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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

1 THE HERTZ CORPORATION, et al., Case No. 20-11218 (MFW)

Debtors. (Jointly Administered)

______THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, on behalf of the estates of the Debtors, Adv. Pro. No. 20-______(MFW)

Plaintiff,

v. BARCLAYS BANK PLC, solely as the holder of a first lien and/or security interest in its capacity as collateral agent under an Amended and Restated Guarantee and Collateral Agreement dated November 2, 2017, and BOKF, N.A., solely as the holder of a second lien/and or security interest in its capacity as collateral agent under the Second Lien Collateral Agreement dated June 6, 2017,

Defendants.

COMPLAINT

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, for which joint administration for procedural purposes has been granted, 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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The Official Committee of Unsecured Creditors (the “Committee” or “Plaintiff”) of The

Hertz Corporation (“THC”) and its affiliated debtors and debtors in possession (collectively, the

“Debtors”), by and through its undersigned counsel, on behalf of and as the representative of the

Debtors’ estates, hereby alleges, for its complaint (“Complaint”) against Barclays Bank PLC

(“Barclays”) solely as the holder of a first lien and/or security interest in its capacity as collateral agent, and BOKF, N.A. (“BOKF”), solely as the holder of a second lien/and or security interest in its capacity as collateral agent (collectively, the “Collateral Agents”), upon information and belief based on its investigation to date, as follows:

INTRODUCTION

1. The Committee brings this adversary proceeding:

 For a declaratory judgment that the Debtors’ cash in certain deposit accounts on the petition date is not and was not subject to the Collateral Agents’ liens pursuant to the terms of the Collateral Agents’ security agreements and applicable law (Count One).

 For a declaratory judgment that any liens the Collateral Agents may have in approximately $307 million of cash held in certain deposit accounts on the petition date are unperfected and subject to avoidance, and are avoided, under section 544(a) of the Bankruptcy Code (Count Two).

 For declaratory judgments that the Collateral Agents’ liens do not extend to $580 million in money market securities owned by THC on the petition date that became subject to such liens during the 90 days prior to the petition date (the “Preference Period”), or to the proceeds of the sale of money market securities during the Preference Period, because the attachment of such liens should be avoided either as a preferential transfer (Count Three) or a constructively fraudulent transfer (Count Four).

2. In brief: the Collateral Agreements (defined below) exclude the Debtors’ deposit accounts listed on Exhibit 1 (the “Deposit Accounts”) and virtually all of the cash therein

(“Cash”) from the Collateral Agents’ liens. Thus, such Cash is and always has been unencumbered except to the extent the Collateral Agents can prove under UCC § 9-315 that their Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 3 of 27

liens attached to such Cash as proceeds of other collateral. The Collateral Agents cannot prove that, however, because the Debtors commingled billions of dollars that were received and disbursed through the Deposit Accounts.

3. In addition, the Collateral Agents never obtained control over the Deposit Accounts or the Cash by agreement or otherwise – thus any such lien on Deposit Accounts or Cash as of the petition date was also unperfected and thus voidable under Bankruptcy Code § 544(a)(1). On the petition date, the Debtors’ Cash in the Deposit Accounts totaled approximately $307 million. The

Committee seeks a declaratory judgment that such Cash, or such other amount determined by the

Court, is not subject to the Collateral Agents’ liens.

4. During the Preference Period, and while THC was insolvent, THC transferred unpledged Cash to money market funds in return for money market securities to which the

Collateral Agents’ liens attached. On the petition date, THC owned approximately $580 million of such securities. During the Preference Period but prior to the petition date THC also redeemed various money market securities and deposited the proceeds of those redemptions in various

Deposit Accounts. The Committee seeks a declaratory judgment that the lien on such securities and the proceeds of the sale of any such securities is avoidable as a preference under 11 U.S.C. §

547(b), or, alternatively, as a constructively fraudulent transfer under 11 U.S.C. § 548(a)(1)(B).

JURISDICTION AND VENUE

5. Pursuant to 28 U.S.C. §§ 157 and 1334(b), this Court has subject matter jurisdiction over this adversary proceeding, which arises under title 11 and arises in and relates to cases under title 11, specifically In re The Hertz Corporation, et al., Case No. 20-11218 (MFW).

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6. The statutory and legal predicates for the relief sought herein are the 11 U.S.C.

§§ 544, 547, 548 and 550, 28 U.S.C. §§ 2201 and 2202, UCC § 9-315, Rule 7001 of the Federal

Rules of Bankruptcy Procedure and the Collateral Agreements (as defined below).

7. This adversary proceeding is a “core” proceeding to be heard and determined by the Court pursuant to 28 U.S.C. § 157(b)(2), and the Court may enter final orders for matters contained herein.

8. Venue is proper in the District of Delaware pursuant to 28 U.S.C. § 1409.

9. Pursuant to Local Bankruptcy Rule 7008-1, Plaintiff states that it consents to the entry of final orders or judgments by the Court if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States

Constitution.

PROCEDURAL BACKGROUND

10. On May 22, 2020 (the “Petition Date”), each of the Debtors commenced a case by filing a voluntary petition for relief in this Court under Chapter 11 of the Bankruptcy Code. The

Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

11. On June 11, 2020, the United States Trustee for Region 3 appointed the Committee to act as the official committee of unsecured creditors of the Debtors.

12. On August 26, 2020, the Committee moved for standing to file this Complaint [D.I.

1141]. The Court granted the Committee’s motion on September 8, 2020 [D.I. 1220].

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THE PARTIES

13. Plaintiff is the Official Committee of Unsecured Creditors of the Debtors, acting on behalf of the Debtors pursuant to this Court’s order [D.I. 1220].

14. Defendant Barclays in its capacity as collateral agent holds liens to secure THC’s obligations under the Senior Credit Agreement and Letter of Credit Agreement, further defined below.

15. Defendant BOKF in its capacity as collateral agent holds liens to secure the

Debtors’ Prepetition Second Lien Notes, further defined below.

FACTS

I. The Relevant Debt and Related Agreements

16. THC is the lead borrower, together with various other Debtor-borrowers, under a

Credit Agreement dated June 30, 2016 (as amended, restated, supplemented, or otherwise modified as of the Petition Date, the “Senior Credit Agreement”). The Senior Credit Agreement provides for both a term loan (the “Senior Term Loan”) and revolving credit facility (the “Senior RCF”).

The Senior RCF provides a sub-limit for letters of credit (the “Senior RCF LCs”). Barclays is the administrative agent and collateral agent for these facilities. As of the Petition Date, the outstanding principal balance of the Senior Term Loan was approximately $656 million, the outstanding principal balance of the Senior RCF was approximately $615 million and the aggregate outstanding amount in issued Senior RCF LCs was approximately $243 million.

17. THC and the other Debtor-borrower entities are also party to a Letter of Credit

Agreement dated November 2, 2017 (as amended, restated, supplemented, or otherwise modified as of the Petition Date, the “Letter of Credit Agreement”). Barclays is the administrative agent and collateral agent for this facility as well. As of the Petition Date, the aggregate outstanding

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amount in issued letters of credit under the Letter of Credit Agreement was approximately $299 million. Finally, various Debtor entities were also party to certain prepetition hedge agreements

(the “First Lien Hedge Agreements”). As of the Petition Date, the outstanding principal balance owed under the First Lien Hedge Agreements was approximately $2.313 million.

18. THC and the other borrowers’ obligations under the Senior Credit Agreement, the

Letter of Credit Agreement and First Lien Hedge Agreements are secured by a first lien on collateral identified in a Guarantee and Collateral Agreement dated November 2, 2017 (as amended, restated, supplemented, or otherwise modified as of the Petition Date, the “Guarantee and Collateral Agreement”).

19. Claims for principal, interest and all other obligations arising under or in connection with the Senior Term Loan, Senior RCF, Letter of Credit Agreement and First Lien Hedge

Agreements are referred to as the “First Lien Claims” and the holders thereof, the “First Lien

Creditors.” As of the Petition Date, the aggregate amount of all First Lien Claims asserted by

First Lien Creditors exceeded $1.815 billion. (See Second Agreed Order (I) Authorizing Use of

Cash Collateral and (II) Granting Adequate Protection and Related Relief to Prepetition Secured

Parties [D.I. 559] (the “Second Cash Collateral Order”), Recital ¶ D(i) and (ii).)

