Common use of Conditions to Issuance Clause in Contracts

Conditions to Issuance. The issuance by the Issuers and the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Closing Date: (a) the Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which the Issuer or the Co-Issuer is a party (other than this Indenture and the Senior Notes); (b) the Indenture Trustee shall have received certificates from each of the Issuers in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the Indenture Trustee shall have received a certificate of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters from Moody's rating the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers.

Conditions to Issuance. The issuance by Trustee will not authenticate the Issuers and the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall Series 2000-1 A-RI Certificate to be subject to the satisfaction issued hereunder unless each of the following conditions on or prior to the Closing Date:has been satisfied: Series 2000-1 A-RI Supplemental 4 Issuance Agreement (a) The Trustee, as assignee of GRC pursuant to Section 2.01 of the Indenture Pooling and Servicing Agreement, shall have received the documentation described in Section 4.1 of the Purchase Agreement and all of such documentation shall comply with the requirements of such Section 4.1; (b) The Trustee shall have received fully executed written notification from S&P that ultimate payment of principal and timely payment of interest on the Series 2000-1 ARI Certificate to the Collateral Agent for the benefit of the Lenders shall be rated AAA by S&P; (c) The Trustee or its agent shall have received, and shall be holding in trust pursuant to the Pooling and Servicing Agreement, the Trust Assets and all documents, instruments and other assets required by the Pooling and Servicing Agreement to be delivered to the Trustee with respect thereto as of the Closing Date; (d) GRC shall have (i) caused all UCC financing statements necessary to perfect the interest of the Trustee in the Trust Assets (other than goods located outside the state of Illinois) to be duly filed in the manner required by the laws of each appropriate jurisdiction and performed all other actions required by Sections 2.01, 3.03 and 3.10 of the Pooling and Servicing Agreement to perfect the interest of the Trustee (for the benefit of the Certificateholders) in the Trust Assets and (ii) paid, or caused to be paid, all transfer taxes, documentary stamp taxes and filing fees incurred in connection therewith; (e) The Trustee shall have received certified copies of each the certificate of incorporation and by-laws of GRC, and of all documents evidencing corporate action taken by the Seller and GRC approving the execution and delivery of the Transaction Documents to which the Issuer or the Co-Issuer is a party (other than this Indenture they are parties and the Senior Notes)consummation of the transactions contemplated thereby; (bf) the Indenture The Trustee shall have received (directly or as assignee of GRC) signature and incumbency certificates from each executed by the Authorized Officers of the Issuers in form Seller and substance reasonably satisfactory to it GRC certifying the identities and counsel for the Initial Purchasers to the effect that the representations and warranties signatures of such Person in those officers who executed the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived)which they are parties; (cg) the Indenture Trustee shall have received a certificate of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture The Trustee shall have received evidence that Williams issued GRC shall have paid or shall have made arrangements for payment of all taxes, fees and governmental charges, if any, due in connection with the execution and delivery of this Agreement and the Pooling and Servicing Agreement, the issuance of the Certificates and the assignment and pledge of the Trust Assets to the Share Trust shares of Trustee under the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form Pooling and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers;Servicing Agreement; and (eh) the Indenture The Trustee shall have received evidence that Williams authorized the principal of, interest on and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion all other amounts payable under the Series 1993-1 A-RI Certificates have been paid in full and the Series 1993-1 ARI Certificates have been canceled (or will be canceled contemporaneously with the issuance of the Willia▇▇ ▇▇▇▇▇rred Stock; (fSeries 2000-1 A-R1 Certificate) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase terms of the Senior Notes will (i) be permitted by the laws Pooling and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters from Moody's rating the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the CoServicing Agreement. Series 2000-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers.1 A-RI Supplemental 5 Issuance Agreement

Conditions to Issuance. The issuance by the Issuers and the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Closing Date: (a) the Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which the Issuer or the Co-Issuer is a party (other than this Indenture and the Senior Notes); (b) the Indenture Trustee shall have received certificates from each of the Issuers in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the Indenture Trustee shall have received a certificate of an Authorized Officer of WilliamsWill▇▇▇▇, in ▇▇ form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture the Indenture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued Will▇▇▇▇ ▇▇▇ued to the Share Trust shares of the Williams Preferred Will▇▇▇▇ ▇▇▇ferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence liquidation preference in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized Will▇▇▇▇ ▇▇▇horized and reserved 110,000,000 shares of Williams CommoWill▇▇▇▇ ▇▇▇mon Stock issuable upon conversion of the WilliaWill▇▇▇▇ ▇▇▇▇▇rred ferred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ Trustee shall have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe Meag▇▇▇ & ▇lom ▇nle▇▇, special counsel for WCG an▇ Will▇▇▇▇, (iiiii) William G. v▇Crow▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇ Dunl▇▇▇, (▇▇ecial counsel for WCG and WCL, (iii) Will▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ternal counsel of Will▇▇▇▇sel , ▇▇G and WCL, (iv) Jone▇, Day, Reav▇▇ & ▇ogu▇, ▇▇ecial counsel for the Issuers, ▇▇▇ WCG and WCL and (v) Rich▇▇▇▇, ▇▇▇▇▇rds, Layton ▇ & Finger▇inger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇Issuers, ▇ach each entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters from Moody's rating Mood▇'▇ ▇▇▇ing the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Senior Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams DeWill▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers.

