Cheung in Further Support of Debtors’ Chapter 11 Cases
[D.I. 1516], the Declaration of William Q. Derrough in Support of the Debtors’ Motion Seeking
Entry of an Order (I) Authorizing the Debtors to Obtain Debtor-in-Possession Financing and
Granting Liens and Superpriority Administrative Claims, and (II) Granting Related Relief filed on
October 15, 2020 [D.I. 1524] (the “Initial Derrough Declaration”), the Supplemental
Declaration of William Q. Derrough in Support of the Debtors’ Motion Seeking Entry of an Order
(I) Authorizing the Debtors to Obtain Debtor-in-Possession Financing and Granting Liens and
Superpriority Administrative Claims, and (II) Granting Related Relief filed on October 28, 2020
[D.I. 1635] (the “Supplemental Derrough Declaration”), and the evidence submitted at the
hearing held before this Court on October 29, 2020 to consider entry of this DIP Order (the “DIP
Hearing”); and in accordance with Bankruptcy Rules 2002, 4001(b), (c), and (d), and 9014 and
Local Rule 4001-2, due and proper notice of the Motion and the DIP Hearing having been given;
and it appearing that no other or further notice need be provided; and it appearing that approval of
the relief requested in the Motion is fair and reasonable, and in the best interests of the Debtors,
their creditors, and their estates, essential for the continued and sustained operation of the Debtors’
businesses, and necessary to facilitate the Debtors’ Chapter 11 Cases and further enhance the
Debtors’ prospects for a successful restructuring; and all objections to the entry of this DIP Order
having been withdrawn, resolved, or overruled by the Court; and upon all of the proceedings had
before the Court; after due deliberation and consideration, and for good and sufficient cause
appearing therefor:
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THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND

CONCLUSIONS OF LAW:3
A. Petition Date. On May 22, 2020 (the “Petition Date”), the Debtors filed voluntary
petitions under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for
the District of Delaware (the “Court”). The Debtors have continued in the management and
operation of their businesses and properties as debtors-in-possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Cases.
B. Jurisdiction and Venue. The Court has jurisdiction over these proceedings,
pursuant to 28 U.S.C. § 1334. Consideration of the Motion constitutes a core proceeding under 28
U.S.C. § 157(b)(2). Venue for the Cases and the proceedings on the Motion is proper in this district
pursuant to 28 U.S.C. §§ 1408 and 1409. This Court may enter a final order consistent with Article
III of the United States Constitution, and the Debtors consent to entry of such order.
C. Committee Formation. On June 11, 2020, the Office of the United States Trustee
for the District of Delaware (the “U.S. Trustee”) appointed the official committee of unsecured
creditors (the “Committee”) pursuant to section 1102 of the Bankruptcy Code [D.I. 392].
D. Adequate Protection Orders. On May 27, 2020, the Court entered the Agreed
Interim Order (I) Authorizing Use of Cash Collateral and (II) Granting Adequate Protection and
Related Relief to Prepetition Secured Parties [D.I. 204] (the “First Interim Adequate Protection
Order”). On June 24, 2020, the Court entered the Second Agreed Order (I) Authorizing Use of
Cash Collateral and (II) Granting Adequate Protection and Related Relief to Prepetition Secured
3
The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant
to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that
any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the
following conclusions of law constitute findings of fact, they are adopted as such. Notwithstanding any findings of
fact and conclusions of law contained herein, nothing herein shall prejudice the Committee’s, the Ad Hoc Noteholder
Group’s, or any other party in interest’s ability to bring a Challenge Proceeding (as defined in the Third Interim
Adequate Protection Order).
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Parties [D.I. 559] (the “Second Interim Adequate Protection Order”). On August 25, 2020, the
Court entered the Third Agreed Order (I) Authorizing Use of Cash Collateral and (II) Granting
Adequate Protection and Related Relief to Prepetition Secured Parties [D.I. 1131] (the “Third
Interim Adequate Protection Order” and, together with the First Interim Adequate Protection
Order and the Second Interim Adequate Protection Order, the “Adequate Protection Orders”).
The Third Interim Adequate Protection Order shall remain in effect without amendment or
modification other than to the extent set forth herein.
E. Prepetition First Lien Obligations.
i. RAC Obligations. THC and the Subsidiary Borrowers (as defined in the RAC
Credit Agreement from time to time parties thereto, as borrowers, the several banks and other
financial institutions from time to time party thereto, as lenders, Barclays Bank PLC, as
administrative agent and collateral agent (in such capacities, the “RAC Loan Agent” and the RAC
Loan Agent together with the other Credit Facility Secured Parties (as defined in the Guarantee
and Collateral Agreement (as defined below)), the “RAC Secured Parties”) and the other parties
from time to time party thereto, are parties to that certain Credit Agreement, dated as of June 30,
2016 (as amended by the first amendment dated as of February 3, 2017, the second amendment
dated as of February 15, 2017, the third amendment dated as of November 2, 2017, the limited
waiver, forbearance and fourth amendment dated as of May 4, 2020, and as further amended,
restated, supplemented or otherwise modified as of the date hereof, the “RAC Credit
Agreement”, and the RAC Credit Agreement collectively with any other agreements and
documents executed or delivered in connection therewith, including the “Loan Documents” as
defined therein, and each as amended, restated, supplemented or otherwise modified as of the date
hereof, the “RAC Loan Documents”). All Obligations (as defined in the Guarantee and Collateral
Agreement of the RAC Loan Parties (as defined below)) in respect of the RAC Loan Documents,
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the Bank Products Agreements (as defined in the RAC Credit Agreement) entered into with Bank
Products Providers and Bank Products Affiliates (each as defined in the Guarantee and Collateral
Agreement) (collectively, the “First Lien Bank Products Agreements”), and Hedge Agreements
(as defined in the RAC Credit Agreement) entered into with Hedging Providers and Hedging
Affiliates (each as defined in the Guarantee and Collateral Agreement) (collectively, the “First
Lien Hedge Agreements”), shall collectively be referred to herein as the “RAC Obligations”.
THC, Rental Car Intermediate Holdings, LLC (“Holdings”) and certain of their subsidiaries that
are party to or otherwise obligated under the RAC Loan Documents are hereinafter collectively
referred to as the “RAC Loan Parties”.4
ii. $400 Million Letter of Credit Facility Due 2021. THC as applicant, the several
banks and other financial institutions from time to time party thereto as lenders and issuing lenders
and Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the “LC
Agent”, and together with the RAC Loan Agent, the “Prepetition First Lien Agents”), the LC
Agent, together with the other “L/C Secured Parties” (as defined in the Guarantee and Collateral
Agreement), the “LC Secured Parties”, and the LC Secured Parties, together with the RAC
Secured Parties, the “Prepetition First Lien Secured Parties”) are party to that certain Letter of
Credit Agreement, dated as of November 2, 2017 (as amended by the limited waiver, forbearance
and first amendment, dated as of May 4, 2020, and as further amended, restated, supplemented or
otherwise modified as of the date hereof, the “Letter of Credit Agreement”, and the Letter of
Credit Agreement collectively with any other agreements and documents executed or delivered in
connection therewith, including the “Credit Documents”, as defined therein, each as amended,
4
Barclays Bank PLC, in its capacity as administrative and collateral agent under the RAC Credit Agreement, on behalf
of itself and the other RAC Secured Parties, filed Claim No. 3664 on account of the RAC Obligations in the case of
Debtor THC, with substantially identical claims filed in the cases of THC’s affiliated Debtors.
7
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restated, supplemented or otherwise modified as of the date hereof, the “LC Credit Documents”,
together with the RAC Loan Documents, the First Lien Bank Products Agreements and the First
Lien Hedge Agreements, the “Prepetition First Lien Loan Documents”). All Obligations (as
defined in the Guarantee and Collateral Agreement) of the Debtors in respect of the LC Credit
Documents shall collectively be referred to herein as the “LC Obligations” (together with the
RAC Obligations, the “Prepetition First Lien Obligations”). THC, Holdings and certain of their
subsidiaries that are party to or otherwise obligated under the LC Credit Documents are hereinafter
collectively referred to as the “LC Loan Parties” and, together with the RAC Loan Parties, the
“Prepetition First Lien Loan Parties”.5
iii. Prepetition First Lien Collateral and Prepetition First Liens. THC, Holdings and
certain of their subsidiaries, as “Guarantors” (as defined in the Guarantee and Collateral
Agreement), have granted security interests in the Security Collateral (as defined in the Guarantee
and Collateral Agreement) to secure the Prepetition First Lien Obligations (the “Prepetition First
Lien Security Collateral”), pursuant to that certain Guarantee and Collateral Agreement, dated
as of June 30, 2016 (as amended by the Amended and Restated Guarantee and Collateral
Agreement, dated as of November 2, 2017, and as further amended, restated, supplemented or
otherwise modified through the date hereof, the “Guarantee and Collateral Agreement”) by and
among THC, Holdings and the other Guarantors from time to time party thereto in favor of
Barclays Bank PLC, as Common Collateral Agent (as defined therein). Additionally, each
Guarantor (as defined in the Guarantee and Collateral Agreement) has unconditionally and
irrevocably guaranteed the prompt and complete payment and performance of the Prepetition First
5
Barclays Bank PLC, in its capacity as administrative and collateral agent under the Letter of Credit Agreement, on
behalf of itself and the other LC Secured Parties, filed Claim No. 4464 on account of the LC Obligations in the case
of Debtor THC, with substantially identical claims filed in the cases of THC’s affiliated Debtors.
8
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Lien Obligations. Separately, certain of the Prepetition First Lien Loan Parties have granted liens
on certain real property owned in fee by such Prepetition First Lien Loan Parties by way of
mortgages, and/or deeds of trust in connection with the Prepetition First Lien Obligations (the
“Prepetition First Lien Mortgages”). Also, the Prepetition First Lien Loan Parties have granted
liens on certain risk retention interests of the Grantors (as defined in the Guarantee and Collateral
Agreement) and proceeds including distributions thereon (a) under the HVF II U.S. ABS Program,
(x) the Class RR Notes issued as part of the Series 2013-A Notes, a series of variable-funding
notes issued by Hertz Vehicle Financing II LP; and (y) the Class RR Notes issued as part of each
of the following series of medium-term notes issued by Hertz Vehicle Financing II LP (“HVF
II”): (i) Series 2017-1; (ii) Series 2017-2; (iii) Series 2018-1; (iv) Series 2018-2; (v) Series 2018-
3; (vi) Series 2019-1; (vii) Series 2019-2; and (viii) Series 2019-3; and (b) under the Donlen U.S.
ABS Program, the Class RR Notes issued as part of the Series 2013-2 Notes, a series of variable-
funding notes issued by Hertz Fleet Lease Funding LP, and (such notes described in clauses (a)
and (b), the “Risk Retention Interests”) and, together with the Prepetition First Lien Mortgages
and the Prepetition First Lien Security Collateral, the “Prepetition First Lien Collateral”, and
the liens, mortgages and other security interests in such Prepetition First Lien Collateral, the
“Prepetition First Liens”).6
iv. Senior Secured Second Priority Notes. THC, as issuer (the “Prepetition Notes
Issuer”), the Subsidiary Guarantors (as defined in the Prepetition Second Lien Indenture (as
defined below)) under the Prepetition Second Lien Indenture, BOKF National Association as
6
The Prepetition Secured Parties fully reserve their rights to assert liens, security interests and/or mortgages against
assets not expressly listed herein, and the Debtors, the Committee, and all other parties in interest fully reserve their
rights to contest any such assertion. For the avoidance of doubt and as set forth in paragraph 4(b) below, nothing
herein shall constitute a finding of the validity, priority, perfection, enforceability, avoidability, allowance, or the
extent of the Prepetition Secured Parties’ prepetition liens and claims.
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successor trustee to Wells Fargo Bank, National Association, as trustee (the “Prepetition Second
Lien Trustee”), and BOKF, National Association, as successor to Wells Fargo Bank, National
Association, as note collateral agent (the “Prepetition Second Lien Collateral Agent” and,
together with the Prepetition First Lien Agents, the “Prepetition Agents”), in each case for the
benefit of the “Holders” (as defined in the Prepetition Second Lien Indenture) (such Holders,
collectively with the Prepetition Second Lien Trustee, the Prepetition Second Lien Collateral
Agents, the “Prepetition Second Lien Secured Parties,” and together with the Prepetition First
Lien Secured Parties, the “Prepetition Secured Parties”) are party to that certain Indenture and
First Supplemental Indenture Establishing a Series of Notes, both dated as of June 6, 2017
(together, as amended, restated, amended and restated, supplemented, waived, or otherwise
modified as of the date hereof, the “Prepetition Second Lien Indenture,” and the Prepetition
Second Lien Indenture collectively with any other agreements and documents executed or
delivered in connection therewith, including the Prepetition Second Lien Collateral Agreement (as
defined below), and each such document as amended, restated, amended and restated,
supplemented, waived and/or otherwise modified as of the date hereof, the “Prepetition Second
Lien Notes Documents”, and together with the Prepetition First Lien Loan Documents, the
“Prepetition Loan Documents”). All Obligations (as defined in the Prepetition Second Lien
Indenture or the other Prepetition Second Lien Notes Documents) of the Debtors shall collectively
be referred to herein as the “Prepetition Second Lien Obligations”, and together with Prepetition
First Lien Loan Obligations, as the “Prepetition Loan Obligations”. The Prepetition Notes Issuer
issued those certain Senior Secured Second Priority Notes due 2022 in the original aggregate
principal amount of $1,250,000,000 pursuant to the Prepetition Second Lien Indenture (the
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“Prepetition Second Lien Notes”).7 As of the Petition Date, the aggregate outstanding principal
amount of the Prepetition Second Lien Obligations included the outstanding principal amount
under the Prepetition Second Lien Indenture totaling $350,000,000 plus all accrued and hereafter
accruing and unpaid interest thereon and any additional fees and expenses (including any
reasonable attorneys’, accountants’, appraisers’, and financial advisors’ fees and expenses that are
chargeable or reimbursable under the Prepetition Second Lien Indenture) to the extent permitted
under the applicable Prepetition Second Lien Notes Documents. THC and certain of its
subsidiaries, as “Grantors” (as defined in the Prepetition Second Lien Collateral Agreement) have
granted security interests in the Security Collateral (as defined in the Prepetition Second Lien
Collateral Agreement) to secure the Prepetition Second Lien Obligations (the “Prepetition Second
Lien Security Collateral”) pursuant to that certain Collateral Agreement, dated as of June 6, 2017
(as further amended, amended and restated, supplemented or otherwise modified through the date
hereof, the “Prepetition Second Lien Collateral Agreement”, and together with the Guarantee
and Collateral Agreement, the “Prepetition Collateral Agreements”) by THC and the other
Grantors from time to time party thereto in favor of BOKF, National Association as successor to
Wells Fargo Bank, National Association, as Note Collateral Agent (as defined therein). Separately,
certain of the Prepetition Notes Issuer and Subsidiary Guarantors have granted liens on certain real
property owned in fee by such Prepetition Notes Issuer and Subsidiary Guarantors by way of
mortgages, and/or deeds of trust in connection with the Prepetition Second Lien Obligations
(collectively with the Risk Retention Interests and the Prepetition Second Lien Security Collateral,
the “Prepetition Second Lien Collateral” and, together with the Prepetition First Lien Collateral,
7
BOKF, N.A., solely in its capacity as Second Lien Agent under the Prepetition Second Lien Notes Documents, filed
Claim No. 4266 on account of the Prepetition Second Lien Obligations in the case of Debtor THC.
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the “Prepetition Collateral”).
v. Intercreditor Agreements. The relative rights and lien and payment priorities, as
applicable, among the Prepetition First Lien Secured Parties with respect to the Prepetition First
Lien Secured Obligations are governed by that certain Collateral Agency and Intercreditor
Agreement, dated as of November 2, 2017 (as amended, amended and restated, supplemented or
otherwise modified as of the date hereof, the “Collateral Agency and Intercreditor Agreement”)
entered into by and among Barclays Bank PLC as (a) administrative agent and collateral agent
under the RAC Loan Documents and LC Credit Documents, and (b) common collateral agent for
the Prepetition First Lien Secured Parties and acknowledged and agreed to by THC, as borrower,
the Subsidiary Borrowers (as defined therein) and Subsidiary Guarantors (as defined therein) in
respect of the Prepetition First Liens. The relative rights and lien and payment priorities, as
applicable, between the Prepetition First Lien Secured Parties and the Prepetition Second Lien
Secured Parties with respect to the Prepetition First Lien Secured Obligations and the Prepetition
Second Lien Obligations are governed by that certain Intercreditor Agreement dated as of June 6,
2017 (as amended, amended and restated, supplemented or otherwise modified as of the date
hereof, the “Base Intercreditor Agreement” and, together with the Collateral Agency and
Intercreditor Agreement, the “Intercreditor Agreements”) entered into among Barclays Bank
PLC, as the collateral agent for the Prepetition First Lien Secured Parties, and BOKF, National
Association, as successor to Wells Fargo Bank, National Association, as note collateral agent
under the Prepetition Second Lien Collateral Agreement. The Intercreditor Agreements are
enforceable to the fullest extent provided by Section 510(a) of the Bankruptcy Code. The
Intercreditor Agreements provide that the holders of Prepetition First Lien Obligations and
Prepetition Second Lien Obligations are prohibited from objecting to a DIP financing provided by
or with the consent of lenders holding a majority of outstanding Prepetition First Lien Obligations
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(defined as the Required Secured Parties in the Collateral Agency and Intercreditor Agreement
and as the Senior Priority Secured Parties in the Base Intercreditor Agreement, the “Senior
Priority Secured Parties”) and, therefore, such other holders of Prepetition First Lien Obligations
and Prepetition Second Lien Obligations are bound by the terms of such DIP financing.
F. Master Lease Stipulation. On June 11, 2020, the Debtors filed the Debtors’
Motion for Order Rejecting Certain Unexpired Vehicle Leases Effective Nunc Pro Tunc to June
11, 2020 Pursuant to Sections 105 and 365(a) of the Bankruptcy Code [D.I. 390] (the “Rejection
Motion”). On July 24, 2020, the Debtors, the agent, the trustees, and certain lenders under the
HVF II ABS Program agreed to adjourn the hearing on the Rejection Motion sine die and resolve
certain matters related thereto in the Order Temporarily Resolving Certain Matters Related to the
Master Lease Agreement, Setting a Schedule for Further Litigation Related Thereto in 2021 and
Adjourning Hearing on the Debtors’ Motion for Order Rejecting Certain Unexpired Vehicle
Leases Effective Nunc Pro Tunc to June 11, 2020 Pursuant to Sections 105 and 365(a) of the
Bankruptcy Code (Docket No. 390) Sine Die [D.I. 805] (the “Master Lease Stipulation”).
G. Notice. Notice of the DIP Hearing and the relief requested in the Motion has been
provided by telecopy, email, overnight courier and/or hand delivery, to: (i) the U.S. Trustee; (ii)
the U.S. Notes Agent; (iii) the Senior Credit Agreement Agent; (iv) the administrative agent and
collateral agent under the L/C Facility; (v) the administrative agent under the ALOC Facility; (vi)
the successor trustee under the Promissory Notes; (vii) the U.S. ABS Agent; (viii) the indenture
trustee under the HFLF ABS Notes; (ix) the indenture trustee and collateral agent under the Hertz
Canadian Securitization Notes; (x) the lender under the Donlen Canadian Securitization Program;
(xi) the U.S. Notes Agent in its capacity as indenture trustee and collateral agent in respect of the
2L Notes; (xii) the ad hoc group of certain holders of the Company’s Senior Notes; (xiii) the
Committee; (xiv) the Internal Revenue Service; (xv) the Securities and Exchange Commission;
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(xvi) the United States Attorney for the District of Delaware; (xvii) all other parties asserting a lien
on or a security interest in the assets of the Debtors to the extent reasonably known to the Debtors;
and (xviii) any such other party entitled to receive notice pursuant to Bankruptcy Rule 2002. Under
the circumstances, such notice of the DIP Hearing and the relief requested in the Motion constitutes
due, sufficient, and appropriate notice and complies with section 102(1) of the Bankruptcy Code,
Bankruptcy Rules 2002 and 4001(b) and (c), and the Local Rules.
H. No Control. None of the DIP Secured Parties control the Debtors or their
properties or operations, have authority to determine any manner in which any Debtors’ operations
are conducted, or are control persons or insiders of the Debtors or any of their affiliates by virtue
of any of the actions taken with respect to, in connection with, related to, or arising from the DIP
Facility and/or the DIP Loan Documents.
I. No Claims or Causes of Action. As of the date hereof, there exist no claims or
causes of action against any of the DIP Secured Parties with respect to, in connection with, related
to, or arising from the DIP Loan Documents or the DIP Facility that may be asserted by the Debtors
or, to the Debtors’ knowledge, any other person or entity.
J. Need for Postpetition Financing and Use of DIP Proceeds. Good and sufficient
cause has been shown for (i) the entry of this DIP Order and for authorization of the DIP Loan
Parties to obtain financing pursuant to the DIP Credit Agreement (and the other DIP Loan
Documents) and (ii) the granting of Adequate Protection to the Prepetition Secured Parties in
connection therewith. As set forth in the Initial Derrough Declaration, the Debtors have an
immediate need to obtain credit pursuant to the DIP Facility (subject to the terms of this DIP Order
and the DIP Loan Documents) (i) for working capital and general corporate purposes of the
Debtors, including to make vehicle lease payments for vehicles in the U.S. and Canada used in the
operations of any DIP Loan Party (either directly or indirectly, through contribution or loans to the
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entities required to make such payments), to make Permitted Investments (subject to certain
limitations on Investments in Subsidiaries that are not DIP Loan Parties) and to pay administration
costs incurred in connection with the Chapter 11 Cases, (ii) to provide equity directly or indirectly
(including through capital contributions to special purpose vehicle entities) for the acquisition and
financing of vehicles in the U.S. and Canada used in the operations of any DIP Loan Party, (iii)
for the payment of debt service under the DIP Facility and for fees, costs, expenses and services
related to the DIP Loan Documents, and (iv) subject to the terms of the DIP Credit Agreement, for
any other purpose approved by the Court in this DIP Order or any other order(s) of the Court not
inconsistent with the terms of the DIP Credit Agreement. The ability of the Debtors to finance
their operations, to preserve and maintain the value of the Debtors’ assets, and to maximize the
return for all creditors and other stakeholders requires the availability of the DIP Facility and the
use of the proceeds of the DIP Facility and of any DIP Collateral (the “DIP Proceeds”), as well
as the continued use of other cash on hand, including any “cash collateral” as defined in section
363(a) of the Bankruptcy Code (the “Cash Collateral”). In the absence of the availability of funds
and liquidity provided by the DIP Facility in accordance with the terms hereof, the continued
operation of the Debtors’ businesses would not be possible, and serious and irreparable harm to
the Debtors and their estates and creditors would occur. Further, the possibility for a successful
restructuring would be jeopardized in the absence of the availability of funds in accordance with
the terms of this DIP Order. Accordingly, the Adequate Protection, as set forth herein, is
reasonable and necessary.
K. Consent by Prepetition Secured Parties. The DIP Lenders party to the
Commitment Letter constitute the Required Secured Parties under (and as defined in) the
Collateral Agency and Intercreditor Agreement and Senior Priority Secured Parties under (and as
defined in) the Base Intercreditor Agreement. Barclays Bank PLC, as the Common Collateral
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Agent under, and as defined in, the Collateral Agency and Intercreditor Agreement, acting at the
direction of the Required Secured Parties, has consented to the DIP Facility (including the granting
of the DIP Liens and DIP Superpriority Claim and the Carve-Out) on the terms and conditions set
forth in this DIP Order and, as such, each other Prepetition Agent party to the Collateral Agency
and Intercreditor Agreement is prohibited from objecting to the DIP Facility (including the
granting of the DIP Liens and DIP Superpriority Claim and the Carve-Out on the terms and
conditions set forth in this DIP Order) and no further consent is needed under the Base Intercreditor
Agreement.
L. No Credit Available on More Favorable Terms. As set forth in the Initial
Derrough Declaration and Supplemental Derrough Declaration, the Debtors have been unable to
obtain on more favorable terms and conditions than those provided in this DIP Order and in the
other DIP Loan Documents (i) adequate unsecured credit allowable under section 503(b)(1) of the
Bankruptcy Code as an administrative expense, (ii) credit for money borrowed solely with priority
over any or all administrative expenses of the kind specified in sections 503(b) or 507(b) of the
Bankruptcy Code, (iii) credit for money borrowed secured solely by a lien on property of the estate
that is not otherwise subject to a lien, or (iv) credit for money borrowed secured by a junior lien
on property of the estate which is subject to a lien. The Debtors are unable to obtain credit for
borrowed money on the same or more favorable terms, taken as a whole, without granting the DIP
Liens and the DIP Superpriority Claim (each, as defined below) to or for the benefit of the DIP
Secured Parties as and to the extent set forth in the DIP Loan Documents and herein.
M. Business Judgment and Good Faith Pursuant to Section 364(e).
(i) The terms and conditions of the DIP Facility and the DIP Loan Documents
and the fees paid and to be paid thereunder, as well as the Adequate Protection, are fair, reasonable,
and the best available under the circumstances, reflect the Debtors’ exercise of prudent business
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judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value
and consideration.
(ii) All obligations incurred, payments made, and transfers or grants of security
set forth in this DIP Order and the other DIP Loan Documents by any Debtor are made or granted
to or for the benefit of the DIP Secured Parties for fair consideration and reasonably equivalent
value, and are made or granted, contemporaneously with the making of the loans and/or
commitments and other financial accommodations secured thereby.
(iii) The DIP Facility and the DIP Loan Documents, as well as the Adequate
Protection, have been negotiated in good faith and at arm’s-length among the DIP Loan Parties,
the DIP Secured Parties, and the Senior Priority Secured Parties, and all of the DIP Loan Parties’
obligations and indebtedness arising under, in respect of, or in connection with, the DIP Facility
and the DIP Loan Documents, including, without limitation, all loans made to and guarantees
issued by the DIP Loan Parties pursuant to the DIP Loan Documents, and any DIP Obligations,
shall be deemed to have been extended by the DIP Agent and the DIP Lenders and their respective
affiliates in good faith, as that term is used in section 364(e) of the Bankruptcy Code and in express
reliance upon the protections offered by section 364(e) of the Bankruptcy Code, and the DIP Agent
and the DIP Lenders (and their successors and assigns) shall be entitled to the full protection of
section 364(e) of the Bankruptcy Code in the event that this DIP Order or any provision hereof is
vacated, reversed, or modified, on appeal or otherwise.
(iv) Solely in connection with the negotiation of the DIP Facility and the
Adequate Protection granted under this DIP Order, the Prepetition Secured Parties have acted in
good faith regarding the Debtors’ continued use of the Prepetition Collateral, including Cash
Collateral, to fund the administration of the Debtors’ estates and continued operation of their
business and in express reliance upon the protections offered by section 364(e) of the Bankruptcy
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Code, and the Prepetition Secured Parties (and their successors and assigns) shall be entitled, solely
in connection with the Adequate Protection granted under this DIP Order, to the full protection of
section 364(e) of the Bankruptcy Code in the event that this DIP Order, or any provision of this
DIP Order, is vacated, reversed or modified, on appeal or otherwise.
N. Relief Essential; Best Interest. The relief provided in this DIP Order is necessary,
essential, and appropriate for the continued operation of the Debtors’ businesses and the
management and preservation of the Debtors’ assets and property. It is in the best interest of the
Debtors’ estates, and consistent with the Debtors’ exercise of their fiduciary duties, that the DIP
Loan Parties be allowed to enter into the DIP Facility and the DIP Loan Documents, incur the DIP
Obligations, grant the liens and claims contemplated herein and under the DIP Loan Documents
to the DIP Secured Parties, use the DIP Proceeds as contemplated herein and under the other DIP
Loan Documents, and provide the Adequate Protection as set forth herein, including the Adequate
Protection Liens (as defined in the Third Interim Adequate Protection Order) and the Prepetition
Secured Parties’ 507(b) Claims (as defined in the Third Interim Adequate Protection Order), to
the extent of any diminution in value of the Prepetition Collateral, if any, resulting from the DIP
Facility, including, without limitation, the imposition of the priming DIP Liens on the Prepetition
Collateral and the Carve-Out.
O. Sections 506(c) and 552(b); No Marshaling. In light of the Prepetition Secured
Parties’ agreement to subordinate their liens and their claims constituting Prepetition Liens,
Adequate Protection Liens and Prepetition Secured Parties’ 507(b) Claims to the DIP Obligations
and the Carve-Out, the Prepetition Secured Parties (and, as provided in this DIP Order, the DIP
Secured Parties) are entitled to, as of the Petition Date, the following: (i) a waiver of the “equities
of the case” exception under section 552(b) of the Bankruptcy Code by the Debtors; (ii) a waiver
of the provisions of section 506(c) of the Bankruptcy Code, except to the extent of the Carve-Out;
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and (iii) not be subject to the equitable doctrine of “marshaling” or any similar doctrine with
respect to the DIP Collateral or the Prepetition Collateral. In addition, any recoveries resulting
from a final non-appealable order obtained by parties other than the Debtors applying the “equities
of the case” exception under 552(b) of the Bankruptcy Code shall be capped against the Prepetition
Secured Parties as set forth herein.
P. Permitted Liens. Nothing herein shall constitute a finding or ruling by this Court
that any alleged Senior Third Party Lien (as defined below) is valid, senior, enforceable, prior,
perfected, or non-avoidable. Moreover, nothing herein shall prejudice any rights of any party in
interest, including, but not limited to, any of the Debtors, the DIP Secured Parties, or the
Prepetition Secured Parties to challenge the validity, priority, enforceability, seniority,
avoidability, perfection, or extent of any alleged Senior Third Party Lien.
NOW, THEREFORE, on the Motion of the Debtors and the record before this
Court with respect to the Motion, including the record made during the DIP Hearing, and with the
consent of the Debtors, the Senior Priority Secured Parties, and the DIP Secured Parties, and good
and sufficient cause appearing therefor,
IT IS ORDERED THAT:
1. Motion Granted. The Motion is granted in accordance with the terms and
conditions set forth in this DIP Order. Any objections to the Motion, to the extent not withdrawn,
waived, or otherwise resolved, and all reservations of rights included therein, are hereby denied
and overruled.
2. DIP Facility.
(a) DIP Obligations, etc. The Debtors are expressly and immediately
authorized and empowered to enter into, execute and deliver, the DIP Loan Documents and to
incur and to perform all obligations under the DIP Loan Documents in accordance with and subject
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RLF1 24236980v.1
to this DIP Order and the other DIP Loan Documents, to enter into, to execute and/or deliver all
other related instruments, certificates, agreements, and documents, and to take all actions, which
may be reasonably required or otherwise necessary for the performance by the Debtors under the
DIP Facility, including the creation and perfection of the DIP Liens (as defined below). The
Debtors are hereby authorized to execute and deliver, and perform under, one or more non-material
amendments, waivers, consents or other modifications to and under the DIP Loan Documents (in
each case in accordance with the terms of the DIP Loan Documents and in such form as the Debtors
and the DIP Secured Parties may agree) in accordance with paragraph 18(l) hereof. The Debtors
are hereby authorized to pay all amounts described herein and in the other DIP Loan Documents
as such shall accrue and become due hereunder or thereunder, including, without limitation, the
reasonable and documented fees and expenses of the attorneys and other advisors (including
financial advisors) of the DIP Agent and the DIP Lenders, as and to the extent provided for herein
and in the other DIP Loan Documents (collectively, all loans, advances, extensions of credit,
financial accommodations, interest, fees (including transaction fees) and expenses, and other
liabilities and obligations (including, but not limited to, indemnities and similar obligations) in
respect of the DIP Facility and the DIP Loan Documents, the “DIP Obligations”); provided that
payment of any invoices for DIP Professional Fees (as defined herein) shall be subject to the notice
and objection provisions of paragraph 18(b) of this DIP Order. The DIP Loan Documents and all
DIP Obligations shall represent, constitute, and evidence, as the case may be, valid and binding
obligations of the Debtors, enforceable against the Debtors, their estates, and any successors
thereto in accordance with their terms. No obligation, payment, transfer, or grant of security under
the DIP Loan Documents as approved under this DIP Order shall be voided, voidable, or
recoverable under the Bankruptcy Code or under any applicable non-bankruptcy law, or subject to
any defense, reduction, setoff, recoupment, or counterclaim. The term of the DIP Facility shall
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RLF1 24236980v.1
commence on the date of entry of this DIP Order and shall end on the Termination Date, subject
to the terms and conditions set forth herein and in the other DIP Loan Documents.
(b) Authorization to Borrow, etc. In order to continue to operate its business,
subject to the terms and conditions of this DIP Order and the other DIP Loan Documents, the DIP
Borrower is hereby authorized to borrow under, and the DIP Guarantors are authorized to
guarantee, the DIP Facility up to an aggregate principal amount of $1,650,000,000.
(c) DIP Collateral. As used herein, “DIP Collateral” shall mean all now
owned or hereafter acquired assets and property in which the Debtors and their estates have an
interest, whether real or personal, tangible or intangible, whenever acquired, including, without
limitation, all assets and property pledged under the DIP Loan Documents and all cash, any
investment of such cash, inventory, accounts receivable, including intercompany accounts and
loans (and all rights associated therewith), capital contributions (whether or not a security is issued
therefor), other rights to payment whether arising before or after the Petition Date, contracts,
contract rights, chattel paper, goods, investment property, inventory, deposit accounts, “core
concentration accounts,” “cash collateral accounts,” and in each case all amounts on deposit
therein from time to time, equity interests in wholly-owned subsidiaries, securities accounts,
securities entitlements, securities, commercial tort claims, books, records, plants, equipment,
general intangibles, documents, instruments, interests in leases and leaseholds, interests in real
property, fixtures, payment intangibles, tax or other refunds, insurance proceeds, letters of credit,
letter of credit rights, supporting obligations, machinery and equipment, the Capital Stock and
equity interests in any Subsidiary (other than HIRE (Bermuda) Limited), any risk retention or other
over-collateralization interest in any HVF 2.5 ABS Facility, any HVF 3 ABS Facility, the
Postpetition Donlen ABS Facility or any other asset-backed securitization facility entered into by
any DIP Loan Party or Subsidiary thereof (subject to customary standstill provisions as may be
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AMERICAS 103366484
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required by such securitization documents), patents, copyrights, trademarks, tradenames, other
intellectual property, all licenses therefor, and all proceeds, rents, profits, products and
substitutions, if any, of any of the foregoing. For the avoidance of doubt, DIP Collateral shall
include (i) proceeds of any and all Avoidance Actions subject to paragraph 11 hereof, (ii) the
proceeds of non-residential real property leases and (iii) the proceeds from the sales of vehicles
that are owned by the Borrower or any other DIP Loan Party (but not direct proceeds from the
sales of vehicles owned by a non-Debtor). Notwithstanding the foregoing, DIP Collateral shall
not include (i) Excluded Assets, (ii) Avoidance Actions, (iii) non-residential real property leases
unless liens thereon would be expressly permitted by the applicable lease, (iv) any vehicles that
are not owned by the Debtors, (v) charges collected from customers that the Debtors are required
to hold in trust for the benefit of the authorities that operate airports and airport rental car facilities,
pursuant to the terms of the applicable concession agreement, local ordinance, or state law,
(vi) funds in the J.P. Morgan Chase Bank N.A. Lockbox Account (ending #4979) that have been
allocated to a syndication investor, (vii) any assets owned by, due to, or in possession of TCL
Funding LP, DTGC Car Rental LP, HC Limited Partnership, and Hertz Canada Vehicles
Partnership, or any proceeds thereof, and (viii) any cash in any bank account in the name of Hertz
Canada Limited or Dollar Thrifty Automotive Group Canada Inc. that is held in trust for the benefit
of TCL Funding LP, DTGC Car Rental LP, HC Limited Partnership, and Hertz Canada Vehicles
Partnership.
(d) DIP Liens. Subject and subordinate in all respects to the Carve-Out and to
payment in full and discharge of the Casualty Superpriority Claims in accordance with the Master
Lease Stipulation, the DIP Agent, for the benefit of itself and the DIP Lenders, is hereby granted
the following security interests and liens in order to secure the DIP Obligations, which security
interests and liens (the “DIP Liens”) shall be immediately valid, binding, perfected, continuing,
22
AMERICAS 103366484
RLF1 24236980v.1
enforceable, and non-avoidable upon the entry of this DIP Order:
(i) pursuant to section 364(c)(2) of the Bankruptcy Code, a valid,
binding, continuing, enforceable, fully-perfected first priority security interest in
and liens upon all DIP Collateral, whether existing on the Petition Date or thereafter
acquired, that, on or as of the Petition Date was not subject to valid, enforceable,
perfected, and non-avoidable liens (or perfected after the Petition Date to the extent
permitted by section 546(b) of the Bankruptcy Code);
(ii) pursuant to section 364(c)(3) of the Bankruptcy Code, a valid,
binding, continuing, enforceable, fully perfected junior priority security interest and
lien on all DIP Collateral that was subject to a valid, enforceable, perfected and
unavoidable lien or security interest in favor of any third party (other than the
Prepetition Secured Parties) that was in existence immediately prior to the Petition
Date (or which were valid and enforceable on the Petition Date and perfected
subsequent thereto as permitted by section 546(b) of the Bankruptcy Code) and
which remains subject to such valid, enforceable, perfected and non-avoidable lien
or security interest as of the date of entry of this DIP Order, which DIP Liens shall
be (A) junior only to any such lien or security interest referred to above in this
clause (ii) (collectively, the “Senior Third Party Liens”);8 and (B) senior to all
other liens on, and security interests in, the DIP Collateral; and
(iii) pursuant to section 364(d)(1) of the Bankruptcy Code, a valid,
binding, continuing, enforceable, fully perfected first priority priming security
8
All parties’ rights are reserved with respect to whether any liens on any DIP Collateral resulting from a
recharacterization claim are Senior Third Party Liens or can be nonconsensually primed by the DIP Liens.
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AMERICAS 103366484
RLF1 24236980v.1
interest and lien on all DIP Collateral, whether in existence on the Petition Date or
thereafter created, acquired, or arising and wherever located, subject only to the
Carve-Out, payment in full and discharge of the Casualty Superpriority Claims in
accordance with the Master Lease Stipulation and Senior Third Party Liens, if any.
(e) Other Provisions Relating to the DIP Liens. Notwithstanding anything
to the contrary set forth herein, no provision of this DIP Order shall (i) prime, create a right or
interest that is pari passu with, diminish, or affect any right (including any surety’s right of
subrogation), claim, lien, interest, or remedy at law or in equity of any surety for any of the Debtors
or any non-debtor affiliates of any of the Debtors as against any person, entity, asset, or the
proceeds thereof, whether arising under or in connection with surety bonds or instruments issued
by any such surety, or arising under contract, statute or by operation of law, by virtue of equitable
lien, equitable subrogation or otherwise, all of which rights, claims, liens, interests, defenses, and
remedies are not waived or released and are reserved without limitation or (ii) prime or make
subordinate to any liens granted to any party hereby any valid, perfected and unavoidable statutory
liens held by the Texas Taxing Authorities (as defined in The Texas Taxing Authorities’ Objection
to the Debtors’ Motion Seeking Entry of an Order (I) Authorizing the Debtors to Obtain Debtor-
in-Possession Financing and Granting Liens and Superpriority Administrative Claims, and (II)
Granting Related Relief [D.I. 1523]) and the Tax Collector (as defined in the Limited Objection of
Scott Randolph, Orange County, Florida Tax Collector, to Debtors’ Motion Seeking Entry of an
Order (I) Authorizing the Debtors to Obtain Debtor-in-Possession Financing and Granting Liens
and Superpriority Administrative Claims, and (II) Granting Related Relief [D.I. 1574]) that are
senior to the Prepetition Liens held by the Prepetition Secured Parties (collectively, the “Senior
Tax Liens”), to the extent such Senior Tax Liens are valid, enforceable, senior, perfected, and
unavoidable, and all parties’ rights to object to the priority, validity, amount, and extent of the
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AMERICAS 103366484
RLF1 24236980v.1
claims and liens asserted by any taxing authorities are fully preserved. The DIP Liens shall be
valid and enforceable against any trustee appointed in the Cases, upon the conversion of any of
the Cases to a case under Chapter 7 of the Bankruptcy Code or in any other proceedings related to
any of the foregoing (such cases or proceedings, “Successor Cases”), and/or upon the dismissal
of any of the Cases. The DIP Liens shall not be subject to sections 506(c), 510, 549, 550, or 551
of the Bankruptcy Code. If the granting of the DIP Liens against any of the DIP Collateral is in
any way prohibited or restricted under any of the Debtors’ organizational documents, such
organizational documents are hereby modified solely to permit the granting of the DIP Liens.
(f) Superpriority Administrative Claim. The DIP Obligations and any other
amounts outstanding under the DIP Facility shall, pursuant to section 364(c)(1) of the Bankruptcy
Code and subject in all respects to the Carve-Out, at all times constitute an allowed superpriority
claim (the “DIP Superpriority Claim”) of the DIP Agent on behalf of itself and the DIP Lenders.
The DIP Superpriority Claim shall be (i) pari passu with the Casualty Superpriority Claims and
(ii) junior and subordinate only to the Carve-Out, and (iii) senior to and have priority over all other
chapter 11 and chapter 7 administrative expense claims, unsecured claims, or other claims of the
kinds specified in or ordered pursuant to sections 105, 326, 327, 328, 330, 331, 361, 363, 364(c)(1),
365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113 and 1114 of the Bankruptcy
Code, including any expenses of a chapter 11 or chapter 7 trustee, any Prepetition Secured Parties’
507(b) Claim, and any Securitization Superpriority Claims (as defined in the Order (I) Authorizing
Certain Debtors to Enter Into Securitization Documents, (II) Modifying the Automatic Stay, and
Granting Related Relief [D.I. 1489]). Other than as provided herein (including (i) in paragraph 7
hereof with respect to the Carve-Out and (ii) with respect to the Casualty Superpriority Claims),
no costs or expenses of administration that have been or may be incurred in these proceedings or
in any Successor Cases, and no priority claims are, or will be, senior to, prior to, or pari passu with
25
AMERICAS 103366484
RLF1 24236980v.1
the DIP Liens, the DIP Superpriority Claim, any of the DIP Obligations, or with any other claims
of the DIP Secured Parties arising hereunder or under the other DIP Loan Documents. The DIP
Superpriority Claim shall be entitled to the full protection of section 364(e) of the Bankruptcy
Code if this DIP Order or any provision hereof is vacated, reversed or modified, on appeal or
otherwise.
3. Authorization and Approval to Use DIP Proceeds. Subject to the terms and
conditions of this DIP Order and the other DIP Loan Documents, the Debtors are authorized to
incur DIP Loans and use DIP Proceeds. Subject to the Debtors’ rights under paragraph 16(c) hereof
and the funding of the Carve-Out Reserves (as defined below), the Debtors’ right to use the DIP
Proceeds shall terminate on the Termination Date. The Debtors use of Undisputed Donlen Cash
Collateral and Undisputed Corporate Cash Collateral (each, as defined in the Third Interim
Adequate Protection Order) shall continue to be governed by the Third Interim Adequate
Protection Order and any subsequent order entered by the Court governing the use of Undisputed
Donlen Cash Collateral and Undisputed Corporate Cash Collateral. Further, any agreement in
respect of the use of Money Market Accounts Cash (as defined in the Third Interim Adequate
Protection Order) shall remain in place; provided that DIP Proceeds shall not constitute Available
Cash under and as defined in the Third Interim Adequate Protection Order for purposes of
calculating the $55 million threshold set forth in paragraph 3(c)(i) thereof.
4. Adequate Protection. In consideration for the Prepetition Secured Parties’
consent to, or agreement not to object to (as applicable), the DIP Facility, the granting of the DIP
Liens and DIP Superpriority Claim, and the Carve-Out, the Prepetition Secured Parties shall be
granted, in each case subject and subordinate to the Carve-Out and payment in full and discharge
of the Casualty Superpriority Claims in accordance with the Master Lease Stipulation, the
following adequate protection (the “Adequate Protection”):