20. Pursuant to an indenture dated June 6, 2017 (the “Second Lien Indenture”), THC issued 7.625% senior secured second priority notes due in 2022 (the “Prepetition Second Lien

Notes”) in the original principal amount of $1.250 billion. BOKF is the indenture trustee and collateral agent for the holders of those notes.

21. THC and the other borrowers’ obligations arising under or in connection with the

Prepetition Second Lien Notes are secured by collateral identified in a Collateral Agreement dated

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June 6, 2017 (as amended, amended and restated, supplemented or otherwise modified as of the

Petition Date, the “Second Lien Collateral Agreement”).

22. Claims for principal, interest and all other obligations arising under or in connection with the Prepetition Second Lien Notes are referred to as the “Second Lien Claims” and the holders thereof, the “Second Lien Creditors.” As of the Petition Date, the aggregate amount of all Second Lien Claims asserted by Second Lien Creditors exceeded $350 million. (See Second

Cash Collateral Order, Recital ¶ D(iv).) (The First Lien Creditors and Second Lien Creditors are referred to collectively as the “Prepetition Secured Parties”.)

23. As of the Petition Date, the asserted amounts of First Lien Claims and Second Lien

Claims totaled in excess of $2.165 billion.

II. The Collateral Agents Do Not Have Liens on Deposit Accounts or the Cash Therein.

24. The Debtors did not make an “all asset” pledge of collateral to the Collateral

Agents. Rather, pursuant to Section 3.1 of the Guarantee and Collateral Agreement and the substantially identical Second Lien Collateral Agreement (collectively, the “Collateral

Agreements”), THC and the other borrowers granted the Collateral Agents a security interest in certain enumerated categories of assets, including: “all Deposit Accounts (other than in respect of

Restricted Fleet Cash),” “all Investment Property,” “all Accounts in respect of Customer

Receivables…,” and “all Proceeds … of the foregoing.” Collateral Agreements at §§ 3.1(b), (e),

(h) and (n).

25. However, each Collateral Agreement expressly excluded the following assets

(among others) from the security interests granted thereunder:

any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or other bank or securities accounts, but excluding the Collateral Proceeds Account) to the extent the security interest in such asset is not automatically perfected or perfected by filings under the Uniform Commercial Code . . .

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Guarantee and Collateral Agreement § 3.3(u); Second Lien Collateral Agreement § 3.3(u)

(emphasis added). (The Collateral Agreements are governed by New York law and reference the

New York Uniform Commercial Code (the “UCC”).)

26. Considered together, the pledge and exclusion of deposit accounts mean that the

Collateral Agents do not have a security interest in the Deposit Accounts and Cash because such a security interest is not “automatically perfected or perfected by filings under the Uniform

Commercial Code.” Security interests in deposit accounts are perfected only by control of the accounts, which is often accomplished by having a Deposit Account Control Agreement (a

“DACA”). (Other methods of obtaining control, none of which is relevant here, are set forth in

UCC § 9-104.) The Collateral Agents do not have control of, or DACAs for, any of the Deposit

Accounts.

27. Nor do the Collateral Agents have a security interest in the vast majority of the

Debtors’ Cash as “proceeds” of their collateral. A security interest in “proceeds” does not

“automatically” attach to Cash, and is not “automatically” perfected in Cash – a security interest in proceeds attaches to Cash only if the Collateral Agents prove that proceeds of their collateral can be traced into the unpledged Deposit Accounts. UCC § 9-315. The Collateral Agents cannot trace their collateral, as required under the UCC, because, as shown below, the Debtors commingle virtually all their Cash.

28. One of THC’s principal operating accounts is a Deposit Account located at JP

Morgan Chase with account number ending in digits 8913 (the “THC Operating Account”).

Funds from many different sources – including, indisputably, sources that are not the Collateral

Agents’ collateral or proceeds of their collateral – flow into that account, are commingled there, and then flow out on an as-needed basis. The other branches of the Debtors’ businesses have

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similar operating accounts in which funds from many different sources are commingled, and collected or flow out on an as-needed basis. (All of the operating accounts are referred to collectively as the “Operating Accounts”.) Many millions of dollars are paid into and out of the

Operating Accounts on any given business day.

29. In addition to these Operating Accounts, the Debtors maintain various concentration accounts. Any balances remaining in the Operating Accounts at the conclusion of each day are swept (either automatically or manually) into these concentration accounts, and then funds are subsequently sent back to one or more Operating Accounts (or other Deposit Accounts).

This has the effect of further commingling the Debtors’ funds.

30. To establish a security interest in the Cash, the Collateral Agents must prove not only what payments into the Debtors’ accounts were proceeds of their collateral but also whether and to what extent such proceeds remained in any of the Deposit Accounts on the Petition Date, or any previous relevant date. The Committee submits that this cannot be done because (i) any such proceeds would have been swept from the Operating Accounts to the concentration accounts and back again (perhaps multiple times) and (ii) at each step of the way, they were commingled with other funds that were not collateral or proceeds of collateral, including, without limitation,

(1) Senior RCF draws; (2) rebates from vehicle manufacturers; (3) various other payments from contracts not related to the Company’s vehicle rental or fleet management businesses; (4) proceeds of vehicle sales that is collateral for other facilities and is not pledged to the Collateral Agents; and

(5) intercompany loans not evidenced by notes.

31. Senior RCF draws. On various dates between February 24 and April 9, 2020 (all within the Preference Period), THC drew down on the Senior RCF in an aggregate amount of $715 million and deposited such funds in the THC Operating Account. Nothing in the Collateral

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Agreements gave the Collateral Agents a lien on Senior RCF draws. Accordingly, these funds were unencumbered when drawn and unencumbered when deposited in the THC Operating

Account.

32. OEM Payments. THC receives Original Equipment Manufacturer (“OEM”) incentive rebates and other payments under agreements with various vehicle manufacturers. The

Collateral Agreements do not grant the Collateral Agents a security interest in such rebates and other payments. To the contrary, the Collateral Agreements expressly exclude from the collateral certain “Fleet Receivables,” defined in Section 1.1 of the Senior Credit Agreement as including

“original equipment manufacturer program Receivables, original equipment manufacturer incentive Receivables . . . .” Senior Credit Agreement § 1.1, Guarantee and Collateral Agreement

§ 3.3(n); Second Lien Collateral Agreement §§ 1.1 & 3.3(n). During the Preference Period, the

Debtors received in excess of $100 million in unpledged OEM rebates, as well as additional OEM payments, portions of which were deposited into and flowed through several of the Debtors’

Deposit Accounts, up to concentration accounts, and back out again to Operating Accounts.

33. Other Contractual Payments. Similar to the OEM Rebates, during the preference period THC received various payments on account of contracts that were not related to vehicle rentals and fleet management services. The Committee has identified over $40 million in such payments that were received during the Preference Period and were deposited into and flowed through the Debtors’ Deposit Accounts.

34. Vehicle Sale Proceeds. During the Preference Period, the Debtors received hundreds of millions of dollars from the sale of vehicles. All or most of these funds were pledged to secure other financial facilities. The Collateral Agreements do not grant the Collateral Agents a security interest in such proceeds. Indeed, in various instances, those proceeds were expressly

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excluded from collateral. See, e.g., Senior Credit Agreement § 3.3(o); Second Lien Credit

Agreement § 3.3(o).

35. Intercompany Loans. Although the Collateral Agreements contain pledges of

“Intercompany Notes” to the Collateral Agents, they do not pledge intercompany loans that are not memorialized by Intercompany Notes. (Under the Collateral Agreements, the term

“Intercompany Note” is defined as “any promissory note in a principal amount in excess of $5 million evidencing loans made by” certain Debtors and non-debtor affiliates to other specified

Debtors and non-debtor affiliates. Senior Credit Agreement § 1.1; Second Lien Indenture §

1.1(b).) While a handful of such Intercompany Notes exist, the Committee’s diligence to date indicates that most inter-Debtor loans were not memorialized by Intercompany Notes but only by entries in the Debtors’ books and records and, in certain instances, by intercompany loan agreements without accompanying promissory notes. These types of intercompany loans were not pledged to the Collateral Agents, and Cash transferred in connection with those intercompany loans therefore was not proceeds of any collateral.