Conditions to Issuance. The issuance by Administrative Agent will not authenticate any Series 1995-1 Notes to be issued hereunder on the Issuers and the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Closing DateSeries Sales Date for Series 1995-1 unless: (a) the Indenture Trustee and the Administrative Agent shall have received fully executed copies of each of the Transaction Documents to which written certification from the Issuer or the Co-Issuer is a party (other than this Indenture and the Senior Servicer that the Indenture, the Purchase Agreement, and the Note Purchase Agreement shall have become effective and continue to be effective on the Series Sales Date for the Series 1995-1 Notes); (b) the Indenture Trustee and the Administrative Agent shall have received certificates written certification from each of the Issuers in form Issuer and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect Servicer that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the all conditions precedent to the issuance of the Senior Series 1995-1 Notes contained in any other Transaction Document under Section 6.04 of the Indenture shall have been fulfilled (or waived)satisfied; (c) on or prior to the Indenture Series Sales Date for the Series 1995-1 Notes, the Merger shall have been consummated and the Trustee and the Administrative Agent shall have received a certificate of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for written confirmation (including by telecopy) from the Initial Purchasers to the effect that immediately before and immediately after the issuance Office of the Senior Notes on Secretary of State of Delaware confirming that the Closing Date no Indenture Default or Event Merger Certificate evidencing the effectiveness of Default shall have occurred the Merger was accepted and be continuingfiled in such office; (d) the Indenture Administrative Agent and the Trustee shall have received evidence that Williams issued fully-executed copies of (x) a pay-off letter executed by the Existing Program Agent, Southshore and Castlewood evidencing the repayment of all of the Existing Program Obligations and a discharge of all liens, claims and encumbrances securing such obligations and (y) all releases of any liens, claims or encumbrances filed by any of the foregoing securing any of the Existing Program Obligations (all of which will be delivered concurrently with the sale of Series 1995-1 Notes on the Series Sales Date and the delivery of the proceeds thereof to the Share Trust shares Existing Program Agent in satisfaction and discharge of the Williams Preferred Stock with Existing Program Obligations), which pay- off letter and releases shall be sufficient (as evidenced by an initial aggregate liquidati▇▇ Opinion of Counsel for the Issuer) to release all such liens, claims and encumbrances securing any of the Existing Program Obligations; and (e) on the Series Sale Date for the Series 1995-1 Notes, the Trustee and the Administrative Agent shall have received ratings letters from the Applicable Rating Agencies confirming that the Series 1995-1, Class A Notes shall be rated at least "AAA" by each of S&P and Duff & ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL the Series 1995-1, Class B Notes shall be rated at least "BBB" by each of S&P and (v) ▇▇▇▇▇rds, Layton Duff & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters from Moody's rating the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers.

Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee of the Senior New Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Closing Effective Date: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which the Issuer or Investor, the Co-Issuer and the Guarantor is a party (other than this Indenture New Indenture, the New Notes and the Senior Notes); (b) the New Indenture Trustee shall have received certificates from each of the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers Dealer Manager to the effect that the representations and warranties of such Person the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Closing Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of the Senior New Notes contained in any other Transaction Document have been fulfilled (or waived);; 25 (c) the New Indenture Trustee shall have received a certificate of an Authorized Officer of Williams, El Paso in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee it and counsel for the Initial Purchasers Dealer Manager to the effect that immediately before and immediately after the issuance of the Senior New Notes on the Closing Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received evidence that Williams issued to Opinions of Counsel from Jones, Day, Reavis & Pogue, Walkers, special Cayman Islands counse▇ ▇▇▇ Invest▇▇, ▇▇d P▇▇▇▇▇ Anderson & Corroon LLP, special Delaware counsel for the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidatiCo-Issuer, ▇▇ ▇▇▇m a▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance tance reasonably satisfactory to the Indenture Trustee and counsel for the Initial PurchasersDealer Manager; (e) the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion exchange by the Issuers of the Willia▇▇ ▇▇▇▇▇rred Stock; New Notes for Notes (fin accordance with the Exchange Offer) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (hf) there shall have occurred no invalidation of Section 4(2), Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers Dealer Manager would materially impair the ability of the Initial Purchasers New Holders of any beneficial interest in a Global Note to purchaseacquire, hold or effect resales of the Senior New Notes as contemplated herein shall have occurredherein; (ig) the New Indenture Trustee shall have received letters from Moody's rating the Senior New Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+Baa2" or better and Fitch S&P rating the Senior Notes N▇▇ ▇▇▇▇s "BBB-BBB" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Initial PurchasersDealer Manager; (jh) the New Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements a fully executed Administrative Services Agreement signed by Investor, the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee Co-Issuer and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blankservicer named therein; and (ki) the New Indenture Trustee shall have received, received from each of Investor, the Co-Issuer and the Co-Issuer, Guarantor an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Personthe Issuers and the Guarantor, the trust authority or corporate authority authority, as applicable, for and the validity of this New Indenture, the Senior New Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Initial PurchasersDealer Manager.

Conditions to Issuance. The issuance by No Conduit Investor or Committed Note Purchaser has any obligation to acquire the Issuers and Class A Notes hereunder on the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Series 2010-1 Closing DateDate unless: (a) the Indenture Trustee Base Indenture, the Series 2010-1 Supplement and each other Series 2010-1 Related Document shall have received fully executed copies of each be in full force and effect as of the Transaction Documents to which the Issuer or the CoSeries 2010-Issuer is a party (other than this Indenture and the Senior Notes)1 Closing Date; (b) as of the Indenture Trustee Series 2010-1 Closing Date, each Funding Agent shall have received certificates from each copies of the Issuers in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically the Certificate of Incorporation and By-Laws of Zipcar and the certificate of formation and limited to an earlier dateliability company agreement of ZVF certified by the Secretary of State of the state of organization, as the case may be, (ii) modified to give effect board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Transaction Documents or Series 2010-1 Supplement and this Agreement, (iii) waived) an incumbency certificate of ZVF and that Zipcar, each certified by the conditions precedent to the issuance secretary or equivalent officer of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the Indenture Trustee shall have received a certificate of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement related entity in form and substance reasonably satisfactory to the Indenture Trustee Administrative Agent, (iv) with respect to Zipcar, certificates of good standing from the Secretary of State of the States of Delaware and counsel for Massachusetts and (v) with respect to ZVF, a certificate of good standing from the Initial PurchasersSecretary of State of the State of Delaware; (ec) as of the Indenture Trustee Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received evidence that Williams authorized and reserved 110,000,000 shares opinions of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ counsel (i) from ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ & ▇▇▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease and UCC security interest matters, vehicle security interest matters for Williamsthe states of New York and California, tax, general corporate matters, enforceability, required consents and no-conflicts), (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ to ZVF which may be ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇▇▇▇ & Finger LLP or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers with respect to certain corporate and bankruptcy matters under Delaware law, Reavis & Pogue(iii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, spec(iv) from counsel to each Series 2010-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (v) from Massachusetts counsel to ZVF, which may be ▇▇▇▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such ▇ ▇▇▇▇ & ▇▇▇▇ LLP or other counsel pursuant acceptable to the Participation AgreementConduit Investors and the Committed Note Purchasers with respect to vehicle security interest matters for the state of Massachusetts, (vi) from in-house counsel for Zipcar with respect to absence of litigation and no conflicts with material agreements and (viii) from counsel to the Back-Up Administrator with respect to certain corporate matters; (d) as of the Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Class A Notes; (e) as of the Series 2010-1 Closing Date, all conditions to the issuance of the Class A Notes under the Series 2010-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (f) as of the Series 2010-1 Closing Date, the Administrative Agent shall have received a written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Series 2010-1 Supplement, this Agreement or the other Related Documents; (g) the purchase Collection Account and each of the Senior Notes will (i) be permitted by Series 2010-1 Designated Accounts shall have been established in accordance with the laws Base Indenture and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable LawSeries 2010-1 Supplement; (h) no invalidation as of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal Series 2010-1 Closing Date, the Administrative Agent shall have received evidence reasonably satisfactory to it that the Class B Note Purchase Agreement has been executed and that each condition precedent to the issuance of any rule or regulation under the Securities Act or Class B Notes and the Exchange Act acquisition of the Class B Notes by the SEC Class B Noteholders has been satisfied or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurredwaived; (i) the Indenture Trustee Administrative Agent shall have received letters an Officer’s Certificate from Moody's rating each of ZVF and Zipcar, Inc. stating that all representations and warranties made by it in each of the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better Related Documents are true and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchaserscorrect; (j) the Indenture Trustee each Funding Agent shall have received (i) Uniform Commercial Code Financing Statements signed on or prior to the Series 2010-1 Closing Date, to the extent required, evidence satisfactory to it that the acquisition by the IssuerConduit Investor in its Investor Group of Series 2010-1 Notes will not, in form and substance reasonably satisfactory to of itself, result in a reduction or withdrawal of the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied rating of such Conduit Investor’s commercial paper notes by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; andany nationally recognized rating agency rating such commercial paper notes; (k) the Indenture Trustee Administrative Agent shall have received, received an officer’s certificate from each of the Issuer and Back-Up Disposition Agent regarding certain corporate matters; and (l) the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the Administrative Agent shall have received all other Transaction Documents and any other matters relevant hereto, all in form and substance closing deliverables as it shall reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasersrequest.