26
AMERICAS 103366484
RLF1 24236980v.1
(a) The continuation of the Adequate Protection Liens (as defined in the Third
Interim Adequate Protection Order), the Prepetition Secured Parties’ 507(b) Claims, and other
adequate protection granted under the Third Interim Adequate Protection Order, in each case
subject to the terms and conditions of the Third Interim Adequate Protection Order, which
Adequate Protection Liens and Prepetition Secured Parties’ 507(b) Claims shall survive and not
be affected by (a) any termination or expiration of the Third Interim Adequate Protection Order or
(b) repayment (including any refinancing) or termination of the DIP Facility, but shall be subject
to the terms and conditions of this DIP Order and subject to the reservations of rights set forth in
the Third Interim Adequate Protection Order; provided that the Debtors are authorized to make
transfers in the form of Investments in Subsidiaries, the Capital Stock of which is owned by one
or more Debtors and has been pledged as DIP Collateral, for the purpose of purchasing Vehicles
in the U.S. and Canada used in the operations of any Loan Party, and any requirements with respect
to such transfers set forth in the Third Interim Adequate Protection Order or the Cash Management
Order shall not apply.
(b) In addition to, but without duplication of, the Adequate Protection Liens
and the Prepetition Secured Parties’ 507(b) Claims, to the extent of any diminution in value of the
Prepetition Collateral, if any, resulting from the DIP Facility other than a diminution caused by
any payments made to the Prepetition Secured Parties as adequate protection, including, without
limitation, the imposition of the priming DIP Liens on the Prepetition Collateral and the Carve-
Out, in each case to the extent provided in the Bankruptcy Code, the Prepetition Secured Parties
are hereby granted, pursuant to sections 361, 362, 363(e), 364(d)(1), and 507 of the Bankruptcy
Code, adequate protection liens on all DIP Collateral (the “DIP Adequate Protection Liens”) and
superpriority administrative expense claims pursuant to section 507(b) of the Bankruptcy Code
against each of the DIP Loan Parties (the “DIP Adequate Protection Superpriority Claims”);
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AMERICAS 103366484
RLF1 24236980v.1
provided that any DIP Adequate Protection Superpriority Claims granted to the Prepetition
Secured Parties shall be provided solely to the extent set forth in section 507(b) of the Bankruptcy
Code. The DIP Adequate Protection Liens shall be pari passu with the Adequate Protection Liens
and junior only to the Carve-Out, the DIP Liens, and any Senior Third Party Liens and subject to
Lease Stipulation. The DIP Adequate Protection Superpriority Claims, if any, shall be pari passu
with the Prepetition Secured Parties’ 507(b) Claims, junior to the Carve-Out, and subject to
Lease Stipulation, and have priority in payment over all administrative expense claims of any kind
(other than the DIP Superpriority Claim and the Casualty Superpriority Claims). The DIP
Adequate Protection Liens and DIP Adequate Protection Superpriority Claims shall survive the
termination or expiration of the Third Interim Adequate Protection Order and repayment
(including refinancing) or termination of the DIP Facility. The Court is making no findings as to
(i) the validity, priority, perfection, enforceability, avoidability, allowance, or the extent of the
Prepetition Secured Parties’ prepetition liens and claims, and (x) the Debtors, the Committee, and
the Ad Hoc Group of Hertz Bondholders (the “Ad Hoc Noteholder Group”) reserve all rights to
contest the validity, priority, enforceability, avoidability allowance, or extent of such prepetition
liens and claims (provided that the Debtors’ rights to contest the validity, priority, enforceability,
avoidability allowance, or extent of such liens and claims shall be subject to the provisions of the
DIP Credit Agreement) and (y) the Prepetition Secured Parties do not waive and expressly reserve
all rights and defenses with respect to the foregoing and their interest in any other purported
collateral; or (ii) whether and to what extent any diminution in value of the Prepetition Secured
Parties’ interests in the purported prepetition collateral has occurred, and the Debtors, the
Committee, and all other parties in interest reserve all rights in this regard. For the avoidance of
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AMERICAS 103366484
RLF1 24236980v.1
doubt, any Avoidance Action resulting in the successful avoidance of a lien or other determination
that a lien on certain assets does not exist will not cause a diminution in value.
(c) The Debtors will pay all (i) fees, expenses, adequate protection payments,
and other required amounts under the Third Interim Adequate Protection Order that remain
outstanding on the date of this DIP Order and (ii) amounts equal to the monthly interest that would
have accrued as interest on the Prepetition First Lien Obligations under the Prepetition First Lien
Loan Documents in May, 2020 and June, 2020, to the Prepetition First Lien Secured Parties,
promptly upon entry of this DIP Order, subject to the terms of the Third Interim Adequate
Protection Order (including that such amounts will be paid from the Segregated Undisputed
Corporate Cash Collateral Account (as defined in the Third Interim Adequate Protection Order))
and the notice and objection periods set forth paragraph 18(b) hereof, and will continue to make
such payments on an ongoing basis subject to the terms of the Third Interim Adequate Protection
Order through the Termination Date notwithstanding the expiration or termination of the Third
Interim Adequate Protection Order; provided that the Debtors, the Committee, and the Ad Hoc
Noteholder Group reserve all rights to argue that such amounts may be recharacterized or
reallocated as payments of principal or otherwise, or subject to disgorgement, in each case solely
to the extent set forth in the Third Interim Adequate Protection Order. For the avoidance of doubt,
the payment of such fees, expenses, adequate protection payments, and other required amounts
shall be paid exclusively from funds that constitute Undisputed Corporate Cash Collateral until all
such funds are used in full. In the event that an advisor to a Prepetition First Lien Secured Party is
also acting as an advisor to a DIP Secured Party, the fees and expenses of such advisor shall be
treated as payments on account of Prepetition First Lien Obligations subject to the Third Interim
Adequate Protection Order and paid from funds that constitute Undisputed Corporate Cash
Collateral, unless such advisor submits separate invoices (which shall contain time entries but
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AMERICAS 103366484
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which may be redacted or modified to the extent necessary to delete any information subject to the
attorney-client privilege, any information constituting attorney work product, or any other
confidential or commercially sensitive information, and the provision of such invoices shall not
constitute any waiver of the attorney client privilege, any benefits of the attorney work product
doctrine, or any other privilege or protection from disclosure of such information) to allow the
Debtors and the Committee to confirm that proper allocation of fees and expenses between the
Prepetition First Lien Secured Parties and DIP Secured Parties has been observed.
(d) The Prepetition Secured Parties shall receive the waiver of section 506(c)
of the Bankruptcy Code as set forth in paragraph 10 hereof, a waiver of the “equities of the case”
exception under section 552(b) of the Bankruptcy Code as set forth in paragraph 12 hereof, and
the “no marshalling” provision as set forth in paragraph 11 hereof.
(e) The Prepetition First Lien Secured Parties shall receive the benefit of the
mandatory payments described in paragraph 15 hereof.
(f) On account of their interest in the Capital Stock of HVF LLC (if any), the
Prepetition Secured Parties are hereby granted, upon the payment in full and discharge of the
Casualty Superpriority Claims in accordance with the Master Lease Stipulation, an allowed
superpriority administrative expense claim against each of the Debtors and Adequate Protection
Liens in the amount equal to the outstanding amount of the Casualty Superpriority Claims
extinguished other than by payment in full in cash (without regard to any deemed repayment
pursuant to paragraph 6 of the Master Lease Stipulation) and with the same priority previously
accorded to the Casualty Superpriority Claims prior to the payment in full and discharge thereof
in accordance with the Master Lease Stipulation (but subject to the DIP Superpriority Claim and
the Carve-Out) solely to the extent of any diminution in value of the Prepetition Collateral caused
by such Casualty Superpriority Claims being extinguished other than by payment in full (without
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regard to any deemed repayment pursuant to paragraph 6 of the Master Lease Stipulation).
5. Lien Perfection. This DIP Order shall be sufficient and conclusive evidence of the
creation, validity, perfection, and priority of the DIP Liens and any other liens granted hereunder
without the necessity of entering into of any pledge agreement, security agreement, or other
document or filing or recording any financing statement, deed of trust, mortgage, or other
instrument or document which may otherwise be required under the law of any jurisdiction or
taking of any other action to create, validate, or perfect the DIP Liens or to entitle the DIP Liens
to the priorities granted herein. Notwithstanding the foregoing, the DIP Agent may, in its sole
discretion, file such financing statements, deeds of trust, mortgages, security agreements, notices
of liens, and other similar documents, and is hereby granted relief from the automatic stay of
section 362 of the Bankruptcy Code in order to do so. The Debtors shall execute and deliver to the
DIP Agent all such financing statements, security agreements, notices, and other documents as the
DIP Agent may reasonably request to evidence, confirm, validate, or perfect, or to insure the
contemplated priority of the DIP Liens. The DIP Agent, in its reasonable discretion, may file a
photocopy of this DIP Order as a financing statement or a notice with any recording officer
designated to file financing statements or with any registry of deeds or similar office in any
jurisdiction in which the Debtors have real or personal property.
6. Limitation on Use of DIP Proceeds. No proceeds of the DIP Facility or the DIP
Collateral may be used for the payment of the fees and expenses of any person, including the
Committee, incurred (i) in investigating or challenging any of the DIP Liens or DIP Obligations
or the initiation or prosecution of any claim or action against any of the DIP Secured Parties in
their capacity as DIP Secured Parties or (ii) in connection with any claims or causes of actions
against the Releasees in their capacity as DIP Secured Parties or in challenging any DIP
Obligations or DIP Liens, in each case of the DIP Secured Parties.