36. In particular, the Debtors’ books and records show transfers from the special purpose entities that purchase the Debtors’ rental cars for use by THC and its operating subsidiaries. During the Preference Period, THC received more than $500 million in cash from the special purpose entities.

37. The Collateral Agreements pledge THC’s direct or indirect equity interests in these special purpose entities, but the transfers from these entities to THC either (i) are not recorded as distributions on the pledged equity interests, and therefore cannot be proceeds of such equity interests; or (ii) if recorded as return of capital investments, were in reality repayment of short- term (sometimes single day) loans, and therefore are not actually proceeds of such equity interests.

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The distributions also are not recorded as payments on any Intercompany Note and therefore are not proceeds of such Intercompany Note. Therefore the $500 million paid by the special purpose entities to THC during the Preference Period were not proceeds of any collateral.

38. Excluded Cash. Based on the Committee’s investigation to date, the only accounts that receive proceeds of collateral (i.e., certain vehicle rental payments) that are not commingled with other funds are a handful of lockbox and “field depository” accounts. Checks, wire transfers and bills and coins received from rental car operations are deposited into these accounts, and regularly swept up into one of the Debtors’ operating accounts. On the Petition Date, these accounts held less than $1.5 million in the aggregate, as reflected in the annexed Exhibit 2 (the

“Excluded Cash”). Because these funds were the proceeds of the Collateral Agents’ prepetition collateral and, based on the information available to the Committee to date, were not commingled with any other funds, the Collateral Agents’ lien continued to attach to these moneys pursuant to

UCC § 9-315(a)(2).

39. Thus the Debtors’ Deposit Accounts, and Cash (other than the Excluded Cash) therein, are not subject to any lien held by the Collateral Agents.

III. The Collateral Agents Received Avoidable Transfers of More Than $580 Million

A. THC Transferred Property for the Benefit of the Secured Creditors.

40. On various dates throughout the Preference Period, THC transferred un-pledged funds from the un-pledged THC Operating Account to money market funds identified on Exhibit

3 (the “Money Market Funds”) in return for securities in such funds (the “Money Market

Securities”).

41. Money Market Securities are redeemable on one day’s notice from each Money

Market Fund for cash in the amount invested plus income earned on such amount. Thus each

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dollar of THC’s cash bought a Money Market Security redeemable for a dollar plus income earned on the dollar. The liens under the Collateral Agreements attached to the Money Market Securities.

42. During the Preference Period, THC transferred more than $2 billion from the THC

Operating Account, which is not subject to the Collateral Agents’ liens, to the Money Market

Funds in return for Money Market Securities, which became subject to the Collateral Agents’ liens.

43. The attachment of the Collateral Agents’ liens to each Money Market Security acquired during the Preference Period was a transfer for the benefit of the First Lien Creditors and

Second Lien Creditors on account of First Lien Claims and Second Lien Claims comprising antecedent debt owed by THC before each transfer was made.

44. These transfers, and any other transfers to the Money Market Funds, and the attachment of the Collateral Agents’ liens to Money Market Securities during the Preference

Period, are referred to herein as the “Challenged Transfers.”

45. The Committee is currently aware of 46 separate Challenged Transfers during the

Preference Period, which commenced on February 22, 2020. Those Challenged Transfers are listed on the annexed Exhibit 4. As a few examples: On February 24, just hours after drawing

$225 million from the Senior RCF (unencumbered) into its Operating Account (also unencumbered), THC transferred $190 million to the Money Market Funds in return for a like amount of Money Market Securities which became subject to the Collateral Agents’ liens. Similar transfers occurred on March 12 ($250 million drawn from the Senior RCF into the THC Operating

Account, and $235 million transferred to Money Market Funds) and March 13-16 ($120 million drawn from the Senior RCF into the THC Operating Account, and $80 million transferred to the

Money Market Funds).

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46. As a result of these and other transfers, on the Petition Date, THC owned approximately $580 million in Money Market Securities that had become subject to the Collateral

Agents’ liens during the Preference Period.

47. In addition, on various occasions during the Preference Period, THC redeemed

Money Market Securities from the Money Market Funds, and deposited the Cash proceeds of those redemptions in Deposit Accounts. Because the Collateral Agents’ liens on Money Market

Securities was voidable as a preference, or alternatively as a fraudulent transfer, the redemption of such securities yielded proceeds that were not subject to such avoided liens. (And even if the liens had been valid, the proceeds cannot be traced by the Collateral Agents.)

B. The Transfers Were on Account of Antecedent Debt.

48. The Collateral Agent’s liens attached to Money Market Securities to secure repayment of First Lien Claims and Second Lien Claims. At all times during the Preference Period,

First Lien Claims exceeded $1.815 billion and Second Lien Claims exceeded $350 million.

49. Therefore each attachment of such liens to an increased amount of Money Market

Securities constituted a transfer on account of antecedent debt.

C. The Challenged Transfers Were Made While THC Was Insolvent, and While It Was Undercapitalized Or Unable To Pay Its Debts as they Came Due

50. Under Bankruptcy Code § 101(32)(A), “the term ‘insolvent’ means . . . with reference to an entity other than a partnership and a municipality, financial condition such that the sum of such entity’s debts is greater than all of such entity’s property, at a fair valuation.” For the purposes of the Committee’s claim to avoid the Challenged Transfers as preferences, Bankruptcy

Code § 547(f) provides that THC “is presumed to have been insolvent on each of the 90 days immediately preceding the date of the filing of the petition.” For purposes of the Committee’s claim to avoid the Challenged Transfers as constructively fraudulent, Bankruptcy Code

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§ 548(a)(1)(B)(ii) requires the Debtors, on the date of each transfer, to have been (or to have been rendered) “insolvent,” left with “unreasonably small capital,” or to have intended to incur “debts that would be beyond the debtor’s ability to pay as such debts matured.”

51. The facts support Section 547(f)’s presumption and will also demonstrate, for purposes of Section 548, that THC was insolvent, undercapitalized, and unable to pay its debts as they came due on the dates of the Challenged Transfers.

52. At the start of the Preference Period on February 22, 2020 (and by the date of the first relevant Senior RCF draw on February 24), the COVID-19 pandemic had already begun to significantly impair the Debtors’ business. Fewer people were travelling and renting vehicles, cancellations were increasing and reservations were declining. An internal email transmitted on

February 28, 2020 from THC’s Treasurer to THC’s CFO raised alarm bells about the potential for a liquidity crisis, as well as concerns that the Debtors might miss certain key valuation metrics.

The Debtors’ liquidity crisis caused the Debtors to draw the maximum amount available under the

Senior RCF facility. There is also strong market-based evidence that THC was insolvent during the Preference Period, including, among other things, steep discounts in the price of the Debtors’ publicly traded bonds. (See also infra, discussing the declines in THC’s business, which also reflects on THC’s insolvency, undercapitalization and inability to pay its debts.)

D. The Challenged Transfers Were Made during the Preference Period.

53. The Petition Date was May 22, 2020. The Preference Period commenced 90 days earlier, on February 22, 2020. The Challenged Transfers occurred between February 24 and May

21, 2020. Therefore each Challenged Transfer was made on or within 90 days before the Petition

Date.

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E. The Challenged Transfers Enable the Prepetition Secured Parties to Receive More Than They Would in a Liquidation.

54. The Challenged Transfers have enabled the Prepetition Secured Parties to receive more than they would have received if (i) THC had been liquidated under Chapter 7 of the

Bankruptcy Code on the Petition Date, (ii) the Challenged Transfers had not been made, and (iii) the First Lien Creditors and Second Lien Creditors had received payment of their debts to the extent provided by the provisions of the Bankruptcy Code. As of the date of each Challenged

Transfer and on the Petition Date, the fair value of the collateral subject to the Collateral Agents’ liens was less than the aggregate amount of the First Lien Claims and far less than the aggregate amount of both First and Second Lien Claims.