Conditions to Issuance. The issuance As conditions to the execution by the Issuers Obligors' Agent, and authentication and delivery by the Trustee of the Series 1998-1 Notes at the written direction of the Obligors' Agent and the sale of the Series 1998-1 Notes by the Series Obligors (by issuance thereof by the Obligors' Agent and authentication by the Indenture Trustee upon the Obligors' Agent's instructions) on the Closing Date, (i) the Series Obligors shall have received by wire transfer the net proceeds of sale of the Senior Notes on initial issuance Series 1998-1 Notes, together with the Residual Interest and (ii) the Trustee shall be subject to the satisfaction of have received the following conditions on or prior to before the Closing Date: (a) the Indenture Trustee shall have received fully executed copies The List of each Initial Contracts, certified on behalf of the Transaction Documents to which Contributor by the Issuer President, any Senior Vice President, any Vice President or any Assistant Vice President of the Co-Issuer is a party (other than this Indenture and the Senior Notes)Contributor; (b) Copies of resolutions of the Indenture Trustee shall have received certificates from board of directors of each of ALRC IV and ALRC V approving the execution, delivery and performance of this Series 1998-1 Supplement and the transactions contemplated hereby, certified by a Secretary or an Assistant Secretary of ALRC IV and ALRC V, as the case may be, and copies of resolutions of the board of directors of each of the Issuers in form Contributor and substance reasonably satisfactory to it the Servicer approving the execution, delivery and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as performance of the Closing Date as if made on Series 1998-1 Supplement and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated hereby, certified by the Transaction Documents a Secretary or (iii) waived) and that the conditions precedent to the issuance an Assistant Secretary of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived)Contributor and Servicer, as the case may be; (c) the Indenture Trustee shall have received a certificate A copy of an Authorized Officer of Williamsofficially certified document, in form and substance reasonably satisfactory dated not more than 30 days prior to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event and evidencing the due organization and good standing of Default shall have occurred each of the Series Obligors and be continuingof the Contributor and the Servicer in their respective states of organization ; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares Copies of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form Certificate of Incorporation and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations By-Laws of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law of ALRC IV and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters from Moody's rating the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better ALRC V and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer Contributor and the Co-IssuerServicer certified by the Secretary or an Assistant Secretary of an Officer of ALRC IV, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such PersonALRC V, the trust authority or corporate authority for Contributor and the validity of this IndentureServicer, as the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers.case may be;