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7. Carve-Out.
(a) As used in this DIP Order, the “Carve-Out” shall mean a carve-out from
the DIP Superpriority Claim, the DIP Liens, the Prepetition Secured Parties’ 507(b) Claim, any
Adequate Protection Liens, the DIP Adequate Protection Superpriority Claim, the DIP Adequate
Protection Liens, and any other adequate protection claims and liens granted under this DIP Order,
in an amount equal to the sum of (i) all fees required to be paid to the Clerk of the Court and to the
Office of the U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest
at the statutory rate (without regard to the Carve-Out Trigger Notice (as defined herein)); (ii) all
reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code,
in an aggregate amount not to exceed $75,000 (without regard to the Carve-Out Trigger Notice);
(iii) to the extent allowed by the Court at any time, whether by interim order, procedural order, or
otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or
firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code and the
Committee pursuant to section 328 or 1103 of the Bankruptcy Code (collectively the “Professional
Persons”), as well as the out of pocket expenses incurred by members of the Committee in
connection with their duties, at any time before or on the first Business Day following delivery by
the DIP Agent of a Carve-Out Trigger Notice, whether allowed by the Court prior to or after
delivery of a Carve-Out Trigger Notice; and (iv) Allowed Professional Fees of Professional
Persons, as well as the out of pocket expenses incurred by members of the Committee in
connection with their duties, in an aggregate amount not to exceed $30,000,000 incurred after the
first Business Day following delivery by the DIP Agent of the Carve-Out Trigger Notice to the
extent allowed by the Court at any time, whether by interim order, procedural order, or otherwise
(the amounts set forth in this clause (iv), the “Post-Carve-Out Trigger Notice Cap”). For
purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by
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email (or other electronic means) by the DIP Agent (at the written direction of the Required
Lenders (as defined in the DIP Credit Agreement)) to the Debtors, their lead restructuring counsel,
the U.S. Trustee, and counsel to the Committee (the “Notice Parties”), which notice may be
delivered following the occurrence and during the continuation of an Event of Default under the
DIP Credit Agreement, stating that the Post-Carve-Out Trigger Notice Cap has been invoked.
Notwithstanding anything to the contrary in this DIP Order, the other DIP Loan Documents, or the
Third Interim Adequate Protection Order, the Carve-Out shall be senior to all liens and claims with
respect to the DIP Facility, the DIP Obligations, the Adequate Protection Liens, the Prepetition
Secured Parties’ 507(b) Claim, the Securitization Superpriority Claims, the DIP Adequate
Protection Superpriority Claim, the DIP Adequate Protection Liens, and any other adequate
protection claims and liens granted under this DIP Order.
(b) Carve-Out Reserves.
(i) On the day on which a Carve-Out Trigger Notice is given by the DIP
Agent to the Notice Parties (the “Carve-Out Trigger Notice Date”), prior to any
payment to any DIP Secured Party, the Carve-Out Trigger Notice shall constitute a
demand to the Debtors to utilize all cash on hand as of such date to fund a reserve
in an amount equal to the sum of the amounts set forth in paragraphs 7(a)(i)–(iii)
above (including, in the case of paragraph 7(a)(iii), accrued but not yet allowed fees
and expenses of any Professional Person). The Debtors shall deposit and hold such
amounts in a segregated account at an institution designated by the DIP Agent in
trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve-Out
Trigger Notice Reserve”) prior to payment of the DIP Superpriority Claim, any
DIP Obligations, the Prepetition Secured Parties’ 507(b) Claim, any claim held by
a Prepetition Secured Party in its capacity as such, or the Securitization

