Exhibit 4.9.29
EXECUTION VERSION
CONSENT AND WAIVER
AGREEMENT
CONSENT AND WAIVER AGREEMENT, dated
as of May 19, 2009 (this “ Waiver Agreement
”), among AMBAC ASSURANCE CORPORATION, a Wisconsin stock
insurance company (“ Ambac ”), HERTZ VEHICLE
FINANCING LLC, a special purpose limited liability company
established under the laws of Delaware (“ HVF
”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association (as successor to BNY MIDWEST TRUST
COMPANY, an Illinois trust company), as trustee (together with its
successors in trust thereunder as provided in the Base Indenture
referred to below, the “ Trustee ”).
RECITALS
WHEREAS, HVF and the Trustee have
entered into the Second Amended and Restated Base Indenture, dated
as of August 1, 2006 (as amended, modified, restated or
supplemented from time to time, exclusive of any
Series Supplements, the “ Base Indenture
”);
WHEREAS, HVF and the Trustee have
entered into the Amended and Restated Series 2005-1
Supplement, dated as of August 1, 2006, supplementing the Base
Indenture (as amended, modified, restated or supplemented from time
to time, the “ Series 2005-1 Supplement
”);
WHEREAS, HVF and the Trustee have
entered into the Amended and Restated Series 2005-3
Supplement, dated as of August 1, 2006, supplementing the Base
Indenture (as amended, modified, restated or supplemented from time
to time, the “ Series 2005-3 Supplement
”);
WHEREAS, HVF and the Trustee have
entered into the Series 2008-1 Supplement, dated as of
September 12, 2008, supplementing the Base Indenture (as
amended, modified, restated or supplemented from time to time, the
“ Series 2008-1 Supplement ”);
WHEREAS, pursuant to
Section 6.6 of the Series 2005-2 Supplement Ambac is
deemed to be holder of 100% of the Class A Notes for the
purpose of giving consent to a waiver pursuant to the Base
Indenture or the Series 2005-2 Supplement and for the purpose
of giving direction to the Trustee pursuant to the Base
Indenture;
WHEREAS, pursuant to
Section 7.7 of the Series 2005-3 Supplement Ambac is
deemed to be holder of 100% of the Class A Notes for the
purpose of giving consent to a waiver pursuant to the Base
Indenture or the Series 2005-2 Supplement and for the purpose
of giving direction to the Trustee pursuant to the Base
Indenture;
WHEREAS, Section 12.2 of the
Base Indenture permits the provisions of the Base Indenture and any
Series Supplement to be waived, and Ambac, HVF and the Trustee
wish to waive (a) the requirement that the Series 2005-2
Rating Agency Condition and the Series 2005-3 Rating Agency
Condition be satisfied in connection with