55. By the dates of the Challenged Transfers and THC’s bankruptcy filing, the market value of THC’s assets and the Collateral Agents’ collateral (such as Customer Receivables) was in freefall due to the dramatic curtailment of economic activity and travel in the United States and around the globe caused by the COVID pandemic. For example, by mid-March 2020, the Debtors’ airport reservations had declined from March 2019 levels by between 75 and 90%. Similarly, the

Debtors’ off-airport locations’ reservations had declined by mid-March 2020 to approximately

70% of March 2019 levels. Those trends and year-over-year reductions continued through the

Petition Date. Revenue in March and April 2020 had declined by more than 30% and 70%, respectively, from 2019 levels. Fleet utilization, which had been around 75-80% prior to COVID, fell to 15% by the Petition Date. In fact, the Petition Date was at or close to the absolute economic nadir of the pandemic, and on that date both the First Lien Creditors and Second Lien Creditors were under-secured.

56. If THC had been forced to liquidate its assets under Chapter 7 of the Bankruptcy

Code on the dates of the Challenged Transfers or on the Petition Date, and if the Challenged

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Transfers had not been made, neither the First Lien Creditors nor the Second Lien Creditors would have recovered the full value of their outstanding debt. If the Challenged Transfers are not avoided, the Prepetition Secured Parties are likely to recover substantially more.

F. Lack of New or Reasonably Equivalent Value

57. The Debtors received nothing in return for the attachment of the Collateral Agents’ liens to the Money Market Securities. The Collateral Agents did not provide a forbearance, covenant easing, interest relief or any other benefit to the Debtors. Ironically, the very purpose of the Debtors’ Senior RCF draws and subsequent Money Market Securities purchases with that and other Cash was to increase their liquidity. It was not to enable the Prepetition Secured Parties to recover more than they otherwise would have. The Debtors did not receive new or reasonably equivalent value for the Challenged Transfers.

IV. Cash Identified in the Second Cash Collateral Order as “Undisputed Corporate Cash Collateral” Is Almost Entirely Unencumbered.

58. The Second Cash Collateral Order – entered in connection with the Debtors’ motion to approve the use of collateral and grant the Collateral Agents certain adequate protection rights

– refers to Cash in various deposit accounts on the Petition Date as “Undisputed Corporate Cash

Collateral.” See Second Cash Collateral Order, Recital D(v)(a). The Committee does not agree with this characterization.

59. “Undisputed Corporate Cash Collateral” was defined (in relevant part) as follows:

certain cash on deposit as of the Petition Date in (i) the account number *4295 maintained by JP Morgan Chase in the name of The Hertz Corporation (the “JPMC Account”), (ii) the account number *7509 maintained by JP Morgan Chase in the Name of THC (the “THC AP Account”), (iii) the account number *6506 maintained by JP Morgan Chase in the name of DTG Operations, Inc. (the “DTG AP Account”), and (iv) the accounts listed on Exhibit B to this [Second Cash Collateral Order].

Id.

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60. The Cash in these accounts on the Petition Date was as follows: (i) THC account

*4295 (i.e., the JPMC Account, also referred to in some pleadings as the “THC Master Account”)

– $27,546,033.71; (ii) THC account *7509 (i.e., the THC AP Account) – $5,598,288.48; (iii) DTG account *6506 (i.e., the DTG AP Account) – $1,760,271.78; and (iv) the accounts listed on Exhibit

B to the Second Cash Collateral Order (which are comprised of a mixture of operating accounts, lockbox accounts and field depository accounts) – $5,476,263. A list of these accounts and the amounts they contained on the Petition Date is annexed as Exhibit 5.

61. The Second Cash Collateral Order expressly reserved for the Committee and any other party in interest the right to challenge the designation of this Cash as Undisputed Corporate

Cash Collateral and to seek modifications to the Second Cash Collateral Order. See Second Cash

Collateral Order ¶ D(v)(c). It also stated that the Court was not making any findings as to the extent or validity of the Collateral Agents’ liens. Id. ¶ 3(i).

62. None of the accounts identified in the Second Cash Collateral Order are encumbered by the Collateral Agents’ liens because none of those accounts is controlled by the

Collateral Agents. Furthermore, the vast majority of the Cash in those accounts also is unencumbered. This is because, with the exception of the Excluded Cash, as described above, all of that Cash was commingled in operating accounts, concentration accounts, or other deposit accounts that contained Cash that was not the proceeds of the Collateral Agents’ collateral.

63. For example, millions of dollars in the THC Master Account on the Petition Date were pledged to secure other financial facilities and excluded from collateral. See, e.g., Senior

Credit Agreement § 3.3(o); Second Lien Credit Agreement § 3.3(o). Other funds that were deposited to the THC Master Account were directly traceable to unencumbered funds. Just hours before the filing of the petition, THC sold a piece of real property in Oklahoma. Although that

17 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 19 of 27

property had previously been encumbered, the Collateral Agents released their lien before the sale

(as contemplated by Senior Credit Agreement §§ 8.4 and 10.09(b)(A)(ii) and Second Lien

Indenture §§ 411 and 1402). Nothing in the Collateral Agreements (or the releases) gave the

Collateral Agents a continued interest in the proceeds of the sale of that property after they released their lien. Accordingly, when the proceeds of that sale were transferred to the THC Master

Account, they were unencumbered.

CLAIMS FOR RELIEF

COUNT ONE (Declaratory Judgment that Cash Is Not Subject to Any Liens held by the Collateral Agents – 28 U.S.C. §§ 2201 and 2202, UCC § 9-315, Fed. R. Bankr. P. 7001)

64. Plaintiff incorporates all preceding paragraphs as if fully re-alleged herein.

65. As noted above, each of the Collateral Agreements specifically excludes from the

Collateral Agents’ collateral any assets requiring perfection through control “including cash, cash equivalents, deposit accounts or other bank or securities accounts[.]”

66. The Collateral Agents do not have control of any of the Deposit Accounts.

67. Given the foregoing, the Collateral Agents have no security interest in Deposit

Accounts or Cash held by THC today, the Collateral Agents had no security interest in Deposit

Accounts or Cash held by THC on the Petition Date other than the Excluded Cash, and the

Collateral Agents had no security interest in Deposit Accounts or Cash held by THC on any other date, other than, in each case, to the extent the Collateral Agents can identify any such amounts as proceeds of their collateral in accordance with UCC § 9-315(b)(2).

68. Because the Debtors routinely commingled cash in their Operating Accounts and other accounts, including, in THC’s case, the proceeds of unencumbered Senior RCF draws, OEM payments and intercompany loans, including from special purpose entities that purchase the

18 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 20 of 27

Debtors’ rental cars for use by THC and its operating subsidiaries, other than the Excluded Cash, any proceeds of the Collateral Agents’ collateral has been mixed with cash from other sources.

69. Consequently, the Collateral Agents cannot identify any Cash as proceeds and, pursuant to UCC § 9-315(b)(2), their security interest does not attach to any Cash other than the

Excluded Cash.

70. The Collateral Agents assert that they hold a security interest in at least some of the

Cash other than the Excluded Cash.

71. Accordingly, an actual, substantial and justiciable controversy exists between

Plaintiff and the Collateral Agents concerning the scope and extent of the Collateral Agents’ interest in the THC’s cash.

72. Plaintiff is entitled to a judgment declaring that the Collateral Agents do not have any security interest in any Cash in the Debtors’ possession today, any security interest in any

Cash in the Debtors’ possession on the Petition Date other than the Excluded Cash, or any security interest in any Cash in the Debtors’ possession on any other date. Plaintiff is also entitled to a judgment declaring that the Collateral Agents (on behalf of the Prepetition Secured Parties) are not currently, and never were, entitled to adequate protection payments based on any purported interest in any of the Debtors’ Cash other than the Excluded Cash, and that any adequate protection payments previously made on account of such Cash should be characterized as payments of principal.

COUNT TWO (Declaratory Judgment that Cash Is Not Subject to the Collateral Agents’ Liens – 28 U.S.C. §§ 2201 and 2202, 11 U.S.C. § 544(a)(1), Fed. R. Bankr. P. 7001)

73. Plaintiff incorporates all preceding paragraphs as if fully re-alleged herein.

19 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 21 of 27

74. Section 544(a)(1) of the Bankruptcy Code provides that “(a) The trustee shall have, as of the commencement of the case, and without regard to any knowledge of the trustee or of any creditor, the rights and powers of, or may avoid any transfer of property of the debtor or any obligation incurred by the debtor that is voidable by— (1) a creditor that extends credit to the debtor at the time of the commencement of the case, and that obtains, at such time and with respect to such credit, a judicial lien on all property on which a creditor on a simple contract could have obtained such a judicial lien, whether or not such a creditor exists.”