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RLF1 24236980v.1
Superpriority Claims.
(ii) On the Carve-Out Trigger Notice Date, prior to the payment to any
DIP Secured Party, the Carve-Out Trigger Notice shall also constitute a demand to
the Debtors to utilize all cash on hand as of such date to fund a reserve in an amount
equal to the Post-Carve-Out Trigger Notice Cap, less any amounts already in such
reserve (if any). The Debtors shall deposit and hold such amounts in a segregated
account at an institution designated by the DIP Agent in trust to pay Allowed
Professional Fees benefiting from the Post-Carve-Out Trigger Notice Cap (the
“Post-Carve-Out Trigger Notice Reserve” and, together with the Pre-Carve-Out
Trigger Notice Reserve, the “Carve-Out Reserves”) prior to payment of the DIP
Superpriority Claim, any DIP Obligations, the Prepetition Secured Parties’ 507(b)
Claim, any claim held by a Prepetition Secured Party in its capacity as such, or the
Securitization Superpriority Claims.
(iii) All funds in the Pre-Carve-Out Trigger Notice Reserve shall be used
first to pay the obligations set forth in clauses (i) through (iii) of the definition of
Carve-Out set forth above (the “Pre-Carve-Out Amounts”), but not the Post-
Carve-Out Trigger Notice Cap, until paid in full. All funds in the Post-Carve-Out
Trigger Notice Reserve shall be used first to pay the obligations set forth in clause
(iv) of the definition of Carve-Out set forth above (the “Post-Carve-Out
Amounts”). The Debtors shall be permitted to transfer cash on hand (including, for
the avoidance of doubt, DIP Proceeds), into the Carve-Out Reserves to pay accrued
fees and expenses of Professional Persons at any time prior to delivery of a Carve-
Out Trigger Notice.
(iv) If either of the Carve-Out Reserves is not funded in full in the