Conditions to Issuance. The issuance by No Conduit Investor or Committed Note Purchaser has any obligation to acquire the Issuers and Series 2010-1 Notes hereunder on the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Series 2010-1 Closing DateDate unless: (a) the Indenture Trustee Base Indenture, the Series 2010-1 Supplement and each other Series 2010-1 Related Document shall have received fully executed copies of each be in full force and effect as of the Transaction Documents to which the Issuer or the CoSeries 2010-Issuer is a party (other than this Indenture and the Senior Notes)1 Closing Date; (b) as of the Indenture Trustee Series 2010-1 Closing Date, each Funding Agent shall have received certificates from each copies of the Issuers in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically the Certificate of Incorporation and By-Laws of Zipcar and the certificate of formation and limited to an earlier dateliability company agreement of ZVF certified by the Secretary of State of the state of organization, as the case may be, (ii) modified to give effect board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Transaction Documents or Series 2010-1 Supplement and this Agreement, (iii) waived) an incumbency certificate of ZVF and that Zipcar, each certified by the conditions precedent to the issuance secretary or equivalent officer of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the Indenture Trustee shall have received a certificate of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement related entity in form and substance reasonably satisfactory to the Indenture Trustee Administrative Agent, (iv) with respect to Zipcar, certificates of good standing from the Secretary of State of the States of Delaware and counsel for Massachusetts and (v) with respect to ZVF, a certificate of good standing from the Initial PurchasersSecretary of State of the State of Delaware; (ec) as of the Indenture Trustee Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received evidence that Williams authorized and reserved 110,000,000 shares opinions of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ counsel (i) from ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ & ▇▇▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease and UCC security interest matters, vehicle security interest matters for Williamsthe states of New York and California, tax, general corporate matters, enforceability, required consents and no-conflicts), (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ to ZVF which may be ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇▇▇▇ & Finger LLP or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers with respect to certain corporate and bankruptcy matters under Delaware law, Reavis & Pogue(iii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, spec(iv) from counsel to each Series 2010-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (v) from Massachusetts counsel to ZVF, which may be ▇▇▇▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such ▇ ▇▇▇▇ & ▇▇▇▇ LLP or other counsel pursuant acceptable to the Participation AgreementConduit Investors and the Committed Note Purchasers with respect to vehicle security interest matters for the state of Massachusetts, (vi) from in-house counsel for Zipcar with respect to absence of litigation and no conflicts with material agreements and (viii) from counsel to the Back-Up Administrator with respect to certain corporate matters; (d) as of the Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Series 2010-1 Notes; (e) as of the Series 2010-1 Closing Date, all conditions to the issuance of the Series 2010-1 Notes under the Series 2010-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (f) as of the Series 2010-1 Closing Date, the Administrative Agent shall have received a written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Series 2010-1 Supplement, this Agreement or the other Related Documents; (g) the purchase Collection Account and each of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein Series 2010-1 Designated Accounts shall have occurredbeen established in accordance with the Base Indenture and the Series 2010-1 Supplement; (i) the Indenture Trustee Administrative Agent shall have received letters an Officer’s Certificate from Moody's rating each of ZVF and Zipcar, Inc. stating that all representations and warranties made by it in each of the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better Related Documents are true and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchaserscorrect; (j) the Indenture Trustee each Funding Agent shall have received (i) Uniform Commercial Code Financing Statements signed on or prior to the Series 2010-1 Closing Date, to the extent required, evidence satisfactory to it that the acquisition by the IssuerConduit Investor in its Investor Group of Series 2010-1 Notes will not, in form and substance reasonably satisfactory to of itself, result in a reduction or withdrawal of the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied rating of such Conduit Investor’s commercial paper notes by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; andany nationally recognized rating agency rating such commercial paper notes; (k) the Indenture Trustee Administrative Agent shall have received, received an officer’s certificate from each of the Issuer and Back-Up Disposition Agent regarding certain corporate matters; (l) the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the Administrative Agent shall have received all other Transaction Documents and any other matters relevant hereto, all in form and substance closing deliverables as it shall reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers.request;

Conditions to Issuance. The issuance by Each Conduit Investor has no obligation to purchase the Issuers and Series 2008-1 Notes hereunder on the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Series 2008-1 Closing DateDate unless: (a) the Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which the Issuer or the Co-Issuer is a party (other than this Base Indenture and the Senior Notes)Series 2008-1 Supplement shall be in full force and effect; (b) the Indenture Trustee The Funding Agents shall have received certificates from copies of (i) the Certificate of Incorporation and By-Laws of Hertz and the certificate of formation and limited liability company agreement of each of HVF and the Issuers Nominee certified by the Secretary of State of the state of incorporation or organization, as the case may be, (ii) board of directors resolutions of HVF, Hertz and the Nominee with respect to the transactions contemplated by the Series 2008-1 Supplement and this Agreement, and (iii) an incumbency certificate of HVF, Hertz and the Nominee, each certified by the secretary or equivalent officer of the related entity in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived)Administrative Agent; (c) on the Indenture Trustee Series 2008-1 Closing Date, each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, shall have received a certificate of an Authorized Officer of Williamsletter, in form and substance reasonably satisfactory to t▇▇ it, from each of ▇▇▇▇▇ture Trustee ’▇ and counsel for S&P stating that an explicit public long term credit rating of “A2” (in the Initial Purchasers case of ▇▇▇▇▇’▇) and “A” (in the case of S&P) has been assigned to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuingSeries 2008-1 Notes; (d) the Indenture Trustee each Conduit Investor and each Committed Note Purchaser shall have received evidence that Williams issued to the Share Trust shares opinions of the Williams Preferred Stock with an initial aggregate liquidati▇▇ counsel (i) from Weil, Gotshal & ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory ▇ LLP, or other counsel acceptable to the Indenture Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and UCC security interest matters, tax and no-conflicts), (ii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request and (iii) from counsel for the Initial Purchasersto each Series 2008-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request; (e) the Indenture Trustee each Conduit Investor and each Committed Note Purchaser shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion copies of the Willia▇▇ ▇▇▇▇▇rred Stockdocuments specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Series 2008-1 Notes; (f) at the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skaddentime of such issuance, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant all conditions to the Participation Agreementissuance of the Series 2008-1 Notes under the Series 2008-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (g) the purchase Administrative Agent shall have received evidence satisfactory to them of the Senior Notes will (i) completion of all UCC filings as may be permitted necessary to perfect or evidence the assignment by HVF to the laws Trustee or the Collateral Agent on behalf of the Trustee of its interests in the Collateral, the proceeds thereof and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or security interests granted pursuant to any Applicable Lawthe Base Indenture and the Collateral Agency Agreement; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act Administrative Agent shall have received a written search report listing all effective financing statements that name HVF, HGI, Hertz or the Exchange Act Nominee as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the SEC Base Indenture, the Series 2008-1 Supplement, this Agreement or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred;other Related Documents; and (i) the Indenture Trustee Administrative Agent, each Committed Note Purchaser, each Conduit Lender and each Funding Agent, as applicable, shall have received letters from Moody's rating payment of the Senior Notes "Baa3" or betterStructuring Fee and all fees due and payable pursuant to the Syndication Agreement and the Syndication Fee Letter, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or betterif any, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuereach case, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each as of the Issuer and the CoSeries 2008-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers1 Closing Date.

