Preview | Master Exchange Agreement |

Table of Contents

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ARTICLE I

Definitions

SECTION 1.01.	Definitions	2

ARTICLE II

General Exchange Provisions

SECTION 2.01.	Exchange of Property	7
SECTION 2.02.	Disposition and Transfer of Relinquished Property	8
SECTION 2.03.	Acquisition and Transfer of Replacement Property	9
SECTION 2.04.	Assignment of Agreements.	9
SECTION 2.05.	Notice to Purchasers and Sellers	10
SECTION 2.06.	Direct Transfers	10
SECTION 2.07.	Matching of Relinquished and Replacement Property	10
SECTION 2.08.	Disclosure of Relationship	11
SECTION 2.09.	Exclusivity	11
SECTION 2.10.	Records	11

ARTICLE III

Identification

SECTION 3.01.	Identification of Replacement Property	11
SECTION 3.02.	Revocation of Identification	12

ARTICLE IV

Accounts

SECTION 4.01.	Accounts	12
SECTION 4.02.	Separation and Application of Funds in Joint Collection Accounts and Exchange Accounts; Proceeds from Transfer of Relinquished Property by the QI.	14
SECTION 4.03.	Payment for Replacement Property.	15
SECTION 4.04.	Investment of Funds in the Exchange Account.	16
SECTION 4.05.	Disbursements from Account	16
SECTION 4.06.	Disbursement Occurrence	17

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ARTICLE V

Indemnity By Each Legal Entity

SECTION 5.01.	No Personal Liability	17
SECTION 5.02.	Indemnity	17
SECTION 5.03.	Survival	18

ARTICLE VI

Representations, Warranties And Covenants

SECTION 6.01.	Representations and Warranties of the QI	18
SECTION 6.02.	Representations and Warranties of Owner	20
SECTION 6.03.	Representations and Warranties of Each Legal Entity	21
SECTION 6.04.	Survival of Representations and Warranties	22
SECTION 6.05.	Maintenance of Separate Existence	22
SECTION 6.06.	Ownership by Owner; Mergers	23
SECTION 6.07.	Organizational Documents	23
SECTION 6.08.	No Other Agreements	23
SECTION 6.09.	Other Business	23
SECTION 6.10.	QI Parent Downgrade Event Sale.	23
SECTION 6.11.	Trademark License	24
SECTION 6.12.	Confidentiality	25

ARTICLE VII

Term And Compensation; Escrow Agreement Termination

SECTION 7.01.	Term	26
SECTION 7.02.	Compensation	27
SECTION 7.03.	Escrow Agreement Termination	27

ARTICLE VIII

Miscellaneous

SECTION 8.01.	Pending Litigation	28
SECTION 8.02.	Notices	28
SECTION 8.03.	Amendments	29
SECTION 8.04.	Successors and Assigns; No Third-Party Beneficiaries	29
SECTION 8.05.	Governing Law, Venue, Jury Trial Waiver, and Attorneys? Fees.	30
SECTION 8.06.	Indebtedness	30
SECTION 8.07.	Strict Performance	30
SECTION 8.08.	Severability; Interpretation	30
SECTION 8.09.	Dates, Descriptions, Values, and Matching	30

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SECTION 8.10.	Counterparts	30
SECTION 8.11.	Entire Agreement	31
SECTION 8.12.	Electronic Signature	31
SECTION 8.13.	Acknowledgment of Independent Relationship	31
SECTION 8.14.	Headings	31
SECTION 8.15.	Force Majeure	31
SECTION 8.16.	Consequential Damages	31
SECTION 8.17.	Investment Losses	32
SECTION 8.18.	Treasury Regulations Disclosure Requirements	32
SECTION 8.19.	No Petitions	32
SECTION 8.20.	Servicer	33
SECTION 8.21.	Effective Time	33

This MASTER EXCHANGE AGREEMENT (this ?Agreement?) is entered into as of December 21, 2005, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the ?QI?), J.P. MORGAN PROPERTY HOLDINGS LLC, a Delaware limited liability company, THE HERTZ CORPORATION, a Delaware corporation (?Hertz?), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (?HVF?) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (?HGI?).

W I T N E S S E T H:

WHEREAS, HVF and HGI are single member limited liability companies, solely owned by Hertz, and therefore disregarded entities for purposes of the Code and the Treasury Regulations;

WHEREAS, each action taken by a Legal Entity in its individual capacity pursuant to this Agreement shall, for purposes of the Code and the Treasury Regulations, have been taken by Exchangor;

WHEREAS, Exchangor desires to exchange certain Vehicles that are held for productive use in its trade or business and that constitute Relinquished Property for other vehicles to be held for productive use in its trade or business that are like-kind to the Relinquished Property;

WHEREAS, the Relinquished Property will be sold to various buyers (each a ?Buyer?) from time to time, including Manufacturers and purchasers at auctions;

WHEREAS, the Replacement Property will be purchased from time to time from various Manufacturers and vehicle dealers (each a ?Seller?);

WHEREAS, it is the intention of the parties that each Exchange of Relinquished Property for Replacement Property, and the transactions related thereto, be effectuated pursuant to the terms of this Agreement;

WHEREAS, Exchangor and the QI desire and intend that the Exchanges accomplished by Exchangor and the QI under this Agreement (the ?LKE Program?) satisfy the requirements of a ?like kind exchange program? pursuant to Section 3.02 of Revenue Procedure 2003-39;

WHEREAS, Exchangor desires to effectuate each Exchange in a manner that will qualify as a like-kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the ?Code?) and the treasury regulations (the ?Treasury Regulations?) promulgated thereunder (and any applicable corresponding provisions of state tax legislation) pursuant to one or more of the ?safe harbors? described in Section 1.1031(k)-1(g) of the Treasury Regulations, and Revenue Procedure 2003-39;

WHEREAS, the QI is willing to act as a ?qualified intermediary? within the meaning of Section 1031 of the Code and Section 1.1031(k)-1(g)(4) of the Treasury Regulations

(such entity, a ?Qualified Intermediary?) in order to facilitate Exchanges of Relinquished Property for Replacement Property;

WHEREAS, it is the intention of the parties to maintain Joint Collection Accounts, Exchange Accounts and Joint Disbursement Accounts so that for purposes of the Treasury Regulations Exchangor is not determined to be in actual or constructive receipt of proceeds (including any earnings thereon) from the disposition of any Relinquished Property;

WHEREAS, Exchangor and the QI desire and intend this Agreement to satisfy the requirement of a written agreement referred to in Section 1.1031(k)-1(g)(4)(iii)(B) of the Treasury Regulations with respect to the applicable Relinquished Property and the applicable Replacement Property; and

WHEREAS, each Legal Entity will continue to comply with its obligations under the Related Documents to which it is a party;

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, each Legal Entity and the QI hereby agree as follows:

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