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AMERICAS 103366484
RLF1 24236980v.1
amounts set forth in this paragraph 7(b), then any excess funds in the other Carve-
Out Reserve following the payment of the Pre-Carve-Out Amounts and Post-Carve-
Out Amounts, as applicable, shall be used to fund such Carve-Out Reserve, up to
the applicable amount set forth in this paragraph 7(b). After all Pre-Carve-Out
Amounts and Post-Carve-Out Amounts are paid in full, any excess funds in the
Carve-Out Reserves shall be paid to the DIP Agent for the benefit of the DIP
Lenders, unless the DIP Obligations have been indefeasibly paid in full, in cash, in
which case any such excess shall be distributed in accordance with the Bankruptcy
Code and any Court Order. Following delivery of a Carve-Out Trigger Notice, the
DIP Agent shall not sweep or foreclose on proceeds of the DIP Facility or any other
cash constituting DIP Collateral until the Carve-Out Reserves have been fully
funded. Further, (i) disbursements by the Debtors from the Carve-Out Reserves
shall not constitute DIP Loans or increase or reduce the DIP Obligations, (ii) the
failure of the Carve-Out Reserves to satisfy in full the Allowed Professional Fees
shall not affect the priority of the Carve-Out, and (iii) in no way shall the DIP
Budget, Carve-Out, Post-Carve-Out Trigger Notice Cap, Carve-Out Reserves, or
any of the foregoing be construed as a cap or limitation on the amount of the
Allowed Professional Fees due and payable by the Debtors.
(c) Payment of Allowed Professional Fees Prior to the Carve-Out Trigger
Notice Date. Any payment or reimbursement made prior to the occurrence of the Carve-Out
Trigger Notice Date in respect of any Allowed Professional Fees shall not reduce the Carve-Out.
(d) Payment of Carve-Out On or After the Carve-Out Trigger Notice
Date. Any payment or reimbursement made on or after the occurrence of the Carve-Out Trigger
Notice Date in respect of any Allowed Professional Fees shall permanently reduce the Carve-Out
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AMERICAS 103366484
RLF1 24236980v.1
on a dollar-for-dollar basis.
8. Payment of Compensation. Nothing herein shall be construed as a consent to the
allowance of any professional fees or expenses of any of the Debtors or the Committee or shall
limit or otherwise affect the right of the DIP Secured Parties or any other party in interest to object
to the allowance and payment of any such fees and expenses. No professional fees shall be paid
absent a Court order allowing such payment, pursuant to a fee application on notice, or other
procedure permitted by any Court order allowing interim compensation or the payment of fees of
ordinary course professionals. Prior to the Carve-Out Trigger Notice Date, the Debtors shall be
permitted to pay compensation and reimbursement of expenses allowed by the Court and payable
under the Bankruptcy Code, including through compensation procedures approved by the Court,
as the same may be due and payable, and the same shall not reduce the Post-Carve-Out Trigger
Notice Cap. None of the DIP Secured Parties or the Prepetition Secured Parties shall be
responsible for the payment or reimbursement of any fees or disbursements of any professional
fees incurred in connection with the Cases or any successor cases under any chapter of the
Bankruptcy Code. Nothing in this DIP Order or otherwise shall be construed to obligate the DIP
Secured Parties or the Prepetition Secured Parties, in any way, to pay compensation to, or to
reimburse expenses of, any Professional Person or to guarantee that the Debtors have sufficient
funds to pay such compensation or reimbursement.
9. Reservation of Rights of the DIP Secured Parties and Prepetition Secured
Parties. Subject in all cases to the Carve-Out, notwithstanding any other provision in this DIP
Order or the other DIP Loan Documents to the contrary, the entry of this DIP Order is without
prejudice to, and does not constitute a waiver of, expressly or implicitly, or otherwise impair: (a)
any of the rights of the Prepetition Secured Parties (or any other party in interest) to seek any other
or supplemental relief in respect of the Debtors, including the right to seek additional adequate
36
AMERICAS 103366484
RLF1 24236980v.1
protection; (b) any of the rights of the DIP Secured Parties under the DIP Loan Documents, the
Prepetition Secured Parties under the Prepetition Loan Documents, or the rights of the DIP Secured
Parties, the Prepetition Secured Parties, or any other party in interest under the Bankruptcy Code
or under non-bankruptcy law (as applicable), including, without limitation, the right of any of the
DIP Secured Parties, the Prepetition Secured Parties, or any other party in interest to (i) request
modification of the automatic stay of section 362 of the Bankruptcy Code, (ii) request dismissal
of any of the Cases, conversion of any of the Cases to another chapter under the Bankruptcy Code,
or appointment of a chapter 11 trustee or examiner with expanded powers in any of the Cases, or
(iii) seek to propose, subject to the provisions of section 1121 of the Bankruptcy Code, a chapter
11 plan or plans; or (c) any other rights, claims, or privileges (whether legal, equitable, or
otherwise) of any of the DIP Secured Parties, the Prepetition Secured Parties, or any other party in
interest; provided, however, in each case (a) through (c), nothing herein shall prejudice the right
of any other party in interest to object to any such relief or argument. The delay in or failure of
the DIP Secured Parties, the Prepetition Secured Parties, or any other party in interest to seek relief
or otherwise exercise their rights and remedies shall not constitute a waiver of any of the DIP
Secured Parties’, the Prepetition Secured Parties’, or any other party in interest’s rights and
remedies.
10. Waiver of Section 506(c). Effective as of the Petition Date, in light of the
agreement of the DIP Agent and the DIP Lenders to provide the DIP Facility and of the Prepetition
Secured Parties to allow for the subordination of the Prepetition Collateral to the DIP Liens and
the Carve-Out, any rights, benefits or causes of action under section 506(c) of the Bankruptcy
Code as they may relate to or be asserted against the DIP Secured Parties or the Prepetition Secured
Parties with respect to the DIP Collateral or the Prepetition Secured Collateral, respectively, shall
be deemed irrevocably waived.

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AMERICAS 103366484
RLF1 24236980v.1
11. No Marshaling/Application of Proceeds. Effective as of the Petition Date, (a) the
DIP Secured Parties shall not be subject to the equitable doctrine of “marshaling” or any other
similar doctrine with respect to any of the DIP Collateral; and (b) the Prepetition Secured Parties
shall not be subject to the equitable doctrine of “marshaling” or any other similar doctrine with
respect to any of the Prepetition Collateral; provided that the DIP Secured Parties and the
Prepetition Secured Parties shall be required to seek recovery, in the case of the DIP Secured
Parties, on account of DIP Liens and, in the case of the Prepetition Secured Parties (solely to the
extent of any diminution in value of Prepetition Collateral), any adequate protection liens or any
adequate protection superpriority claim, first from DIP Collateral other than proceeds of
Avoidance Actions and then, if necessary, from proceeds of any Avoidance Actions against parties
other than the Prepetition Secured Parties and then, if necessary, from proceeds of any Avoidance
Actions against any of the Prepetition Second Lien Secured Parties and last, if necessary, from
proceeds of Avoidance Actions against any of the Prepetition First Lien Parties.
12. Waiver of the “Equities of the Case” Exception of Section 552(b). Upon entry
of this DIP Order, effective as of the Petition Date, the Debtors waive their right to seek to apply
the “equities of the case” exception under section 552(b) of the Bankruptcy Code with respect to
the DIP Secured Parties and the Prepetition Secured Parties. To the extent a Court finds, pursuant
to a final non-appealable order obtained by parties other than the Debtors, that the “equities of the
case” exception under 552(b) of the Bankruptcy Code applies with respect to the DIP Secured
Parties and the Prepetition Secured Parties, any recoveries or determination as to the amount of
such “equities of the case” claim resulting therefrom shall not exceed $50 million in the aggregate.
13. Payments Free and Clear. Any and all payments remitted pursuant to the
provisions of this DIP Order or the DIP Loan Documents shall be irrevocable, received free and
clear of any claim, charge, assessment, or other liability, including, without limitation, any claim
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AMERICAS 103366484
RLF1 24236980v.1
or charge arising out of or based on, directly or indirectly, sections 506(c) or 552(b) of the
Bankruptcy Code, whether asserted or assessed by, or through, or on behalf of, the Debtors, other
than as set forth in the Third Interim Adequate Protection Order.
14. Section 507(b) Reservation. Nothing herein shall impair or modify the application
of section 507(b) of the Bankruptcy Code in the event that the Adequate Protection provided to
the Prepetition Secured Parties in this DIP Order and all other adequate protection provided to the
Prepetition Secured Parties in the Third Interim Adequate Protection Order or otherwise is
insufficient to compensate for any diminution in value of their interests in the Prepetition Collateral
during the Cases.
15. Disposition of DIP Collateral.
(a) The Debtors shall not sell, transfer, lease, encumber, or otherwise dispose
of any portion of the DIP Collateral outside of the ordinary course of business, except as permitted
by the DIP Loan Documents and as approved by the Court.
(b) The DIP Borrower is hereby authorized and directed, within five (5)
Business Days upon receiving any proceeds with respect to a Mandatory Payment Event, to file
with the Court and provide notice of the Debtors’ proposed allocation of the Net Cash Proceeds
therefrom, which distribution shall be in accordance with the requirements below and following
consultation with counsel to the DIP Lenders and the Committee (such notice, the “Mandatory
Payments Notice”). The Mandatory Payments Notice will provide details regarding the types of
assets sold, the Debtors’ position regarding the portion of the Net Cash Proceeds attributable to
such assets, and the Debtors’ position as to whether such assets are collateral for the Prepetition
Secured Obligations or the DIP Obligations. If, within ten (10) days of the filing of the Mandatory
Payments Notice (the “Mandatory Payments Objection Period”), a party in interest (with
appropriate standing) objects to the proposed allocation of such Net Cash Proceeds (or any portion
39
AMERICAS 103366484
RLF1 24236980v.1
thereof): (1) the DIP Borrower, the DIP Lenders, the Lender Advisors, and the Committee shall,
in good faith, attempt to resolve the dispute with the objector; and (2) (i) if the dispute has been
resolved, the Debtors shall file a notice of any revisions to the proposed allocation of the Net Cash
Proceeds; or (ii) if the dispute has not been resolved in accordance with the preceding clause (1)
within ten (10) days after the objection is raised (or another mutually agreed-upon period), the
parties shall seek an order of the Court resolving any unresolved issues, which proceeding before
the Court may be initiated by a motion commencing a contested matter. For the avoidance of
doubt, the Committee and Ad Hoc Noteholder Group shall have standing to object. With respect
to any portion (or all) of such Net Cash Proceeds as to which no party objects to the proposed
allocation of such proceeds, the DIP Borrower shall distribute such proceeds (or any undisputed
portion thereof) as proposed in the Mandatory Payments Notice within five (5) Business Days after
the end of the Mandatory Payments Objection Period in accordance with the immediately
following paragraph. For the avoidance of doubt, the rights of the HVF Trustee and ABS Parties
to (i) object to any purported sale of assets that are not assets of the Debtors and subject to the
Master Lease Agreement or the HVF II ABS Program, or (ii) seek payment of any proceeds from
sale of such assets are, in each case, expressly preserved.
(c) In connection with any Mandatory Payment Event, the DIP Borrower shall
pay: (i) the Prepetition First Lien Obligations with the Net Cash Proceeds therefrom, but only to
the extent that the Prepetition First Lien Obligations are secured by the respective assets so sold;
and (ii) the DIP Loans with respect to any other Mandatory Payment Event with respect to assets
constituting DIP Collateral that do not secure the Prepetition First Lien Secured Debt; provided
that, prior to any application to the outstanding DIP Loans, such amounts instead shall be used
first to permanently reduce the unused Commitments and with the DIP Borrower being able to
retain such amounts; and provided, further, that if any asset-backed securitization facility issued
40
AMERICAS 103366484
RLF1 24236980v.1
by HVF II or HFLF is refinanced, the value attributed or available to the Capital Stock of HVF II,
HVF LLC, HFLF, DNRS II LLC, Donlen Trust, Hertz Fleet Lease Funding Corp. and Donlen
Fleet Lease Funding LLC after payment in full of all outstanding obligations (including obligations
of the respective securitization issuer and the payment of any Casualty Superpriority Claims) may
be reinvested in such refinancing facility, so long as such facility meets the requirements set forth
herein, and the DIP Lenders and the Prepetition Secured Parties (solely to the extent of the value
of their prepetition Lien (if any), as determined on the date of reinvestment, on the Capital Stock
of HVF II, HVF LLC, HFLF, DNRS II LLC, Donlen Trust, Hertz Fleet Lease Funding Corp. or
Donlen Fleet Lease Funding LLC, as applicable) shall be granted a perfected security interest and
lien on the Capital Stock of the issuer of such refinancing facility and any other securities issued
by such issuer and retained by any DIP Loan Party, to the extent and subject to any provisions of
such facility, including Required Standstill Provisions (with such liens having the priorities
provided herein).
(d) All Net Cash Proceeds shall be retained by the DIP Borrower in a segregated
account until distributed in accordance with the above procedures. To the extent Prepetition First
Lien Obligations are paid in full pursuant to a final non-appealable order of a court of competent
jurisdiction, any amounts under clause (b) above that would otherwise be required to be applied to
the Prepetition First Lien Obligations shall be used first to repay the DIP Obligations (or to reduce
and terminate Commitments under the DIP Loan Documents), subject to the procedure set forth in
clause (b) above.
16. Events of Default; Rights and Remedies Upon Event of Default.
(a) All commitments of the DIP Lenders to provide any DIP Loans shall
immediately terminate and the Debtors shall have no right to request any DIP Loans, or to use any
DIP Proceeds other than toward the satisfaction of the DIP Obligations and to fund the Carve-Out
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AMERICAS 103366484
RLF1 24236980v.1
Reserves, as provided herein, on the date (such date, the “Termination Date”), which is the
earliest to occur of (a) the Maturity Date (as defined in the DIP Credit Agreement) and (b) five
(5) business days after the date on which written notice (which may be provided electronically) of
the occurrence and continuation of an Event of Default under and as defined in the DIP Credit
Agreement (subject to any applicable grace and cure periods in the DIP Loan Documents) (a
“Termination Event”) is given by the DIP Agent (at the written direction of the Required Lenders
under the DIP Loan Documents) to the Debtors’ lead restructuring counsel, the U.S. Trustee, and
counsel to the Committee (the “Termination Notice,” the date on which the Termination Notice
is given, the “Termination Notice Date,” and such period commencing on the Termination Notice
Date and ending five (5) business days later, the “Termination Notice Period”), and the automatic
stay under section 362(a) of the Bankruptcy Code shall be deemed lifted to permit the DIP Agent
(at the written direction of the Required Lenders) to deliver such Termination Notice; provided
that the DIP Agent (at the written direction of the Required Lenders) may notify (in writing or
otherwise) the Borrower of the occurrence and continuation of an Event of Default in a manner
other than a Termination Notice if so indicated thereby; provided, further, that any such
notification shall also be delivered in writing to the U.S. Trustee and counsel to the Committee
and, for the avoidance of doubt, no Termination Date will occur until after a Termination Notice
is delivered and the Termination Notice Period has expired.
(b) During the Termination Notice Period and prior to the Termination Date the
Debtors, the Committee, and/or any other party in interest shall be entitled to seek an emergency
hearing within the Termination Notice Period with the Court to consider relief in connection with
delivery of the Termination Notice (a “Remedies Hearing”). If a Remedies Hearing is requested
to be heard within the Termination Notice Period but is scheduled for a later date by the Court, the
Termination Notice Period shall be automatically extended to the date of such Remedies Hearing.
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AMERICAS 103366484
RLF1 24236980v.1
At any Remedies Hearing, each Debtor hereby waives, and shall not be entitled to assert (including,
without limitation, under section 105 of the Bankruptcy Code), the right to challenge or dispute
the effectiveness of any provision of this DIP Order, to the extent such relief would impair or
restrict the rights and remedies of the DIP Agent as set forth in this DIP Order or in any of the DIP
Loan Documents.
(c) Upon the expiration of the Termination Notice Period, without further
notice or order of the Court, but subject to and in accordance with the terms of the DIP Loan
Documents and any order of the Court, in addition to the rights set forth in paragraph 16(a), the
automatic stay under section 362(a) of the Bankruptcy Code shall be deemed lifted to permit the
DIP Agent (at the written direction of the Required Lenders) (i) to terminate the DIP Facility and
the commitments thereunder, including all commitments of the DIP Lenders to provide any
extensions of credit in connection with the DIP Loan Documents, upon which the Debtors’ ability
to incur additional DIP Obligations will automatically terminate and the DIP Secured Parties will
have no obligation to provide any DIP Loans or make any other financial accommodations; (ii) to
declare all DIP Obligations to be immediately due and payable; (iii) to charge interest at the default
rate under the DIP Loan Documents; and (iv) acting at the written direction of the Required
Lenders, to exercise any rights and remedies against the DIP Collateral under this DIP Order, the
DIP Loan Documents, the Bankruptcy Code, and applicable non-bankruptcy law including, for the
avoidance of doubt, credit bid rights pursuant to section 363(k) of the Bankruptcy Code, consistent
with paragraph 18(f) of this DIP Order (and the DIP Agent and the DIP Lenders may exercise such
other rights available to them under the DIP Loan Documents or this DIP Order, as applicable);
provided, however, that the DIP Agent and the DIP Lenders may only enter upon leased premises
of the Debtors after the expiration of the Termination Notice Period in accordance with (i) a
separate written agreement among the DIP Agent, the DIP Lenders, and the applicable landlord
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AMERICAS 103366484
RLF1 24236980v.1
for the leased premises, (ii) pre-existing rights of the DIP Agent or the DIP Lenders under
applicable non-bankruptcy law, (iii) written consent of the applicable landlord for the leased
premises, or (iv) entry of an order by this Court approving such access to the leased premises after
notice and an opportunity to be heard for the applicable landlord for the leased premises.
(d) During the Termination Notice Period, the Debtors may (or, in the case of
clause (i), shall) continue to use DIP Proceeds (and any other cash on hand or on deposit in any
deposit account or other bank account of a Debtor) to (i) fund the Carve-Out Reserves as provided
herein and (ii) to pay for payroll or other expenditures which are necessary to maintain the Debtors’
operations or preserve the value of the DIP Collateral.
(e) The automatic stay imposed under section 362(a) of the Bankruptcy Code
is hereby modified pursuant to the terms of the DIP Loan Documents as necessary to (i) permit the
Debtors to grant the DIP Liens, and to incur all DIP Obligations and all liabilities and obligations
to the DIP Secured Parties hereunder and under the other DIP Loan Documents, as the case may
be, and (ii) authorize the DIP Agent and the other DIP Secured Parties to retain and apply
payments, and otherwise enforce their respective rights and remedies under the DIP Order and the
other DIP Loan Documents.
17. Proofs of Claim, etc. None of the DIP Secured Parties shall be required to file
proofs of claim or requests for allowance of administrative expenses in any of the Cases or any
Successor Case for any claim related to the DIP Facility allowed herein. Notwithstanding any order
entered by the Court in relation to the establishment of a bar date in any of the Cases or any
Successor Cases to the contrary, the DIP Agent, on behalf of itself and the DIP Secured Parties, is
hereby authorized and entitled, in its sole and absolute discretion, but not required, to file (and
amend and/or supplement, as it sees fit) a master proof of claim and/or aggregate proofs of claim
or requests for allowance of administrative expenses in each of the Cases or any Successor Cases
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AMERICAS 103366484
RLF1 24236980v.1
for any claim allowed herein. Any order entered by the Court in relation to the establishment of a
bar date for any claim (including, without limitation, administrative claims) in any of the Cases or
any Successor Cases shall not apply to the DIP Agent or the other DIP Secured Parties.
18. Other Rights and Obligations.
(a) No Modification or Stay of this DIP Order. Based on the findings set
forth in this DIP Order and in accordance with section 364(e) of the Bankruptcy Code, the reversal
or modification on appeal of the authorization hereunder for the Debtors to obtain the DIP Facility,
or the grant hereunder of the DIP Liens shall not affect the validity of such debt or the priority of
such liens.
(b) Expenses. The Debtors are authorized and directed to pay, without further
Court order, the reasonable and documented fees and expenses incurred by professionals or
consultants retained by the DIP Agent and the DIP Lenders (collectively, the “DIP Professionals”)
to the extent set forth in the DIP Loan Documents, including fees and expenses incurred in
connection with (i) the negotiation, preparation, execution, delivery, funding, and administration
of the DIP Loan Documents, including, without limitation, all due diligence fees and expenses
incurred or sustained in connection with the DIP Loan Documents, (ii) the Cases or any Successor
Case, or (iii) enforcement of any rights or remedies under the DIP Loan Documents (the “DIP
Professional Fees”). The DIP Professionals shall not be required to comply with the U.S. Trustee
fee guidelines (including for such amounts arising before the Petition Date); provided, however,
that at any time such DIP Professionals seek payment of fees and expenses from the Debtors, each
DIP Professional shall provide summary copies of its fee and expense statements or invoices
(which shall not be required to contain time entries and which may be redacted or modified to the
extent necessary to delete any information subject to the attorney-client privilege, any information
constituting attorney work product, or any other confidential or commercially sensitive