Conditions to Issuance. The issuance by Trustee will not execute, authenticate or deliver any Series 1997-1 Certificates to be issued hereunder on the Issuers and the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Closing DateSeries Issuance Date for Series 1997-1 unless: (a) the Indenture Trustee and the Placement Agent shall have received written certification from the Seller that the Agreement, this Supplement, the Seller Purchase Agreement, the Certificate Purchase Agreement, the Intercreditor Agreement and Lock-Box Notices with respect to all of the then-existing Lock-Box Accounts and the lock-boxes relating thereto shall have been fully executed copies of each of and shall have become effective and continue to be effective on or concurrently with the Transaction Documents to which the Issuer or the CoSeries Issuance Date for Series 1997-Issuer is a party (other than this Indenture and the Senior Notes)1; (b) the Indenture Trustee and the Placement Agent shall have received certificates written certification from each of the Issuers in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect Seller that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the all conditions precedent to the issuance of the Senior Notes contained in any other Transaction Document Series 1997-1 Certificates under Section 6.09 of the Agreement shall have been fulfilled (or waived)satisfied; (c) the Indenture Trustee and the Placement Agent shall have received a certificate original copies of an Authorized Officer the Opinions of WilliamsCounsel identified on Schedule II hereto, in each case, in form and substance reasonably and from such counsel as shall be satisfactory to t▇▇ it; (d) on the Series Issuance Date for the Series 1997-1 Certificates, the Trustee and the Placement Agent shall have received written confirmation from Duff & ▇▇▇▇▇ture Trustee ▇ and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with '▇ that the Share Trust Agreement in form Class A Certificates shall be rated at least "A" by Duff & ▇▇▇▇▇▇ and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasersat least "A2" by ▇▇▇▇▇'▇; (e) the Indenture Trustee shall have received evidence written certification from the Placement Agent that Williams authorized and reserved 110,000,000 shares (i) the Placement Agent shall have received fully-executed copies of Williams Commo▇ Stock issuable upon conversion all of the Willia▇▇ ▇▇▇▇▇rred Stock;instruments, documents and agreements identified on the list of closing documents set forth as Schedule II hereto and (ii) that the Placement Agent has not made any public solicitations or public offers (in each case, within the meaning of the Act) in connection with its placement of the Series 1997-1 Certificates; and (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters written confirmation from Moody's rating the Senior Notes "Baa3" or better, S&P rating Placement Agent that the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee Placement Agent shall have received its placement agent fee (i) Uniform Commercial Code Financing Statements signed by such fee to be determined in accordance with, and set forth in, a separate letter agreement between the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee Placement Agent and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial PurchasersCompany).

Conditions to Issuance. The issuance by Each Conduit Investor had no obligation to purchase the Issuers and Class A-1 Notes hereunder on the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Series 2005-3 Closing DateDate unless: (a) the Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which the Issuer or the Co-Issuer is a party (other than this Base Indenture and the Senior Notes)Series 2005-3 Supplement shall be in full force and effect; (b) the Indenture Trustee Insurance Policy shall have received certificates from each of the Issuers in form been executed and substance reasonably satisfactory to it and counsel for the Initial Purchasers delivered to the effect that the representations Trustee and warranties of such Person in the Transaction Documents shall be true on in full force and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived)effect; (c) on the Indenture Trustee Series 2005-3 Closing Date, each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, shall have received a certificate of an Authorized Officer of Williamsletter, in form and substance reasonably satisfactory to t▇▇ it, from each of ▇▇▇▇▇ture Trustee ’▇, S&P and counsel for Fitch stating that a long-term rating of “Aaa” (in the Initial Purchasers case of Moody’s) and “AAA” (in the case of S&P and Fitch) has been assigned to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuingClass A-1 Notes; (d) the Indenture Trustee each Conduit Investor and each Committed Note Purchaser shall have received evidence that Williams issued to the Share Trust shares opinions of the Williams Preferred Stock with an initial aggregate liquidati▇▇ counsel from Cravath, Swaine & ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory ▇ LLP, or other counsel acceptable to the Indenture Trustee Conduit Investors and counsel for the Initial Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and UCC security interest matters, tax and no-conflicts); (e) at the time of such issuance, all conditions to the issuance of the Class A-1 Notes under the Series 2005-3 Supplement and under Section 2.2 of the Base Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty been satisfied or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters from Moody's rating the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchaserswaived.

Conditions to Issuance. The issuance by the Issuers and the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall Certificates will be subject to issued only upon the satisfaction of the following conditions on or prior to the Closing Dateconditions: (ai) The following agreements must have been executed, acknowledged (if applicable) and delivered to the Indenture Trustee shall have received fully executed copies of appropriate recipient by each of the Transaction Documents to which the Issuer or the Co-Issuer Persons that is a party thereto, and executed original counterparts of each such agreement must also have been deposited with the Holders: (other than A) this Indenture Agreement, the Guaranty, the Assignments and the Senior Notes)New Operating Agreements; (bB) Swap Agreements, and confirmations of the initial Swaps executed thereunder, that are entered into by the Managing Trustee on behalf of the Trust and that satisfy the following requirements: (I) the Indenture Trustee shall have received certificates from each initial Swaps executed under such Swap Agreements must cover an aggregate notional amount of gas equal to approximately 75% of the Issuers projected gas portion of the Oil and Gas projected to be produced from the Properties for the period from the Effective Date through December 31, 1998, (II) such Swap Agreements must be entered into with counterparties having senior unsecured debt obligations or long term deposit liabilities which are rated not less than "A" by S&P, (III) such Swap Agreements, and the confirmation of the initial Swaps executed thereunder, shall otherwise be in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers acceptable to the effect that Series A Holders, and (IV) such Swap Agreements may be initially entered into by Seagull, and Seagull may execute the representations initial Swaps thereunder, if such Swap Agreements and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except initial Swaps are assigned by Seagull to the extent (i) specifically limited to an earlier dateTrust, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent prior to the issuance of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the Indenture Trustee shall have received a certificate of an Authorized Officer of WilliamsCertificates, pursuant to assignments that are in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers acceptable to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuingSeries A Holders; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant to the Participation Agreement; (g) the purchase of the Senior Notes will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred; (i) the Indenture Trustee shall have received letters from Moody's rating the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers.