75. The Committee, suing on behalf of and in the name of the Debtors, has the powers of the trustee, and has the status of a hypothetical lien creditor by virtue of Section 544(a)(1) of the Bankruptcy Code.

76. Pursuant to Section 9-317(a)(2) of the UCC, an unperfected security interest is subordinate to the rights of a person who becomes a lien creditor before the security interest is perfected.

77. For the reasons described in Count One, the Collateral Agents’ security interest in any of the Debtors’ Cash other than the Excluded Cash has not yet attached, and will only attach if and to the extent the Collateral Agents identify and trace the Cash as proceeds of their collateral.

Therefore, according to UCC § 9-317(a)(2), the Collateral Agents’ interest in the Debtors’ prepetition cash is subordinate to the Debtors’ rights as a hypothetical lien creditor under

Bankruptcy Code § 544(a)(1).

78. The Collateral Agents assert that their security interest in at least some of the

Debtors’ Cash other than the Excluded Cash has attached and is superior to the Debtors’ rights as a hypothetical lien creditor.

20 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 22 of 27

79. Accordingly, an actual, substantial and justiciable controversy exists between

Plaintiff and the Collateral Agents concerning the scope and extent of the Collateral Agents’ interest in the Debtors’ Cash.

80. Plaintiff is entitled to a judgment declaring that the Collateral Agents do not have any security interest in any of the Cash in the Debtors’ possession on the Petition Date other than the Excluded Cash except to the extent, if any, that the Collateral Agents first prove that their security interest attached to such cash as the traced proceeds of their prepetition collateral, and therefore that such cash is subject to a perfected security interest superior to the Debtors’ rights as a hypothetical lien creditor. Plaintiff is also entitled to a judgment declaring that the Collateral

Agents (on behalf of the Prepetition Secured Parties) are not currently, and never were, entitled to adequate protection payments based on any purported interest in any of the Debtors’ Cash other than the Excluded Cash, and that any adequate protection payments previously made on account of such Cash should be characterized as payments of principal.

COUNT THREE (Declaratory Judgment that the Attachment of Liens to Money Market Securities Was an Avoidable Preferential Transfer and Avoidance of Said Transfer – 28 U.S.C. §§ 2201 and 2202, 11 U.S.C. §§ 547 and 550, Fed. R. Bankr. P. 7001)

81. Plaintiff incorporates all preceding paragraphs as if fully re-alleged herein.

82. As more particularly described above and in Exhibit 4, THC made multiple avoidable Challenged Transfers during the Preference Period.

83. Each Challenged Transfer was made by THC transferring Cash (not pledged to the

Collateral Agents) to the Money Market Funds in exchange for Money Market Securities (pledged to the Collateral Agents).

21 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 23 of 27

84. Each attachment of the Collateral Agents’ liens to additional Money Market

Securities constituted a transfer of THC’s property to or for the benefit of the First Lien Creditors and Second Lien Creditors.

85. Each attachment of the Collateral Agents’ liens to additional Money Market

Securities constituted a transfer for or on account of First Lien Claims and Second Lien Claims constituting antecedent debt owed by THC before such transfers were made.

86. Each attachment of the Collateral Agents’ liens to additional Money Market

Securities constituted a transfer made while THC was insolvent.

87. Each attachment of the Collateral Agents’ liens to additional Money Market

Securities since February 22, 2020 constituted a transfer made on or within 90 days of the Petition

Date.

88. Each attachment of the Collateral Agents’ liens to additional Money Market

Securities was a transfer that enabled the First Lien Creditors and the Second Lien Creditors to receive more than they would receive if the case were a case under chapter 7 of the Bankruptcy

Code, the transfers had not been made and the First Lien Creditors and Second Lien Creditors had received payment of their debts to the extent provided by the provisions of the Bankruptcy Code.

89. Accordingly, each of the Challenged Transfers constitutes an avoidable preference;

Plaintiff is entitled to an order and judgment declaring that the following are not subject to the

Collateral Agents’ liens: (a) not less than $580 million in Money Market Securities owned by THC on the Petition Date; and (b) proceeds of Money Market Securities redemptions in an amount to be determined at trial currently in the Debtors’ Deposit Accounts or otherwise still in the Debtors’ possession. Plaintiff is also entitled to a judgment declaring that the Collateral Agents (on behalf of the Prepetition Secured Parties) are not currently, and never were, entitled to adequate protection

22 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 24 of 27

payments based on any purported interest in any of THC’s Money Market Securities or the proceeds of any Money Market Securities redemptions, and that any adequate protection payments previously made on account of such Money Market Securities or the proceeds thereof should be characterized as payments of principal.

COUNT FOUR (Declaratory Judgment that the Attachment of Liens to Money Market Securities Was an Avoidable Constructively Fraudulent Transfer and Avoidance of Said Transfers – 28 U.S.C. §§ 2201 and 2202, 11 U.S.C. §§ 548 and 550, Fed. R. Bankr. P. 7001)

90. Plaintiff incorporates all preceding paragraphs as if fully re-alleged herein.

91. As more particularly described above and in Exhibit 4, THC made multiple avoidable Challenged Transfers during the Preference Period.

92. Each Challenged Transfer was made by THC transferring Cash (not pledged to the

Collateral Agents) to the Money Market Funds in exchange for Money Market Securities (pledged to the Collateral Agents).

93. Each attachment of the Collateral Agents’ liens to additional Money Market

Securities constituted a transfer of THC’s property to or for the benefit of the First Lien Creditors and Second Lien Creditors.

94. The Debtors did not receive reasonably equivalent value on account of the

Challenged Transfers.

95. Each attachment of the Collateral Agents’ liens to additional Money Market

Securities constituted a transfer made while THC was, or caused THC to be rendered, insolvent, undercapitalized or unable to pay its debts as they came due.

96. Accordingly, each of the Challenged Transfers constitutes an avoidable constructively fraudulent transfer; Plaintiff is entitled to an order and judgment declaring that the following are not subject to the Collateral Agents’ liens: (a) not less than $580 million in Money

23 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 25 of 27

Market Securities owned by THC on the Petition Date; and (b) proceeds of Money Market

Securities redemptions in an amount to be determined at trial currently in the Debtors’ Deposit

Accounts or otherwise still in the Debtors’ possession. Plaintiff is also entitled to a judgment declaring that the Collateral Agents (on behalf of the Prepetition Secured Parties) are not currently, and never were, entitled to adequate protection payments based on any purported interest in any of THC’s Money Market Securities or the proceeds of any Money Market Securities redemptions, and that any adequate protection payments previously made on account of such Money Market

Securities or the proceeds thereof should be characterized as payments of principal.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully requests entry of a judgment in its favor against the

Collateral Agents as follows:

(a) On the first claim, declaratory judgment that the Collateral Agents’ asserted liens have not attached to the Cash other than the Excluded Cash pursuant to the terms of the Collateral Agreements and UCC § 9-315 and therefore the Cash other than the Excluded Cash is not pledged to the Collateral Agents;

(b) On the second claim (in the alternative to the first claim), for declaratory judgment that the Collateral Agents’ asserted liens on Cash other than the Excluded Cash are subject to Debtor THC’s rights as a hypothetical lien creditor under Bankruptcy Code § 544(a)(1) and therefore the Cash other than the Excluded Cash is not subject to any valid lien of the Collateral Agents;

(c) On the third claim, declaratory judgment that the attachments of the Collateral Agents’ liens to (i) Money Market Securities during the Preference Period, and the $580 million thereof remaining on the Petition Date; or (ii) the proceeds of the redemption of such securities in the Debtors’ possession on the Petition Date, are avoidable preferential transfers, and avoiding such liens;

(d) On the fourth claim, declaratory judgment that the attachments of the Collateral Agents’ liens to (i) Money Market Securities during the Preference Period, and the $580 million thereof remaining on the Petition Date; or (ii) the proceeds of the redemption of such securities in the Debtors’

24 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 26 of 27

possession on the Petition Date, are avoidable constructively fraudulent transfers, and avoiding such liens;

(e) On all four claims, declaratory judgment that the Collateral Agents (on behalf of the Prepetition Secured Parties) are not currently, and never were, entitled to adequate protection payments based on any purported interest in any of the Debtors’ Cash other than the Excluded Cash, Money Market Securities, or the proceeds of any Money Market Securities redemptions, and that any adequate protection payments previously made on account of such Cash, Money Market Securities or the proceeds thereof should be characterized as payments on account of principal; and

(e) For such other and further relief as this Court may deem just and proper.