45
AMERICAS 103366484
RLF1 24236980v.1
information, and the provision of such invoices shall not constitute any waiver of the attorney
client privilege, any benefits of the attorney work product doctrine, or any other privilege or
protection from disclosure of such information) (such statement or invoice, a “DIP Fee Invoice”)
to counsel for the Committee and the U.S. Trustee (the “Fee Notice Parties”). If no objection to
payment of the requested DIP Professional Fees is made, in writing, by any of the Fee Notice
Parties within ten (10) business days of delivery of the applicable DIP Fee Invoice to the Fee
Notice Parties (the “Fee Objection Period”), then such invoice shall be promptly paid, without
further order of, or application to, the Court or notice to any other party, and, in any case, within
five (5) business days following the expiration of the Fee Objection Period, and shall not be subject
to any further review, challenge, or disgorgement. For the avoidance of doubt, the provision of any
DIP Fee Invoice shall not constitute a waiver of attorney-client privilege, any benefits of the
attorney work product doctrine, or any other privilege or protection from disclosure of such
information. If within the Fee Objection Period, a Fee Notice Party sends to the affected DIP
Professional and files with the Court a written objection to such DIP Fee Invoice, then only the
disputed portion of such DIP Professional Fees in such DIP Fee Invoice shall not be paid until the
objection is resolved by the applicable parties in good faith or by order of the Court. Any amounts
payable pursuant to this paragraph shall be paid on (x) the DIP Closing Date (as defined in the DIP
Credit Agreement) or (y) if the DIP Closing Date does not occur, within thirty (30) days after
submission to the DIP Borrower of a reasonably detailed invoice for the respective amounts.
(c) Release. The Debtors, for themselves and their respective estates, forever
and irrevocably release, discharge, and acquit all former, current, and future (a) DIP Secured
Parties, (b) Affiliates (as defined in the DIP Credit Agreement) of the DIP Secured Parties, and
(c) officers, employees, directors, agents, representatives, owners, members, partners, financial
and other advisors and consultants, legal advisors, shareholders, managers, consultants,
46
AMERICAS 103366484
RLF1 24236980v.1
accountants, attorneys, and predecessors and successors in interest of each of the DIP Secured
Parties and each of their respective Affiliates, in each case acting in such capacity (collectively,
the “Releasees”), of and from any and all claims, demands, liabilities, responsibilities, disputes,
remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions,
suits, controversies, proceedings, losses, damages, injuries, attorneys’ fees, costs, expenses, or
judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected,
contemplated, uncontemplated, accrued, unaccrued, fixed, contingent, pending, or threatened
including, without limitation, all legal and equitable theories of recovery, arising under common
law, statute or regulation, or by contract, of every nature and description, arising out of, in
connection with, or relating to the DIP Facility, the DIP Loan Documents, and/or the transactions
contemplated hereunder or thereunder including, without limitation, (x) any so-called “lender
liability” or equitable subordination claims or defenses, (y) any and all claims and causes of action
arising under the Bankruptcy Code, and (z) any and all claims and causes of action with respect to
the validity, priority, perfection, or avoidability of the liens or claims of any of the DIP Secured
Parties, in each case through the entry of this DIP Order; provided that no claims related to actual
fraud, gross negligence, or willful misconduct shall be released hereunder or under any of the other
DIP Loan Documents. For the avoidance of doubt, (i) the foregoing release shall not constitute a
release of any rights under this DIP Order or the other DIP Loan Documents and (ii) nothing herein
shall be deemed to be a release of any party in its capacity as a Prepetition Secured Party or a
Related Party of a Prepetition Secured Party (other than the DIP Secured Parties).
(d) Indemnification. The Debtors are authorized to jointly and severally
indemnify and hold harmless the DIP Agent, each DIP Secured Party (solely in its capacity as a
DIP Secured Party) and each of their respective officers, partners, members, directors, managers,
trustees, advisors, employees, agents, sub-agents and affiliates, legal, financial and other
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AMERICAS 103366484
RLF1 24236980v.1
professionals, and each other party entitled to an indemnity in accordance with and subject to the
terms and conditions set forth in the DIP Loan Documents, in each case acting in such capacity.
(e) Limits on Lender Liability. Nothing in this DIP Order or in any of the
DIP Loan Documents or any other documents related to this transaction shall in any way be
construed or interpreted to impose or allow the imposition upon the DIP Secured Parties of any
liability for any claims arising from any and all activities by the Debtors in the operation of their
businesses in connection with the Debtors’ postpetition restructuring efforts, as of the date of entry
of this DIP Order or in connection with any extension of credit under the DIP Facility in
accordance with the terms thereof.
(f) Credit Bid. As provided for in Section 363(k) of the Bankruptcy Code, the
DIP Agent, at the written direction of the Required Lenders shall have the right (on behalf of the
DIP Lenders) to credit-bid (without the need to submit a deposit), either directly or through one or
more acquisition vehicles, up to the full amount of the DIP Obligations in connection with any
sale of all or substantially all of the Debtors’ assets and property, including, without limitation,
any sale occurring pursuant to section 363 of the Bankruptcy Code or included as part of any
Chapter 11 plan subject to confirmation under section 1129(b)(2)(A)(iii) of the Bankruptcy Code,
or any sale or disposition of property of the Debtors’ estates by a chapter 7 trustee for any Debtor,
and shall automatically be deemed a qualified bidder with respect to any such sale or disposition.
(g) Intercreditor Agreements. Pursuant to section 510 of the Bankruptcy
Code, the Intercreditor Agreements, any other intercreditor agreement or subordination agreement
between and/or among the Prepetition Agents, any Prepetition Secured Party, and any other
applicable intercreditor or subordination provisions contained in any credit agreement, security
agreement, indenture or related document, (i) shall remain in full force and effect, (ii) shall
continue to govern the relative priorities, rights and remedies of the Prepetition Secured Parties,
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AMERICAS 103366484
RLF1 24236980v.1
and (iii) shall not be amended, altered or modified by the terms of this DIP Order.
(h) Binding Effect. The provisions of this DIP Order shall be binding upon all
parties in interest in the Cases and shall (solely to the extent set forth herein) inure to the benefit
of the DIP Secured Parties, the Prepetition Secured Parties, the Committee, the Debtors, and their
respective successors and assigns (including any trustee or other fiduciary hereinafter appointed
as a legal representative of the Debtors or with respect to the property of the estates of the Debtors)
whether in the Cases, in any Successor Case, or upon dismissal of any such Chapter 11 or Chapter
7 case.
(i) No Waiver for Failure to Seek Relief. The failure or delay of the DIP
Agent or the DIP Lenders to exercise rights and remedies under this DIP Order, the DIP Loan
Documents, or applicable law, as the case may be, shall not constitute a waiver of their respective
rights hereunder, thereunder, or otherwise.
(j) No Third Party Rights. Except as explicitly provided for herein, this DIP
Order does not create any rights for the benefit of any third party, creditor, equity holder, or any
direct, indirect, third party, or incidental beneficiary.
(k) Joint and Several Liability. Nothing in this DIP Order shall be construed
to constitute a substantive consolidation of any of the Debtors’ estates, it being understood,
however, that the Debtors shall be jointly and severally liable for the obligations hereunder and all
DIP Obligations in accordance with the terms hereof and of the DIP Loan Documents.
(l) Amendment. The Debtors and the DIP Agent (at the written direction of
the Required Lenders) may amend, modify, supplement, or waive any provision of the DIP Loan
Documents in accordance with the terms of the DIP Loan Documents and without further notice
to or approval of the Court (other than in the case of Material Amendments (as defined below))
but upon three (3) business days’ prior notice having been given to the U.S. Trustee, counsel to
49
AMERICAS 103366484
RLF1 24236980v.1
the Committee, and counsel to the Ad Hoc Noteholder Group; provided that the U.S. Trustee, the
Committee, and the Ad Hoc Noteholder Group shall be entitled to seek an emergency hearing
within such period. If an emergency hearing is requested to be held during such period but is
scheduled for a later date by the Court, such amendment, modification, supplement, or waiver shall
not be effective until the date of such hearing. Any modification or amendment that (w) increases
the interest rate (other than as a result of the imposition of the default rate) or imposes any new
fees (including consent fees) or increases the fees charged in connection with the DIP Facility, (x)
increases the commitments of the DIP Lenders to make Loans under the DIP Loan Documents, (y)
changes the Termination Date, or (z) otherwise is materially adverse to the interests of the Debtors
or their estates (each such modification or amendment of a type set forth in (w) – (z) of this
paragraph, a “Material Amendment”) must, in each case, be set forth in writing, signed by, or on
behalf of, the Debtors and the DIP Agent (after having obtained the approval of the Required
Lenders as provided in the DIP Loan Documents), and approved by the Court after notice to parties
in interest, including the U.S. Trustee and counsel to the Committee.
(m) Priority of Terms. Nothing herein is intended to modify or otherwise
affect the Third Interim Adequate Protection Order or the Master Lease Stipulation. To the extent
of any conflict between or among (i) the express terms or provisions of any of the DIP Loan
Documents or the Motion, on the one hand, and (ii) the terms and provisions of this DIP Order, on
the other hand (unless such term or provision herein is phrased in terms of “defined in” or “as set
forth in” the DIP Credit Agreement), the terms and provisions of this DIP Order shall prevail.
(n) Survival. The provisions of this DIP Order, including the Carve-Out, the
Adequate Protection, and any actions taken pursuant hereto shall survive entry of any order which
may be entered (i) confirming any plan of reorganization or plan of liquidation in any of the Cases,
(ii) converting any of the Cases to a case under Chapter 7 of the Bankruptcy Code, (iii) to the
50
AMERICAS 103366484
RLF1 24236980v.1
extent authorized by applicable law, dismissing any of the Cases, (iv) withdrawing of the reference
of any of the Cases from this Court, or (v) providing for abstention from handling or retaining of
jurisdiction of any of the Cases in this Court. The terms and provisions of this DIP Order and the
other DIP Loan Documents, including the DIP Liens and DIP Superpriority Claim granted
pursuant to this DIP Order and the other DIP Loan Documents, any priorities and protections
granted to or for the benefit of the DIP Secured Parties hereunder and thereunder, and the Carve-
Out, shall continue in full force and effect to the fullest extent provided by section 364(e) of the
Bankruptcy Code, and shall survive any repayment, refinancing or termination of the DIP Facility.
In the event of the entry of any order converting any of these Cases into a Successor Case, the DIP
Liens, the DIP Superpriority Claim, and the Carve-Out shall continue in these proceedings and in
any Successor Case, and such DIP Liens, DIP Superpriority Claim, and Carve-Out shall remain
binding on all parties in interest and enforceable and, as applicable, maintain their respective
priorities as provided by this DIP Order.
(o) Chubb Reservation of Rights. Notwithstanding anything to the contrary
herein or in the DIP Loan Documents, (i) the DIP Secured Parties shall not have a security interest
in or lien on the Chubb Collateral (as defined in the Debtors’ Motion for Entry of an Order (i)
Authorizing Assumption of the Insurance Program with the Chubb Companies, (ii) Modifying the
Automatic Stay and (iii) Granting Related Relief [Docket No. 737] (the “Chubb Assumption
Motion”)), which was approved by the Court on August 5, 2020 [Docket No. 898] (the “Chubb
Assumption Order”), (ii) this DIP Order does not grant the Debtors any right to use the Chubb
Collateral (or the proceeds thereof); and (iii) nothing, including the DIP Loan Documents and/or
this DIP Order, alters or modifies the terms and conditions of (a) the Chubb Assumption Order;
(b) the Insurance Program (as defined in the Chubb Assumption Motion); or (c) the Insurance
Order (as defined in the DIP Credit Agreement).