Conditions to Issuance. The issuance by Each Conduit Investor has no obligation to purchase the Issuers and Series 2010-2 Notes hereunder on the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Series 2010-2 Closing DateDate unless: (a) the Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which the Issuer or the Co-Issuer is a party (other than this Base Indenture and the Senior Notes)Series 2010-2 Supplement shall be in full force and effect as of such Series 2010-2 Closing Date; (b) as of such Series 2010-2 Closing Date, the Indenture Trustee Funding Agents shall have received certificates from each copies of the Issuers in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically the Certificate of Incorporation and By-Laws of Hertz and the certificate of formation and limited to an earlier dateliability company agreement of each of HVF and the Nominee certified by the Secretary of State of the state of incorporation or organization, as the case may be, (ii) modified to give effect board of directors resolutions of HVF, Hertz and the Nominee with respect to the transactions contemplated by the Transaction Documents or Series 2010-2 Supplement and this Agreement, and (iii) waived) an incumbency certificate of HVF, Hertz and that the conditions precedent to Nominee, each certified by the issuance secretary or equivalent officer of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the Indenture Trustee shall have received a certificate of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement related entity in form and substance reasonably satisfactory to the Indenture Administrative Agent; (c) [Reserved] (d) as of such Series 2010-2 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel (i) from Weil, Gotshal & ▇▇▇▇▇▇ LLP, or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and UCC security interest matters, tax and no-conflicts) and (ii) from counsel to the Trustee acceptable to the Conduit Investors and counsel for the Initial PurchasersCommitted Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request; (e) the Indenture Trustee as of such Series 2010-2 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion copies of the Willia▇▇ ▇▇▇▇▇rred Stockdocuments specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Series 2010-2 Notes; (f) at the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) Skaddentime of such issuance, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant all conditions to the Participation Agreementissuance of the Series 2010-2 Notes under the Series 2010-2 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (g) as of such Series 2010-2 Closing Date, the purchase Administrative Agent shall have received evidence satisfactory to them of the Senior Notes will (i) completion of all UCC filings as may be permitted necessary to perfect or evidence the assignment by HVF to the laws Trustee or the Collateral Agent on behalf of the Trustee of its interests in the Series 2010-2 Collateral, the proceeds thereof and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or security interests granted pursuant to any Applicable Lawthe Series 2010-2 Supplement and the Collateral Agency Agreement; (h) no invalidation as of Rule 144A or Regulation S under such Series 2010-2 Closing Date, the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act Administrative Agent shall have received a written search report listing all effective financing statements that name HVF, HGI, Hertz or the Exchange Act Nominee as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the SEC Base Indenture, the Series 2010-2 Supplement, this Agreement or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurred;other Series 2010-2 Related Documents; and (i) the Indenture Trustee each Committed Note Purchaser shall have received letters from Moody's rating payment of the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or betterUp-Front Fee owing to it, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers; (j) the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuereach case, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each as of the Issuer and the CoSeries 2010-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers2 Closing Date.

Conditions to Issuance. The issuance by the Issuers and the authentication by the Indenture Trustee obligation of the Senior Notes on initial issuance Bank to issue the Letter of Credit shall be subject to the satisfaction Bank's receipt of the following conditions on or prior following, in form satisfactory to the Closing DateBank: (a) the Indenture Trustee shall have received fully two executed copies counterparts of each of the Transaction Documents to which the Issuer or the Co-Issuer is a party (other than this Indenture and the Senior Notes)Agreement; (b) the Indenture Trustee shall have received certificates from executed counterparts of each of the Issuers in form and substance reasonably satisfactory to it and counsel Bond Documents (except for the Initial Purchasers Bonds, as to the effect that the representations and warranties of such Person in the Transaction Documents shall which a specimen copy may be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance of the Senior Notes contained in any other Transaction Document have been fulfilled (or waivedfurnished); (c) an opinion of counsel for the Indenture Trustee shall have received a certificate Borrower dated the Date of an Authorized Officer of WilliamsIssuance addressed to the Bank, and substantially in the form attached hereto as Exhibit C, or otherwise in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for acceptable to, the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuingBank; (di) a copy of the Indenture Trustee shall have received evidence Certificate of Incorporation of the Borrower, certified as of June 8, 1998, by the Secretary of State of the State of Delaware; (ii) a certificate from the Borrower that Williams issued since June 8, 1998, no change has been made to the Share Trust shares Articles of Incorporation of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form Borrower; and substance reasonably satisfactory (iii) a certificate dated no earlier than 60 days prior to the Indenture Trustee and counsel for Date of Issuance of the Initial PurchasersSecretary of State of Delaware as to the good standing of the Borrower; (e) a certificate from the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion secretary or an assistant secretary of the Willia▇▇ ▇▇▇▇▇rred StockBorrower certifying to and attaching copies of its bylaws and resolutions of its board of directors authorizing and approving the transactions contemplated by this Agreement and as to the incumbency of each of its officers executing any of such documents; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters an opinion from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇Robi▇▇▇▇, ▇▇ad▇, Reavis & Pogue, spec▇▇▇ & ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇ins▇▇, ▇ach entitling it .A., Special Bond Counsel, or a letter in substantially the form of Exhibit D hereto consenting to rely upon the Bank's reliance on certain opinions delivered by such counsel pursuant in form and substance satisfactory to the Participation AgreementBank and its counsel; (g) the purchase copies of all governmental approvals required in connection with this transaction, including resolution of the Senior Notes will (i) be permitted by Borrower authorizing the laws and regulations issuance of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable LawBonds; (h) no invalidation evidence of Rule 144A or Regulation S under payment to the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment Bank of the Initial Purchasers would materially impair the ability initial annual letter of the Initial Purchasers credit commission pursuant to purchase, hold or effect resales Section 3.4 of the Senior Notes as contemplated herein shall have occurredthis Agreement; (i) an executed counterpart of the Indenture Trustee shall have received letters from Moody's rating the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers;Commitment Letter; and (j) such other documents, instruments and certifications as the Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements signed by the Issuer, in form and substance Bank may reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (k) the Indenture Trustee shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the other Transaction Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasersrequire.