[Remainder of Page Intentionally Left Blank]

25 Case 20-11218-MFW Doc 1272 Filed 09/11/20 Page 27 of 27

Dated: September 11, 2020 BENESCH, FRIEDLANDER, COPLAN Wilmington, Delaware & ARONOFF LLP

/s/ Jennifer R. Hoover Jennifer R. Hoover (No. 5111) Kevin M. Capuzzi (No. 5462) John C. Gentile (No. 6159) 1313 N. Market St., Suite 1201 Wilmington, Delaware 19801 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 Email: [email protected] [email protected] [email protected]

Counsel for the Official Committee of Unsecured Creditors

-and-

KRAMER LEVIN NAFTALIS & FRANKEL LLP Thomas Moers Mayer (admitted pro hac vice) Amy Caton (admitted pro hac vice) Gregory A. Horowitz (admitted pro hac vice) Natan M. Hamerman (to be admitted pro hac vice) Alice J. Byowitz (admitted pro hac vice) 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: [email protected] [email protected] [email protected] [email protected] [email protected]

Counsel for the Official Committee of Unsecured Creditors against BOKF, N.A.

26 Case 20-11218-MFW Doc 1272-1 Filed 09/11/20 Page 1 of 2

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re THE HERTZ CORPORATION, et al.,1 ) Chapter 11 Debtors. ) ) Case No.: 20-11218 (MFW) THE OFFICIAL COMMITTEE OF ) UNSECURED CREDITORS, on behalf of the ) estates of the Debtors, ) ) Plaintiff, ) v. ) Adv. Proc. No.: 20- (MFW) ) BARCLAYS BANK PLC, solely as the holder ) of a first lien and/or security interest in its ) capacity as collateral agent under an Amended ) and Restated Guarantee and Collateral ) Agreement dated November 2, 2017, and ) BOKF, N.A., solely as the holder of a second ) lien/and or security interest in its capacity as ) collateral agent under the Second Lien ) Collateral Agreement dated June 6, 2017, ) ) Defendants. )

NOTICE OF DISPUTE RESOLUTION ALTERNATIVES

As party to litigation you have a right to adjudication of your matter by a judge of this

Court. Settlement of your case, however, can often produce a resolution more quickly than appearing before a judge. Additionally, settlement can also reduce the expense, inconvenience, and uncertainty of litigation.

There are dispute resolution structures, other than litigation, that can lead to resolving your case. Alternative Dispute Resolution (ADR) is offered through a program established by this

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, for which joint administration for procedural purposes has been granted, 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. Case 20-11218-MFW Doc 1272-1 Filed 09/11/20 Page 2 of 2

Court. The use of these services are often productive and effective in settling disputes. The purpose of this Notice is to furnish general information about ADR.

The ADR structures used most often are mediation, early-neutral evaluation, mediation/arbitration and arbitration. In each, the process is presided over by an impartial third party, called the “neutral”.

In mediation and early neutral evaluation, an experienced neutral has no power to impose a settlement on you. It fosters an environment where offers can be discussed and exchanged. In the process, together, you and your attorney will be involved in weighing settlement proposals and crafting a settlement. The Court in its Local Rules requires all ADR processes, except threat of a potential criminal action, to be confidential. You will not be prejudiced in the event a settlement is not achieved because the presiding judge will not be advised of the content of any of your settlement discussions.

Mediation/arbitration is a process where you submit to mediation and, if it is unsuccessful, agree that the mediator will act as an arbitrator. At that point, the process is the same as arbitration.

You, through your counsel, will present evidence to a neutral, who issues a decision. If the matter in controversy arises in the main bankruptcy case or arises from a subsidiary issue in an adversary proceeding, the arbitration, though voluntary, may be binding. If a party requests de novo review of an arbitration award, the judge will rehear the case.

Your attorney can provide you with additional information about ADR and advise you as to whether and when ADR might be helpful in your case.

Dated: September 11, 2020 /s/ Una O'Boyle Clerk of the Court

2

Case 20-11218-MFW Doc 1272-2 Filed 09/11/20 Page 1 of 2

EXHIBIT 1

List of Accounts the Committee Currently Believes to be “Deposit Accounts” (The Committee reserves the right to supplement or amend this list as a consequence of information obtained in discovery and its ongoing investigation and analysis)

Case 20-11218-MFW Doc 1272-2 Filed 09/11/20 Page 2 of 2 EXHIBIT 1

North American Deposit Accounts Balance as of List of U.S. Bank Accounts 05/22/2020 Entity Name Account Description Bank Name Account Number Currency Local Currency USD Converted Dollar Rent A Car, Inc. Depository JP Morgan Chase Bank XXXXX8057 USD 100 $ 100 Dollar Rent A Car, Inc. Lockbox Bank of New York Mellon (Lockbox) XXX7320 USD - $ - Dollar Rent A Car, Inc. Operating Account JP Morgan Chase Bank XXXXX9789 USD - $ - Dollar Thrifty Automotive Group, Inc. DTAG Main Account JP Morgan Chase Bank XXXXX8543 USD - $ - Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXX7520 USD 13,542 $ 13,542 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXXX9110 USD 15,000 $ 15,000 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXXX0355 USD 30,334 $ 30,334 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXXX4253 USD 75,000 $ 75,000 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXXX4261 USD 10,000 $ 10,000 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXXX4965 USD 20,000 $ 20,000 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXXX5038 USD 25,000 $ 25,000 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXX1748 USD 22,139 $ 22,139 Donlen Corporation Donlen CDA JP Morgan Chase Bank XXXXX9203 USD 450,647 $ 450,647 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXX2438 USD 150,000 $ 150,000 Donlen Corporation Donlen Security Deposit Account JP Morgan Chase Bank XXXXX9891 USD 49,359 $ 49,359 Donlen Corporation Donlen Operating Account JP Morgan Chase Bank XXX4979 USD 1,463,975 $ 1,463,975 Donlen Corporation Donlen CDA JP Morgan Chase Bank XXX4593 USD - $ - Donlen Corporation Donlen CDA JP Morgan Chase Bank XXXXX2229 USD - $ - Donlen Corporation Donlen CDA JP Morgan Chase Bank XXXXX1662 USD - $ - Donlen Corporation Donlen CDA JP Morgan Chase Bank XXXXX3424 USD - $ - Donlen Corporation Donlen CDA JP Morgan Chase Bank XXXXX2637 USD - $ - Donlen Corporation Donlen Sale Account (Vehicle Operating Account) JP Morgan Chase Bank XXXXX6369 USD 78,767 $ 78,767 Donlen Corporation Donlen Purchase Account JP Morgan Chase Bank XXXXX9575 USD (28,816) $ (28,816) DTG Operations, Inc. Controlled Disbursement Account JP Morgan Chase Bank XXXXX6795 USD - $ - DTG Operations, Inc. Controlled Disbursement Account JP Morgan Chase Bank XXXXX6506 USD 1,760,272 $ 1,760,272 DTG Operations, Inc. Field Depository Bank of America XXXXXXXX5999 USD 1,297 $ 1,297 DTG Operations, Inc. Field Depository Bank of Hawaii XXXXXX1635 USD 8,566 $ 8,566 DTG Operations, Inc. Field Depository Fifth Third Bank XXXX5661 USD - $ - DTG Operations, Inc. Field Depository JP Morgan Chase Bank XXXXX6575 USD - $ - DTG Operations, Inc. Field Depository US Bank XXXXXXXX3018 USD - $ - DTG Operations, Inc. Field Depository Wells Fargo Bank XXXXXX7224 USD - $ - DTG Operations, Inc. Insurance Lockbox Bank of New York Mellon (Lockbox) XXX7311 USD 33,440 $ 33,440 DTG Operations, Inc. Lockbox Bank of New York Mellon (Lockbox) XXX7303 USD 15,017 $ 15,017 DTG Operations, Inc. Operating Account JP Morgan Chase Bank XXXXX8535 USD 65,311 $ 65,311 Hertz Aircraft, LLC Operating Account JP Morgan Chase Bank XXXXX1405 USD 145,146 $ 145,146 Hertz Car Sales LLC Disbursement JP Morgan Chase Bank XXXXX9350 USD - $ - Hertz Car Sales LLC Escrow Account JP Morgan Chase Bank XXXXX7418 USD 75,000 $ 75,000 Hertz Global Holdings Inc. Operating Account JP Morgan Chase Bank XXXXX1281 USD 3,554 $ 3,554 Hertz Local Edition Corp Field Depository Bank of America XXXXXX5086 USD 92,452 $ 92,452 Hertz Local Edition Corp Field Depository PNC Bank XXXXXX1269 USD 140,008,408 $ 140,008,408 Hertz Local Edition Corp Field Depository Wells Fargo Bank XXXXXX7232 USD 59,453 $ 59,453 Hertz Transporting Inc Payroll Account JP Morgan Chase Bank XXX8721 USD - $ - The Hertz Corporation Controlled Disbursement Account JP Morgan Chase Bank XXXXXXXXX7509 USD 5,598,288 $ 5,598,288 The Hertz Corporation Controlled Disbursement Account JP Morgan Chase Bank XXXXXXXXX5509 USD - $ - The Hertz Corporation Controlled Disbursement Account JP Morgan Chase Bank XXXXX9335 USD - $ - The Hertz Corporation Field Depository Bank of Hawaii XXXXXX8195 USD 2,987 $ 2,987 The Hertz Corporation Field Depository BB&T XXXXXX1891 USD - $ - The Hertz Corporation Field Depository Citizens Bank XXXXXX9466 USD - $ - The Hertz Corporation Field Depository Fifth Third Bank XXXX8983 USD 319 $ 319 The Hertz Corporation Field Depository JP Morgan Chase Bank XXXXX0732 USD - $ - The Hertz Corporation Field Depository Key Bank XXXX4121 USD 1,914 $ 1,914 The Hertz Corporation Field Depository Regions Bank XXXXXX9070 USD 109,408,725 $ 109,408,725 The Hertz Corporation Field Depository SunTrust Bank XXXXXXXXX4361 USD 17,296 $ 17,296 The Hertz Corporation Field Depository TD Bank - USA XXXXXX2321 USD - $ - The Hertz Corporation Field Depository United Missouri Bank XXXXXX4889 USD - $ - The Hertz Corporation Field Depository US Bank XXXXXXXX7893 USD 1,787 $ 1,787 The Hertz Corporation Lockbox Bank of New York Mellon (Lockbox) XXX4823 USD - $ - The Hertz Corporation Lockbox Bank of New York Mellon (Lockbox) XXX6196 USD - $ - The Hertz Corporation Lockbox Bank of New York Mellon (Lockbox) XXX6826 USD 1,026,276 $ 1,026,276 The Hertz Corporation THC Master Account JP Morgan Chase Bank XXXXX4295 USD 27,546,034 $ 27,546,034 The Hertz Corporation Operating Account JP Morgan Chase Bank XXXXX8913 USD - $ - The Hertz Corporation Operating Account JP Morgan Chase Bank XXXXX2505 USD 150,000 $ 150,000 The Hertz Corporation Controlled Disbursement Account JP Morgan Chase Bank XXX8748 USD 3,818,136 $ 3,818,136 The Hertz Corporation Depository Credit Suisse First Boston - NY XXXXX4308 USD 9,388 $ 9,388 The Hertz Corporation Depository Mizuho Bank XXXXXXXX5926 USD 5,581 $ 5,581 Thrifty Rent-A-Car System LLC Depository JP Morgan Chase Bank XXXXX2062 USD 218 $ 218 Thrifty Rent-A-Car System LLC Lockbox Bank of New York Mellon (Lockbox) XXX7338 USD - $ - Thrifty Rent-A-Car System LLC Operating Account JP Morgan Chase Bank XXXXX7171 USD - $ - The Hertz Corporation (f/k/a HCM)1 Operating Account Bank of New York Mellon XX2917 USD - $ - The Hertz Corporation (f/k/a HCM)1 Operating Account Bank of New York Mellon XX4866 USD - $ 177,209 1 Hertz Claims Management Corporation ("HCM") was dissolved on December 11, 2018; all assets were consolidated in The Hertz Corporation. Total (USD) $ 292,407,122 The listed accounts remain in the name of Hertz Claim Management Balance as of: List of Canadian Bank Accounts 05/22/2020 Entity Name Account Description Bank Name Account Number Currency Local Currency USD Converted CMGC Canada Acquisition ULC Canadian Master Account Bank of Montreal XXXXXXXX9479 CAD - $ - CMGC Canada Acquisition ULC Operating Account Toronto Dominion Bank XXXXXXX9021 CAD 15,807,065 $ 11,293,988 Dollar Thrifty Automotive Group Canada Inc. Controlled Disbursement Account Bank of Montreal XXXXXXX1802 CAD (2,452) $ (1,752) Dollar Thrifty Automotive Group Canada Inc. Field Depository Bank of Montreal XXXXXXX9463 CAD 1,013 $ 723 Dollar Thrifty Automotive Group Canada Inc. DTAG Canada Operating Account Bank of Montreal XXXXXXX2354 CAD 134,483 $ 96,086 Dollar Thrifty Automotive Group Canada Inc. Controlled Disbursement Account Harris Bank XXX3058 USD 411,274 $ 411,274 Donlen Fleet Leasing, Ltd. Donlen Canada CDA Bank of Montreal XXXXXXXX3179 CAD - $ - Donlen Fleet Leasing, Ltd. Donlen Canada CDA Bank of Montreal XXXXXXXX8714 CAD - $ - Donlen Fleet Leasing, Ltd. Donlen Canada CDA Bank of Montreal XXXXXXXX9075 CAD - $ - Donlen Fleet Leasing, Ltd. Donlen Canada Operating Account Bank of Montreal XXXXXXXX4832 CAD 3,817,493 $ 2,727,560 DTG Canada Corp. ABS Canada Program Bank of Montreal XXXXXXX4384 CAD 9,895 $ 7,070 Hertz Canada Limited Hertz Canada CDA AP JP Morgan Chase Bank of Canada XXXXXX1245 CAD 819,954 $ 585,849 Hertz Canada Limited Hertz Canada CDA Petty Cash JP Morgan Chase Bank of Canada XXXXXX1246 CAD - $ - Hertz Canada Limited Hertz Canada CDA Payroll Toronto Dominion Bank XXXXXXX1011 CAD 18,413 $ 13,156 Hertz Canada Limited Hertz Canada Concentration Account Toronto Dominion Bank XXXXXXX9240 CAD 972,758 $ 695,026 Total (USD) $ 15,828,981 Total Debtor Balances (USD) $ 308,236,103 Less: Sum of Accounts Listed on Exhibit 2 $ (1,219,116) Total Debtor Balances (USD), Excluding Accounts Listed On Exhibit 2 $ 307,016,987

Key: Account Listed on Exhibit 2 Note: Account balances subject to adjustment following month-end accounting reconciliation Sources: 19.2.11.3 Project_Drivers_Seat_Bank_Balance_Report_05.22.2020_DISTRIBUTION_UPDATED_0611_v2.xlxs; and 17.24 2020-05 CREDIT SUISSE 214-604308 Case 20-11218-MFW Doc 1272-3 Filed 09/11/20 Page 1 of 2

EXHIBIT 2

List of “Excluded Cash” in Lockbox or Field Depository Accounts on the Petition Date (The Committee reserves the right to supplement or amend this list as a consequence of information obtained in discovery and its ongoing investigation and analysis)