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AMERICAS 103366484
RLF1 24236980v.1
(p) GST Agreement. For the avoidance of any doubt, the Debtors and the DIP
Lenders acknowledge and agree that (i) title to, and ownership of, any vehicles sold to the Debtors
pursuant to the letter agreement between Gulf States Toyota, Inc. and The Hertz Corporation dated
July 17, 2018 (together with all amendments, extensions, and superseding agreements, the “GST
Agreement”) shall pass to the Debtors only as expressly provided in the GST Agreement, (ii) as
to any vehicles sold to the Debtors subject to the terms of the GST Agreement, the DIP Liens and
any other liens granted herein shall attach only to the Debtors’ interest in the vehicles as such
interest is provided in the GST Agreement, and (iii) nothing in this Order shall alter or expand the
rights of the parties under the GST Agreement.
(q) Effectiveness. Notwithstanding Bankruptcy Rule 4001(a)(3), 6004(h),
6006(d), 7062, or 9014, any Local Rule or Rule 62(a) of the Federal Rules of Civil Procedure, this
DIP Order shall be immediately effective and enforceable upon its entry and there shall be no stay
of execution or effectiveness of this DIP Order.
(r) Headings. Section headings used herein are for convenience only and are
not to affect the construction of or to be taken into consideration in interpreting this DIP Order.
(s) Waiver of any Applicable Stay. Any applicable stay (including, without
limitation, under Bankruptcy Rule 6004(h)) is hereby waived and shall not apply to this DIP Order.
(t) Retention of Jurisdiction. The Court has and will retain jurisdiction to
enforce this DIP Order according to its terms.
(u) Reporting. The Committee shall be entitled to any reporting received by
the DIP Lenders or the Prepetition Secured Parties pursuant to this DIP Order or any of the DIP
Loan Documents on the same schedule as the DIP Lenders or the Prepetition Secured Parties, as
applicable, receive such reporting.
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AMERICAS 103366484
RLF1 24236980v.1
(v) Diminution in Value. Nothing contained herein shall be deemed a finding
by the Court of any diminution in the value, or an acknowledgement by any of the Prepetition
Secured Parties against any diminution in value of their respective interests in the Prepetition
Collateral, and the rights of all parties are reserved. Nothing in this DIP Order shall be deemed a
determination of whether diminution in value shall be calculated based on the value of collateral
in the aggregate or otherwise or prejudice any party’s arguments with respect thereto.
Dated: October 29th, 2020

MARY F. WALRATH
Wilmington, Delaware
UNITED STATES BANKRUPTCY JUDGE
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Case 20-11218-MFW Doc 1661 Filed 10/29/20 Page 1 of 53

IN THE UNITED STATES BANKRUPTCY COURT

Case No. 20-11218 (MFW)

Re: D.I. 1521, 1523, 1524, 1635, 1641, 1642,

ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN DEBTOR-IN-POSSESSION

Stipulation) in accordance with the Master Lease Stipulation;

the Bankruptcy Code, solely of the DIP Secured Parties;

(v) the Court’s grant of Adequate Protection (as defined below);

Bankruptcy Code, in each case effective as of the Petition Date; and

effectiveness of this DIP Order.

THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND

operation of their businesses and properties as debtors-in-possession pursuant to sections 1107(a)

modification other than to the extent set forth herein.

E. Prepetition First Lien Obligations.

documents executed or delivered in connection therewith, including the “Loan Documents” as

referred to as the “RAC Loan Parties”.4

“Prepetition First Lien Loan Parties”.5

Agreement, dated as of November 2, 2017, and as further amended, restated, supplemented or

“Prepetition First Liens”).6

(together, as amended, restated, amended and restated, supplemented, waived, or otherwise

the “Prepetition Collateral”).

Facility and/or the DIP Loan Documents.

I. No Claims or Causes of Action. As of the date hereof, there exist no claims or

or, to the Debtors’ knowledge, any other person or entity.

reasonable and necessary.

K. Consent by Prepetition Secured Parties. The DIP Lenders party to the

L. No Credit Available on More Favorable Terms. As set forth in the Initial

M. Business Judgment and Good Faith Pursuant to Section 364(e).

commitments and other financial accommodations secured thereby.

vacated, reversed, or modified, on appeal or otherwise.

DIP Order, is vacated, reversed or modified, on appeal or otherwise.

Collateral and the Carve-Out.

O. Sections 506(c) and 552(b); No Marshaling. In light of the Prepetition Secured

Secured Parties as set forth herein.

Prepetition Secured Parties to challenge the validity, priority, enforceability, seniority,

avoidability, perfection, or extent of any alleged Senior Third Party Lien.

and sufficient cause appearing therefor,

(b) Authorization to Borrow, etc. In order to continue to operate its business,

guarantee, the DIP Facility up to an aggregate principal amount of $1,650,000,000.

required by such securitization documents), patents, copyrights, trademarks, tradenames, other

enforceable, and non-avoidable upon the entry of this DIP Order:

(i) pursuant to section 364(c)(2) of the Bankruptcy Code, a valid,

binding, continuing, enforceable, fully-perfected first priority security interest in

permitted by section 546(b) of the Bankruptcy Code);

(ii) pursuant to section 364(c)(3) of the Bankruptcy Code, a valid,

subsequent thereto as permitted by section 546(b) of the Bankruptcy Code) and

(iii) pursuant to section 364(d)(1) of the Bankruptcy Code, a valid,

binding, continuing, enforceable, fully perfected first priority priming security

Carve-Out, payment in full and discharge of the Casualty Superpriority Claims in

(e) Other Provisions Relating to the DIP Liens. Notwithstanding anything

4. Adequate Protection. In consideration for the Prepetition Secured Parties’

following adequate protection (the “Adequate Protection”):

Order shall not apply.

reallocated as payments of principal or otherwise, or subject to disgorgement, in each case solely

the “no marshalling” provision as set forth in paragraph 11 hereof.

mandatory payments described in paragraph 15 hereof.

jurisdiction in which the Debtors have real or personal property.

Obligations or DIP Liens, in each case of the DIP Secured Parties.

protection claims and liens granted under this DIP Order.

(b) Carve-Out Reserves.

amounts in a segregated account at an institution designated by the DIP Agent in

a Prepetition Secured Party in its capacity as such, or the Securitization

account at an institution designated by the DIP Agent in trust to pay Allowed