Conditions to Issuance. The issuance by No Class B Noteholder has any obligation to purchase the Issuers and Class B Notes hereunder on the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Series 2010-1 Closing DateDate unless: (a) the Indenture Trustee Base Indenture, the Series 2010-1 Supplement and each other Series 2010-1 Related Document shall have received fully executed copies be in full force and effect as of each of the Transaction Documents to which the Issuer or the Cosuch Series 2010-Issuer is a party (other than this Indenture and the Senior Notes)1 Closing Date; (b) as of the Indenture Trustee Series 2010-1 Closing Date, each Class B Noteholder shall have received certificates from each copies of (i) the Certificate of Incorporation and By-Laws of Zipcar and the certificate of formation and limited liability company agreement of ZVF, as amended through the Series 2010-1 Closing Date, certified by the Secretary of State of the Issuers state of organization, as the case may be, (ii) board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Series 2010-1 Supplement and this Agreement, (iii) an incumbency certificate of ZVF and Zipcar, each certified by the secretary or equivalent officer of the related entity in form and substance reasonably satisfactory to it and counsel for such Class B Noteholder, (iv) with respect to Zipcar, certificates of good standing from the Initial Purchasers to the effect that the representations and warranties Secretary of such Person in the Transaction Documents shall be true on and as State of the Closing Date as if made on States of Delaware and as Massachusetts and (v) with respect to ZVF, a certificate of such date (except to good standing from the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) and that the conditions precedent to the issuance Secretary of State of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived)State of Delaware; (c) as of the Indenture Trustee Series 2010-1 Closing Date, each Class B Noteholder shall have received a certificate opinions of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ counsel (i) from ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ & ▇▇▇▇▇rence in an amount equal ▇▇ LLP, or other counsel acceptable to $1,400,000,000 in accordance such Class B Noteholders, with the Share Trust Agreement in form respect to such matters as such Class B Noteholder shall reasonably request (including, without limitation, regarding non-consolidation, true lease and substance reasonably satisfactory to the Indenture Trustee and counsel UCC security interest matters, tax, vehicle security interest matters for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized states of New York and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters from (i) SkaddenCalifornia, Arpsgeneral corporate matters, Slateenforceability, Meagher & Flom LLP, special counsel for Williamsrequired consents and no-conflicts), (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ to ZVF which may be ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇▇▇▇ & Finger LLP or other counsel acceptable to the Class B Noteholders with respect to certain corporate and bankruptcy matters under Delaware law, Reavis & Pogue(iii) from counsel to the Trustee acceptable to each Class B Noteholder with respect to such matters as such Class B Noteholder shall reasonably request, spec(iv) from counsel to each Series 2010-1 Letter of Credit Provider, if any, with respect to such matters as any Class B Noteholder shall reasonably request, (v) from Massachusetts counsel to ZVF, which may be ▇▇▇▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware counsel for the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ LLP or other counsel acceptable to each Class B Noteholder with respect to vehicle security interest matters for the state of Massachusetts, ▇ach entitling it (vi) from in-house counsel for Zipcar with respect to rely upon certain opinions delivered by such absence of litigation and no conflicts with material agreements and (vii) from counsel pursuant to the Participation AgreementBack-Up Administrator with respect to certain corporate matters; (d) as of the Series 2010-1 Closing Date, each Class B Noteholder shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Class B Notes; (e) as of the Series 2010-1 Closing Date, all conditions to the issuance of the Class B Notes under the Series 2010-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (f) as of the Series 2010-1 Closing Date, each Class B Noteholder shall have received a written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that each Class B Noteholder determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Series 2010-1 Supplement, this Agreement or the other Related Documents; (g) the purchase Collection Account and each of the Senior Notes will (i) be permitted by Series 2010-1 Designated Accounts shall have been established in accordance with the laws Base Indenture and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable LawSeries 2010-1 Supplement; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment as of the Initial Purchasers would materially impair Series 2010-1 Closing Date, each Class B Noteholder have received evidence reasonably satisfactory to it that the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurredClass A Note Purchase Agreement has been executed; (i) the Indenture Trustee each Class B Noteholder shall have received letters an officer’s certificate from Moody's rating each of ZVF and Zipcar, Inc. stating that all representations and warranties made by it in each of the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better Related Documents are true and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchaserscorrect; (j) the Indenture Trustee each Class B Noteholder shall have received (i) Uniform Commercial Code Financing Statements signed by an officer’s certificate from the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blankBack-Up Disposition Agent regarding certain corporate matters; and (k) the Indenture Trustee each Class B Noteholder shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the received all other Transaction Documents and any other matters relevant hereto, all in form and substance closing deliverables as it shall reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasersrequest.

Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee of the Senior New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Closing Effective Date: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which the Issuer or Limestone, the Co-Issuer or the Guarantor is a party (other than this Indenture New Indenture, the New Limestone Notes and the Senior Limestone Notes); (b) the New Indenture Trustee shall have received certificates from each of the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers Dealer Manager to the effect that the representations and warranties of such Person the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Closing Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived) ), and that the conditions precedent to the issuance of the Senior New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of an Authorized a Responsible Officer of Williams, El Paso in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee it and counsel for the Initial Purchasers Dealer Manager to the effect that immediately before and immediately after the issuance of the Senior New Limestone Notes on the Closing Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares Opinions of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ ▇▇▇▇▇ have received letters Counsel from (i) SkaddenJones, Arps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe ▇▇▇ ▇▇nle▇▇, special counsel for WCG an▇ ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇Day, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for the Issuers, ▇▇▇ and WCL and (v) ▇▇▇▇▇rdsRichards, Layton & Finger, P.A., special Delaware counsel for the speci▇▇ ▇▇laware ▇▇▇▇▇▇l for Wilmington Tru▇▇ ▇▇▇pany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, ▇ach entitling it to rely upon certain opinions delivered by such counsel pursuant ▇ ▇▇▇▇ and ▇▇▇▇▇▇nce reasonably satisfactory to the Participation AgreementNew Indenture Trustee and counsel for the Dealer Manager; (ge) the purchase exchange by the Issuers of the Senior New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will (i) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (hf) there shall have occurred no invalidation of Section 4(2), Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers Dealer Manager would materially impair the ability of the Initial Purchasers New Holders of any beneficial interest in a Global Note to purchaseacquire, hold or effect resales of the Senior New Limestone Notes as contemplated herein shall have occurredherein; (ig) the New Indenture Trustee shall have received letters from Moody's rating the Senior New Limestone Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+Baa2" or better and Fitch rating the Senior S&P ra▇▇▇▇ ▇▇e New Limestone Notes "BBB-BBB" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Initial PurchasersDealer Manager; (jh) the New Indenture Trustee shall have received (i) Uniform Commercial Code Financing Statements a fully executed Administrative Services Agreement signed by Limestone, the Issuer, in form and substance reasonably satisfactory to the Indenture Trustee Co-Issuer and the Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blankservicer named therein; and (ki) the New Indenture Trustee shall have received, from each of the Issuer Issuers and the Co-IssuerGuarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Personthe Issuers and the Guarantor, the trust authority or corporate authority authority, as applicable, for and the validity of this New Indenture, the Senior New Limestone Notes and the other Transaction Documents Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Initial PurchasersDealer Manager.

