0001364479-16-000088 Sample Contracts

as Co-Issuers and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Note Collateral Agent INDENTURE DATED AS OF JUNE 9, 2016
Intercreditor Agreement • June 15th, 2016 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

INDENTURE, dated as of June 9, 2016 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), between Herc Spinoff Escrow Issuer, LLC, a limited liability company organized under the laws of the state of Delaware, as co-issuer, Herc Spinoff Escrow Issuer, Corp., a corporation organized under the laws of the state of Delaware, as co-issuer, and Wilmington Trust, National Association, a national banking association, as Trustee and Note Collateral Agent.

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ESCROW AGREEMENT
Escrow Agreement • June 15th, 2016 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

This ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into as of June 9, 2016 among Herc Spinoff Escrow Issuer, LLC, a Delaware limited liability company (the “Company”), Herc Spinoff Escrow Issuer, Corp., a Delaware corporation (together with the Company and as further defined in Section 1.1 hereof, the “Issuers”), Wilmington Trust, National Association, as Trustee under the Indenture referred to below (in such capacity and as further defined in Section 1.1 hereof, the “Trustee”), and Wilmington Trust, National Association, as escrow agent and as securities intermediary (in such capacities, the “Escrow Agent”), in favor of Holders (as defined herein) of the Notes (as defined herein) issued on the date hereof by the Issuers under the Indenture referred to below.

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