Case 20-11218-MFW Doc 1272-3 Filed 09/11/20 Page 2 of 2 EXHIBIT 2

Lockbox and Field Depository Accounts

Entity Name Account Description Bank Name Account Number Balance as of 5/22/20

Dollar Rent A Car, Inc. Depository JP Morgan Chase Bank XXXXX8057 $ 100 The Hertz Corporation Field Depository US Bank XXXXXXXX7893 $ 1,787 The Hertz Corporation Lockbox Bank of New York Mellon (Lockbox) XXX6826 $ 1,026,276 Thrifty Rent-A-Car System LLC Depository JP Morgan Chase Bank XXXXX2062 $ 218 DTG Operations, Inc. Field Depository Bank of America XXXXXXXX5999 $ 1,297 DTG Operations, Inc. Lockbox Bank of New York Mellon (Lockbox) XXX7303 $ 15,017 The Hertz Corporation Field Depository Bank of Hawaii XXXXXX8195 $ 2,987 The Hertz Corporation Field Depository Fifth Third Bank XXXX8983 $ 319 Hertz Local Edition Corp Field Depository Bank of America XXXXXX5086 $ 92,452 Hertz Local Edition Corp Field Depository Wells Fargo Bank XXXXXX7232 $ 59,453 The Hertz Corporation Field Depository Key Bank XXXX4121 $ 1,914 The Hertz Corporation Field Depository SunTrust Bank XXXXXXXXX4361 $ 17,296

Total (USD): $ 1,219,116

Source: Court Doc 559 Case 20-11218-MFW Doc 1272-4 Filed 09/11/20 Page 1 of 2

EXHIBIT 3

List of Money Market Funds in which THC Purchased Money Market Securities During the Preference Period (The Committee reserves the right to supplement or amend this list as a consequence of information obtained in discovery and its ongoing investigation and analysis, including if the Committee learns that what it believed to be Money Market Funds are in fact Deposit Accounts)

Case 20-11218-MFW Doc 1272-4 Filed 09/11/20 Page 2 of 2 EXHIBIT 3

List of U.S. Money Market Accounts

Balance as of Entity Name Account Description Bank Name Account Number Currency 5/22/2020 The Hertz Corporation Money Market Bank of New York Mellon XXX1729 USD $ 47,995 The Hertz Corporation Money Market BlackRock X9505 USD $ - The Hertz Corporation Money Market BlackRock X0778 USD $ - The Hertz Corporation Money Market Federated XXXXXX2541 USD $ 355,027,408 The Hertz Corporation Money Market Fidelity Treasury Fund 695 XXXXX8248 USD $ - The Hertz Corporation Money Market HSBC Treasury Money Market Fund XX9271 USD $ 225,034,008 The Hertz Corporation Money Market JP Morgan Chase Bank XXX8204 USD $ - The Hertz Corporation Money Market Bank of America / Merrill Lynch X4243 USD $ -

Total (USD): $ 580,109,411

Source: 19.2.11.3 Project_Drivers_Seat_Bank_Balance_Report_05.22.2020_DISTRIBUTION_UPDATED_0611_v2.xlxs Case 20-11218-MFW Doc 1272-5 Filed 09/11/20 Page 1 of 2

EXHIBIT 4

Challenged Transfers (The Committee reserves the right to supplement or amend this list as a consequence of information obtained in discovery and its ongoing investigation and analysis)

Case 20-11218-MFW Doc 1272-5 Filed 09/11/20 Page 2 of 2 EXHIBIT 4

Challenged Transfers Challenged Transfers from JPMC Acct x8913 into Money Market Accounts ($ in millions) Money Market Accounts

Blackrock Blackrock Federated HSBC JPM Date x0778 x9505 x2541 x9271 x8204 Total 02/24/2020 $ 40.0 $ 75.0 $ - $ 75.0 $ - $ 190.0 02/27/2020 - 40.0 - - - 40.0 02/28/2020 - - - 50.0 - 50.0 03/02/2020 - 15.0 - - - 15.0 03/04/2020 - - - - 40.0 40.0 03/05/2020 - - - 50.0 - 50.0 03/10/2020 30.0 - - 50.0 - 80.0 03/12/2020 40.0 50.0 70.0 45.0 30.0 235.0 03/16/2020 20.0 - - - 60.0 80.0 03/17/2020 40.0 30.0 - 60.0 - 130.0 03/18/2020 - - 40.0 - - 40.0 03/19/2020 - - 105.0 - - 105.0 03/20/2020 35.0 5.0 5.0 15.0 15.0 75.0 03/23/2020 ------03/26/2020 75.0 75.0 50.0 - - 200.0 03/27/2020 75.0 - 75.0 - 75.0 225.0 03/30/2020 75.0 - - 150.0 - 225.0 03/31/2020 - 25.0 25.0 - - 50.0 04/07/2020 ------04/24/2020 ------04/27/2020 ------04/28/2020 ------04/29/2020 - - 10.0 - - 10.0 04/30/2020 - - 185.0 85.0 - 270.0 05/04/2020 - - 10.0 10.0 - 20.0 05/05/2020 - - 28.0 - - 28.0 05/06/2020 - - 34.5 - - 34.5 05/19/2020 - - 10.0 - - 10.0 05/21/2020 - - 45.0 - - 45.0 Totals $ 430.0 $ 315.0 $ 692.5 $ 590.0 $ 220.0 $ 2,247.5

Transfer 9 8 14 10 5 46 Count

Sources: Money market account statements from Feb-2020 - May-2020; and Bank statements for JPMC account x8913 from Feb-2020 - 'May-2020 Case 20-11218-MFW Doc 1272-6 Filed 09/11/20 Page 1 of 2

EXHIBIT 5

Accounts Containing So-Called “Undisputed Corporate Cash Collateral” According to the Second Cash Collateral Order and Petition Date Balances (The Committee reserves the right to supplement or amend this list as a consequence of information obtained in discovery and its ongoing investigation and analysis)

Case 20-11218-MFW Doc 1272-6 Filed 09/11/20 Page 2 of 2 EXHIBIT 5

Accounts Identified in Second Cash Collateral Order

Balance as of Entity Name Account Description Bank Name Account Number 5/22/20 Dollar Rent A Car, Inc. Depository JP Morgan Chase Bank XXXXX8057 $ 100 DTG Operations, Inc. Controlled Disbursement Account JP Morgan Chase Bank XXXXX6506 $ 1,760,272 DTG Operations, Inc. Field Depository Bank of America XXXXXXXX5999 $ 1,297 DTG Operations, Inc. Lockbox Bank of New York Mellon (Lockbox) XXX7303 $ 15,017 DTG Operations, Inc. Operating Account JP Morgan Chase Bank XXXXX8535 $ 65,311 Hertz Aircraft, LLC Operating Account JP Morgan Chase Bank XXXXX1405 $ 145,146 Hertz Car Sales LLC Escrow Account JP Morgan Chase Bank XXXXX7418 $ 75,000 Hertz Global Holdings Inc. Operating Account JP Morgan Chase Bank XXXXX1281 $ 3,554 Hertz Local Edition Corp Field Depository Bank of America XXXXXX5086 $ 92,452 Hertz Local Edition Corp Field Depository Wells Fargo Bank XXXXXX7232 $ 59,453 The Hertz Corporation Controlled Disbursement Account JP Morgan Chase Bank XXX8748 $ 3,818,136 The Hertz Corporation Controlled Disbursement Account JP Morgan Chase Bank XXXXXXXXX7509 $ 5,598,288 The Hertz Corporation Field Depository US Bank XXXXXXXX7893 $ 1,787 The Hertz Corporation Field Depository Bank of Hawaii XXXXXX8195 $ 2,987 The Hertz Corporation Field Depository Fifth Third Bank XXXX8983 $ 319 The Hertz Corporation Field Depository Key Bank XXXX4121 $ 1,914 The Hertz Corporation Field Depository SunTrust Bank XXXXXXXXX4361 $ 17,296 The Hertz Corporation Lockbox Bank of New York Mellon (Lockbox) XXX6826 $ 1,026,276 The Hertz Corporation Operating Account JP Morgan Chase Bank XXXXX2505 $ 150,000 The Hertz Corporation THC Master Account JP Morgan Chase Bank XXXXX4295 $ 27,546,034 Thrifty Rent-A-Car System LLC Depository JP Morgan Chase Bank XXXXX2062 $ 218

Total (USD): $ 40,380,857

Source: Court Doc 559