Conditions to Issuance. The issuance by No Conduit Investor or Committed Note Purchaser has any obligation to acquire the Issuers and Series 2011-1 Notes hereunder on the authentication by the Indenture Trustee of the Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Series 2011-1 Closing DateDate unless: (a) the Indenture Trustee Base Indenture, the Series 2011-1 Supplement and each other Series 2011-1 Related Document shall have received fully executed copies of each be in full force and effect as of the Transaction Documents to which the Issuer or the CoSeries 2011-Issuer is a party (other than this Indenture and the Senior Notes)1 Closing Date; (b) as of the Indenture Trustee Series 2011-1 Closing Date, each Funding Agent shall have received certificates from each copies of the Issuers in form and substance reasonably satisfactory to it and counsel for the Initial Purchasers to the effect that the representations and warranties of such Person in the Transaction Documents shall be true on and as of the Closing Date as if made on and as of such date (except to the extent (i) specifically the Certificate of Incorporation and By-Laws of Zipcar and the certificate of formation and limited to an earlier dateliability company agreement of ZVF certified by the Secretary of State of the state of organization, as the case may be, (ii) modified to give effect board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Transaction Documents or Series 2011-1 Supplement and this Agreement, (iii) waived) an incumbency certificate of ZVF and that Zipcar, each certified by the conditions precedent to the issuance secretary or equivalent officer of the Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the Indenture Trustee shall have received a certificate of an Authorized Officer of Williams, in form and substance reasonably satisfactory to t▇▇ ▇▇▇▇▇ture Trustee and counsel for the Initial Purchasers to the effect that immediately before and immediately after the issuance of the Senior Notes on the Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the Indenture Trustee shall have received evidence that Williams issued to the Share Trust shares of the Williams Preferred Stock with an initial aggregate liquidati▇▇ ▇▇▇▇▇rence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement related entity in form and substance reasonably satisfactory to the Indenture Trustee Administrative Agent, (iv) with respect to Zipcar, certificates of good standing from the Secretary of State of the States of Delaware and counsel for Massachusetts and (v) with respect to ZVF, a certificate of good standing from the Initial PurchasersSecretary of State of the State of Delaware; (ec) as of the Indenture Trustee Series 2011-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received evidence that Williams authorized and reserved 110,000,000 shares (a) opinions of Williams Commo▇ Stock issuable upon conversion of the Willia▇▇ counsel from (i) ▇▇▇▇▇rred Stock; (f) the Indenture Truste▇ & ▇▇▇▇▇▇▇ have received letters from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease and UCC security interest matters, vehicle security interest matters for Williamsthe states of New York, California and Massachusetts, tax, general corporate matters, enforceability, required consents and no-conflicts), (ii) Crowe ▇▇▇ ▇▇nle▇▇counsel to ZVF, special counsel for WCG an▇ which may be ▇▇▇, (iii) William G. v▇▇ ▇▇▇▇n, internal counsel of Williams, WCG and ▇▇▇, (▇▇) ▇▇▇▇▇, ▇▇▇, Reavis & Pogue, spec▇▇▇ ▇▇▇▇sel for & Finger LLP or other counsel acceptable to the IssuersConduit Investors and the Committed Note Purchasers, ▇▇▇ with respect to certain corporate and WCL bankruptcy matters under Delaware law, (iii) counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (iv) counsel to each Series 2011-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request and (v) ▇▇▇▇▇rds, Layton & Finger, P.A., special Delaware in-house counsel for Zipcar with respect to absence of litigation and no conflicts with material agreements and (b) a reliance letter from counsel to the ▇▇▇▇▇▇▇, ▇ach entitling it Back-Up Administrator permitting each Series 2011-1 Noteholder to rely upon on its previously issued opinion addressing certain opinions delivered by such counsel pursuant corporate matters dated as of May 24, 2010; (d) as of the Series 2011-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the Participation Agreementissuance of the Series 2011-1 Notes; (e) as of the Series 2011-1 Closing Date, all conditions to the issuance of the Series 2011-1 Notes under the Series 2011-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (f) as of the Series 2011-1 Closing Date, the Administrative Agent shall have received a written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Series 2011-1 Supplement, this Agreement or the other Related Documents; (g) the purchase Collection Account and each of the Senior Notes will Series 2011-1 Designated Accounts (iother than the Series 2011-1 Cash Collateral Account) be permitted by the laws and regulations of each jurisdiction to which the Initial Purchasers are subject, (ii) not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (h) no invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Senior Notes as contemplated herein shall have occurredbeen established in accordance with the Base Indenture and the Series 2011-1 Supplement; (i) the Indenture Trustee Administrative Agent shall have received letters an Officer’s Certificate from Moody's rating each of ZVF and Zipcar stating that all representations and warranties made by it in each of the Senior Notes "Baa3" or better, S&P rating the Seni▇▇ Notes "BB+" or better Related Documents are true and Fitch rating the Senior Notes "BBB-" or better, in form and substance reasonably satisfactory to the Indenture Trustee and the Initial Purchaserscorrect; (j) the Indenture Trustee each Funding Agent shall have received (i) Uniform Commercial Code Financing Statements signed on or prior to the Series 2011-1 Closing Date, to the extent required, evidence satisfactory to it that the acquisition by the IssuerConduit Investor in its Investor Group of Series 2011-1 Notes will not, in form and substance reasonably satisfactory to of itself, result in a reduction or withdrawal of the Indenture Trustee and the Initial Purchasers, rating of such Conduit Investor’s commercial paper notes by any nationally recognized rating agency rating such commercial paper notes; (iik) the instrument evidencing the WCG Note accompanied by each Funding Agent shall have received an instrument of transfer original duly executed and authenticated Series 2011-1 Note registered in blank its name pursuant to Section 2.01 and (iii) stating that the instrument evidencing principal amount thereof shall not exceed the Williams De▇▇▇▇ ▇▇▇n constituting the Share Trust Reserve accompanied by an instrument Maximum Investor Group Principal Amount of transfer duly executed in blanksuch Funding Agent’s Investor Group; and (kl) the Indenture Trustee Administrative Agent shall have received, from each of the Issuer and the Co-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of such Person, the trust authority or corporate authority for and the validity of this Indenture, the Senior Notes and the received all other Transaction Documents and any other matters relevant hereto, all in form and substance closing deliverables as it shall reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasersrequest.